UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of earliest event reported: November 1, 1997
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UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
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Delaware 0-13265 59-2225346
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
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1901 Main Street, Suite 1200, Mail Code 1105, Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 252-3661
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No Change
(Former name or former address, if changed
since last report.)
This document contains a total of 7 pages.
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This Form 8-K/A amends that certain Form 8-K filed with the Securities and
Exchange Commission on November 5, 1997 by UCI Medical Affiliates, Inc., a
Delaware corporation (the "Company"), and that certain Form 8-K/A filed with the
Securities and Exchange Commission on January 7, 1998, and is filed to include
certain revised pro forma financial information required by Item 7 of Form 8-K.
Item 7. Financial Statements and Exhibits
a) Financial Statements of Business Acquired
The financial statements for Marvin Dees, M.D., the business
acquired by the wholly-owned subsidiary of the Company, were
included in that certain Form 8-K/A filed with the Securities
and Exchange Commission on January 7, 1998.
b) Pro Forma Financial Information
The revised pro forma financial information for Marvin Dees,
M.D., the business acquired by the wholly-owned subsidiary of
the Company, is included in this report beginning on page 13.
c) Exhibits
The following exhibit is incorporated by reference to the
exhibit of the same number filed with the Company's Form 8-K
filed on November 5, 1997.
Exhibit 2.1 - Asset Purchase Agreement executed on
October 31, 1997, to be effective November 1, 1997,
by, between and among UCI Medical Affiliates of South
Carolina, Inc., a South Carolina corporation ("UCI of
SC") Doctor's Care, P.A., a South Carolina
professional corporation ("Doctor's Care"); Marvin
Dees, M.D., a South Carolina resident ("Seller"); and
Landlord (defined as Seller and Katherine R. Dees,
collectively). (Previously filed as an Exhibit to
that certain Form 8-K/A filed on January 7, 1998.)
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UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
September 30, 1997
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1997 per the
Company's Annual Report and Marvin Dees, M.D. as of December 31, 1996 appearing
in Item 7(a) of this filing. The information has been prepared to reflect the
acquisition by UCI Medical Affiliates, Inc. of Marvin Dees, M.D. after giving
effect to the pro forma adjustments described in Note 1. This statement should
be read in conjunction with each entity's financial statements and footnotes.
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UCI Medical
Affiliates,
Inc. Marvin Dees, Pro Forma Pro Forma
M.D. Adjustments Combined
-------------- -------------- --------------- ---------------
Assets
Cash and cash equivalents $ 14,676 $ -- $ $ 14,676
Accounts receivable, net 5,943,884 47,148 -- 5,991,032
Medical supplies inventory 502,888 -- -- 502,888
Deferred taxes 334,945 -- -- 334,945
Prepaids and other assets 579,217 -- -- 579,217
-------------- -------------- --------------- ---------------
Total current assets 7,375,610 47,148 ---- 7,422,758
Property, plant and equipment, net
4,002,699 145,986 (96,830) (a.) 4,051,855
Deferred taxes 1,417,237 -- -- 1,417,237
Goodwill 7,801,607 -- 182,864 (a.) 7,984,471
Other assets 266,379 -- 266,379
============== ============== =============== ===============
Total assets $ 20,863,532 $ 193,134 $ 86,034 $ 21,142,700
============== ============== =============== ===============
Liabilities and Capital
Current portion - long-term debt $ 840,879 $ 16,360 $ (12,209) (a.) $ 845,030
Current long- debt to employees 177,445 -- 42,500 (a.) 219,945
Accounts payable 2,039,506 8,799 (8,799) (a.)
17,468 (a.) 2,056,974
Accrued payroll 959,068 -- -- 959,068
Other accrued liabilities 437,667 -- 437,667
-------------- -------------- --------------- ---------------
Total current 4,454,565 25,159 38,960 4,518,684
liabilities
Long-term debt, net of current 6,438,655 55,543 (42,530) (a.) 6,451,668
Non-current debt to employees 481,815 -- 117,036 (a.) 598,851
-------------- -------------- --------------- ---------------
Total liabilities 11,375,035 80,702 113,466 11,569,203
-------------- -------------- --------------- ---------------
Common stock 287,248 -- 1,511 (a.) 288,759
Paid-in capital 15,435,535 -- 83,489 (a.) 15,519,024
Accumulated earnings (deficit) (6,234,286) 112,432 (112,432) (a.) (6,234,286)
-------------- -------------- --------------- ---------------
Total capital 9,488,497 112,432 (27,432) 9,573,497
============== ============== =============== ===============
Total liabilities and capital $ 20,863,532 $ 193,134 $ 86,034 $ 21,142,700
============== ============== =============== ===============
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UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Balance Sheet
September 30, 1997
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Marvin Dees, M.D. by UCI Medical Affiliates, Inc. for an
aggregate price of $279,168. The purchase occurred on October 30, 1997. The
combining balance sheet reflects the balances of UCI at September 30, 1997 and
Marvin Dees, M.D. at December 31, 1996. Pro forma adjustments are made to
reflect:
(a.)The assets acquired consisted of: The purchase price consisted of:
$ 47,148 Accounts receivable $ 1,511 Common stock
49,156 Furniture, equipment 83,489 Additional paid-in-capital
182,864 Goodwill 159,536 Notes payable issued
- --------- 17,164 Lease liabilities assumed
$279,168 17,468 Cash paid at closing
========= ---------
$ 279,168
=========
Issuance of 30,223 shares of restricted common stock valued at $85,000, an
estimated per share value of $2.81. Cash paid at closing is recorded in accounts
payable.
