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: October 1, 1997
-----------------------------------
UCI Medical Affiliates, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
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 9 pages.
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This Form 8-K/A amends that certain Form 8-K filed with the Securities and
Exchange Commission on October 15, 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 December 11, 1997, 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 Progressive Therapy Services,
P.A., 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 December 11,
1997 .
b) Pro Forma Financial Information
The revised pro forma financial information for Progressive
Therapy Services, P.A., the business acquired by the
wholly-owned subsidiary of the Company, is included in this
report beginning on page 14 .
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 October 15, 1997.
Exhibit 2.1 - Asset Purchase Agreement and Plan of
Reorganization (the "Agreement") executed on October
8, 1997, to be effective October 1, 1997, by, between
and among UCI Medical Affiliates, Inc., a Delaware
corporation ("UCI"); UCI Medical Affiliates of South
Carolina, Inc., a South Carolina corporation and
wholly-owned subsidiary of UCI ("UCI of SC"),
Doctor's Care, P.A., a South Carolina professional
corporation ("Doctor's Care"); Progressive Therapy
Services, P.A., a South Carolina professional
corporation ("Progressive"); Bar-Ed, Professional
Corporation, a South Carolina professional
corporation ("Bar-Ed"); Barry E. Fitch, PT ("Fitch");
H. Edward Wimberly, PT ("Wimberly"); Walter Kris
Merschat, OTR/L ("Merschat"); and Michael B. Norton,
DC ("Norton"). (Previously filed as an Exhibit to
that certain Form 8-K/A filed on December 11, 1997.)
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UCI Medical Affiliates, Inc.
Pro Forma Combining Statement of
Operations and Accumulated
Deficit for the year ended
September 30, 1996
(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, 1996 per the Company's Annual Report and Progressive Therapy
Services, P.A. 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 Progressive Therapy Services, P.A. 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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Progressive
Therapy
UCI Medical Services, Pro Forma Pro Forma
Affiliates, Inc. P.A. Adjustments Combined
---------------- -------------- --------------- -----------------
Revenue $ 23,254,351 $ 964,405 $ -- $ 24,218,756
Operating costs 21,525,421 792,387 166,400 (a.)
13,600 (c.) 22,497,808
---------------- -------------- --------------- -----------------
Operating margin 1,728,930 172,018 (180,000) 1,720,948
General and administrative
expenses 148,637 122,562 -- 271,199
Depreciation and amortization 961,115 48,847 38,041 (b.) 1,048,003
---------------- -------------- --------------- -----------------
Income from operations 619,178 609 (218,041) 401,746
Interest expense, net (582,937) (30,414) -- (613,351)
Gain on equipment 2,105 -- -- 2,105
---------------- -------------- --------------- -----------------
Income before income tax 38,346 (29,805) (218,041) (209,500)
Income tax benefit 427,733 -- -- 427,733
---------------- -------------- --------------- -----------------
Net (loss) income 466,079 (29,805) (218,041) 218,233
Accumulated deficit - beginning
of year (6,616,639) 136,998 (80,565) (6,560,206)
Distribution to stockholders -- (26,628) -- (26,628)
---------------- -------------- --------------- -----------------
Accumulated deficit - end of
year $ (6,150,560) $ 80,565 (298,606) $ (6,368,601)
================ ============== =============== =================
Earnings per common and common equivalent share:
Net income $ .11 (d.) -- $ .05
================ ============== =============== =================
Weighted average shares of
common stock outstanding 4,294,137 (d.) -- 4,563,462
================ ============== =============== =================
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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, 1996
(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. Does not include any potential fees or
productivity or other incentives provided for in employment contracts between
the stockholders of Progressive Therapy Services P.A. 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.) Not applicable; Progressive Therapy Services, P.A. was not required
to, and did not, compute earnings per share.
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UCI Medical Affiliates, Inc.
Pro Forma Combining Balance Sheet
June 30, 1997
(Unaudited)
The following pro forma combining balance sheet is based on the individual
balance sheets of UCI Medical Affiliates, Inc. as of June 30, 1997 per the
Company's Form 10QSB and Progressive Therapy Services, P.A. as of September 30,
1997. The information has been prepared to reflect the acquisition by UCI
Medical Affiliates, Inc. of Progressive Therapy Services, P.A. 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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Progressive
UCI Medical Therapy Pro Forma Pro Forma
Affiliates, Inc. Services, P.A. Adjustments Combined
----------------- ----------------- ------------------ -----------------
Assets
Cash and cash equivalents $ 119,538 $ 27,079 $ (27,079) (a.) $ 119,538
Accounts receivable - net 5,743,707 90,311 -- 5,834,018
Medical supplies inventory 379,647 -- -- 379,647
Deferred taxes 197,056 -- -- 197,056
Prepaids and other assets 445,636 -- -- 445,636
----------------- ----------------- ------------------ -----------------
Total current assets 6,885,584 117,390 (27,079) 6,975,895
Property, plant and
equipment, net 3,433,218 309,217 (215,735) (a.) 3,526,700
Deferred taxes 1,380,126 -- -- 1,380,126
Goodwill 5,720,394 -- 672,963 (a.) 6,393,357
Other assets 268,908 29,780 (29,780) (a.) 268,908
----------------- ----------------- ------------------ -----------------
Total assets $ 17,688,230 $ 456,387 $ 400,369 $ 18,544,986
================= ================= ================== =================
Liabilities and Capital
Current portion - long-term
debt $ 854,903 $ 68,257 $ -- $ 923,160
Accounts payable 1,627,827 9,658 (9,658) (a.) 1,627,827
Accrued payroll 452,995 -- -- 452,995
Other accrued liabilities 330,679 -- 330,679
----------------- ----------------- ------------------ -----------------
Total current 3,266,404 77,915 (9,658) 3,334,661
liabilities
Deferred taxes -- -- -- --
Long-term debt, net of current 5,659,476 340,821 (276,133) (a.) 5,724,164
----------------- ----------------- ------------------ -----------------
Total liabilities 8,925,880 418,736 (285,791) 9,058,825
----------------- ----------------- ------------------ -----------------
Common stock 260,390 400 (400) (a.)