Certain property and equipment ($96,830) was not acquired. Accounts payable
($8,799), long-term debt ($54,739), and prior owner's equity ($112,432) were not
assumed.
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UCI Medical Affiliates, Inc.
Pro Forma Statement of Operations and Accumulated Deficit
for the year ended September 30, 1997
(Unaudited)
The following pro forma combining statement is based on the individual
statements of operations and accumulated deficit of UCI Medical Affiliates, Inc.
as of September 30, 1997 per the Company's Annual Report and Marvin Dees, M.D.
as of December 31, 1996 appearing in item 7(a) of this filing. The information
has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of
Marvin Dees, M.D. after giving effect to the pro forma adjustments described in
Note 1. This statement should be read in conjunction with each entity's
financial statements and footnotes.
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UCI Medical Marvin Dees, Pro Forma Pro Forma
Affiliates, Inc. M.D. Adjustments Combined
---------------- -------------- --------------- -----------------
Revenue $ 27,924,772 $ 406,195 $ -- $ 28,330,967
Operating costs 26,466,294 227,253 (15,000) (a.)
150,123 (e.)
5,000 (c.) 26,833,670
---------------- -------------- --------------- -----------------
Operating margin 1,458,478 178,942 (140,123) 1,497,297
General and administrative
expenses 153,445 34,339 -- 187,784
Depreciation and amortization 1,250,349 29,402 12,190 (b.) 1,291,941
---------------- -------------- --------------- -----------------
Income from operations 54,684 115,201 (152,313) 17,572
Interest expense, net (812,749) (6,738) (9,100) (d.) (828,587)
Gain on equipment 8,809 -- -- 8,809
---------------- -------------- --------------- -----------------
Income before income tax (749,256) 108,463 (161,413) (802,206)
Income tax benefit 665,530 -- -- 665,530
---------------- -------------- --------------- -----------------
Net (loss) income (83,726) 108,463 (161,413) (136,676)
Accumulated deficit - beginning
of year (6,150,560) 154,092 (112,432) (6,108,900)
Distribution to stockholders -- (150,123) 150,123 --
---------------- -------------- --------------- -----------------
Accumulated deficit - end of
year $ (6,234,286) $ 112,432 (123,722) $ (6,245,576)
================ ============== =============== =================
Net income (loss) per common
and common
equivalent share $ (.02) (f.) -- $ (.03)
================ ============== =============== =================
Weighted average common shares
outstanding 5,005,081 (f.) -- 5,035,304
================ ============== =============== =================
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UCI Medical Affiliates, Inc.
Note to Pro Forma Combining
Statement of Operations and
Accumulated Deficit for the
year ended September 30, 1997
(Unaudited)
1. The above statement gives effect to the following pro forma adjustments
necessary to reflect the acquisition outlined in Note 1. to the pro forma
balance sheet:
(a.) Net change in physician salary computed based on employment agreement
compared with the Practice's former owner's draws. Does not include any
potential fees or productivity or other incentives provided for in
employment contract between the owner of Marvin Dees, M.D. and UCI
Medical Affiliates, Inc.
(b.) Addition for amortization of goodwill on a straight line basis over 15
years.
(c.) Net increase in rental expense for office facilities based on rental
agreements executed between the parties.
(d.) First year increase in interest costs, related to notes payable issued
to Dr. Dees.
(e.) Reclassification of owner's draws to compensation expense per
employment agreement.
(f.) Not applicable; Marvin Dees, M.D. was a sole proprietorship entity.
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SIGNATURES
Pursuant to the requirements of The Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
UCI Medical Affiliates, Inc.
(Registrant)
/s/ Marion F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr.
Marion F. McFarland, III, M.D. Jerry F. Wells, Jr., CPA
President, Chief Executive Officer and Executive Vice President of
Chairman of the Board Finance and Chief Financial Officer
Date: September 2, 1998