13,466 (a.) 273,856
Paid-in capital 14,312,393 19,491 (19,491) (a.)
710,345 (a.) 15,022,738
Accumulated earnings (deficit) (5,810,433) 17,760 (17,760) (a.) (5,810,433)
----------------- ----------------- ------------------ -----------------
Total capital 8,762,350 37,651 686,160 9,486,161
----------------- ----------------- ------------------ -----------------
Total liabilities
and capital $ 17,688,230 $ 456,387 $ 400,369 $ 18,544,986
================= ================= ================== =================
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UCI Medical Affiliates, Inc.
Notes to Pro Forma Combining Balance Sheet
June 30, 1997
(Unaudited)
1. The pro forma combining balance sheet has been prepared to reflect the
acquisition of Progressive Therapy Services, P.A. and Bar-Ed Professional
Corporation (collectively "Progressive"), by UCI Medical Affiliates, Inc. for an
aggregate price of $856,756. The purchase occurred on October 8, 1997. The
combining balance sheet reflects the balances of UCI at June 30, 1997 and
Progressive at September 30, 1997. Pro forma adjustments are made to reflect:
(a.)The assets acquired consisted of: The purchase price consisted of:
$ 90,311 Accounts receivable $ 13,466 Common stock
93,482 Furniture, equipment 710,345 Additional paid-in-capital
672,963 Goodwill 132,945 Liabilities assumed
------- -------
$856,756 $856,756
======= =======
Issuance of 269,325 shares of restricted common stock valued at $723,811
at estimated per share value of $2.69.
Certain deposits ($27,079), certain furniture and equipment ($215,735),
and other assets ($29,780) were not acquired. Accounts payable ($9,658),
long-term debt ($276,133), and prior stockholders' equity ($37,651) were
not assumed.
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UCI Medical Affiliates, Inc.
Pro Forma Statement of Operations and Accumulated Deficit
for the nine months ended June 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 June 30, 1997 per the Company's Form 10QSB and Progressive Therapy
Services, P.A. as of September 30, 1997. The information has been prepared to
reflect the acquisition by UCI Medical Affiliates, Inc. of Progressive Therapy
Services, P.A. 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 Progressive
Medical Therapy Services, Pro Forma Pro Forma
Affiliates, Inc. P.A. Adjustments Combined
------------------ ------------------- ------------------ -----------------
Revenue $ 20,299,676 $ 702,524 $ -- $ 21,002,200
Operating costs 18,876,302 636,054 124,800 (a.)
10,200 (c.) 19,647,356
------------------ ------------------- ------------------ -----------------
Operating margin 1,423,374 66,470 (135,000) 1,354,844
General and administrative
expenses 127,881 49,862 -- 177,743
Depreciation and amortization 892,372 49,040 33,648 (b.) 975,060
------------------ ------------------- ------------------ -----------------
Income from operations 403,121 (32,432) (168,648) 202,041
Interest expense, net (570,951) (30,373) -- (601,324)
Gain on equipment 8,809 -- -- 8,809
------------------ ------------------- ------------------ -----------------
Income (loss) before income tax
(159,021) (62,805) (168,648) (390,474)
Income tax benefit 499,148 -- -- 499,148
------------------ ------------------- ------------------ -----------------
Net income 340,127 (62,805) (168,648) 108,674
Accumulated deficit -
beginning of period (6,150,560) 80,565 (17,760) (6,087,755)
------------------ ------------------- ------------------ -----------------
Accumulated deficit - end of
period $ (5,810,433) $ 17,760 (186,408) $ (5,979,081)
================== =================== ================== =================
(f)
Earnings per common and common equivalent share:
Net income $ .07 (d.) -- $ .02
================== =================== ================== =================
(a)
Weighted average shares of (a)
common stock outstanding 4,819,527 (d.) -- 5,088,852
================== =================== ================== =================
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UCI Medical Affiliates, Inc.
Note to Pro Forma Combining Statement
of Operations and Accumulated
Deficit for the nine months
ended June 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. Does not include any potential fees or
productivity or other incentives provided for in employment contracts between
the stockholders of Progressive Therapy Services, P.A. and UCI Medical
Affiliates, Inc.
(b.) Addition for nine months amortization of goodwill on a straight line
basis over 15 years.
(c.) Net increase in rental expense for office facilities for nine months
based on rental agreements executed between the parties.
(d.) Not applicable; Progressive Therapy Services, P.A. was not required
to, and did not, compute earnings per share.
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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)
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
