-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ReDz8UDyinKyai0WkSgaXO8R9Tb7fxlmDOuTtd0pYO0U8mHFNqDokQRGVMXO87UE FQa11UnjmHRrYEbuPTkTxQ== 0000737561-98-000020.txt : 19980515 0000737561-98-000020.hdr.sgml : 19980515 ACCESSION NUMBER: 0000737561-98-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCI MEDICAL AFFILIATES INC CENTRAL INDEX KEY: 0000737561 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 570784959 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-13265 FILM NUMBER: 98620410 BUSINESS ADDRESS: STREET 1: 1901 MAIN ST MAIL CODE 1105 STREET 2: STE 1200 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8032523661 MAIL ADDRESS: STREET 1: 1901 MAIN ST MAIL CODE 1105 STREET 2: SUITE 1200 CITY: COLUMBIA STATE: SC ZIP: 29201 10-Q 1 FORM 10-Q FOR UCI MEDICAL AFFILIATES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB (Mark One) ( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1998 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from: to Commission file number: 0-13265 UCI MEDICAL AFFILIATES, INC, (Exact name of small business issuer as specified in its charter) Delaware 59-2225346 (State or other jurisdiction of incorporation (IRS Employer Identification No.) or organization) 1901 Main Street, 12th Floor, Mail Code 1105, Columbia, SC 29201 (Address of principal executive offices) (803) 252-3661 (Issuer's telephone number) (Former name, address or fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ( X )Yes ( ) No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ( )Yes ( ) No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 6,084,600 shares of $.05 common stock outstanding at March 31, 1998 Transitional Small Business Disclosure Format (check one): ( )Yes ( X ) No UCI MEDICAL AFFILIATES, INC. INDEX Page Number PART I FINANCIAL INFORMATION Item 1 Financial Statements Consolidated Balance Sheets - March 31, 1998 and September 30, 1997 3 Consolidated Statements of Operations for the quarters and the six months ending March 31, 1998 and March 31, 1997 4 Consolidated Statements of Cash Flows for the six months ending March 31, 1998 and March 31, 1997 5 Notes to Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 9 PART II OTHER INFORMATION Items 1-6 11 SIGNATURES 12
UCI MEDICAL AFFILIATES, INC. CONSOLIDATED BALANCE SHEETS March 31, 1998 September 30, 1997 -------------------- ---------------------- (unaudited) (audited) Assets Current assets Cash and cash equivalents $ 0 $ 14,676 Accounts receivable, less allowance for doubtful accounts of $768,073 and $878,469 6,789,279 5,943,884 Inventory 544,396 502,888 Deferred taxes 334,945 334,945 Prepaid expenses and other current assets 902,526 579,217 ---------- ---------- Total current assets 8,571,146 7,375,610 Property and equipment, less accumulated depreciation of $3,219,434 and $2,724,222 4,468,271 4,002,699 Deferred taxes 1,417,237 1,417,237 Excess of cost over fair value of assets acquired, less accumulated amortization of $1,981,781 and $1,664,739 8,513,467 7,801,607 Other assets 263,999 266,379 ---------- --------- Total Assets $23,234,120 $ 20,863,532 ========== =========== Liabilities and Stockholders' Equity Current liabilities Current portion of long-term debt $ 908,374 $ 840,879 Current portion of long-term debt payable to employees 220,508 177,445 Accounts payable 2,817,692 2,039,506 Accrued salaries and payroll taxes 1,017,226 959,068 Other accrued liabilities 447,786 437,667 ---------- ----------- Total current liabilities 5,411,586 4,454,565 Long-term debt, net of current portion 7,882,309 6,438,655 Long-term debt payable to employees, net of current portion 598,676 481,815 ---------- ---------- Total Liabilities 13,892,571 11,375,035 ---------- ---------- Commitments and contingencies 0 0 Preferred stock, par value $.01 per share: Authorized shares - 10,000,000; none issued 0 0 Common stock, par value $.05 per share: Authorized shares - 10,000,000 Issued and outstanding- 6,084,600 and 5,744,965 shares 304,230 287,248 Paid-in capital 16,322,924 15,435,535 Accumulated deficit (7,285,605) (6,234,286) ---------- --------- Total Stockholders' Equity 9,341,549 9,488,497 ---------- --------- Total Liabilities and Stockholders' Equity $23,234,120 $ 20,863,532 ========== ==========
The accompanying notes are an integral part of these consolidated financial statements. UCI MEDICAL AFFILIATES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, Six Months Ended March 31, ------------------------------------ -------------------------------------- 1998 1997 1998 1997 --------------- ---------------- ---------------- ---------------- Revenues $8,614,687 $6,714,653 $ 16,692,563 $13,202,561 Operating costs 8,069,557 6,145,402 16,312,823 12,275,634 --------------- ---------------- ---------------- ---------------- Operating margin 545,130 569,251 379,740 926,927 General and administrative expenses 20,654 52,194 46,088 89,903 Depreciation and amortization 421,846 296,842 828,014 586,317 --------------- ---------------- ---------------- ---------------- Income (loss) from operations 102,630 220,215 (494,362) 250,707 Other income (expense) Interest expense, net of interest income (276,609) (189,766) (555,960) (356,560) Gain (loss) on disposal of equipment 0 (5,219 (439) (5,219) --------------- ---------------- ---------------- ---------------- Other income (expense) (276,609) (194,985) (556,399) (361,779) Income (loss) before benefit (provision )for income taxes (173,979) 25,230 (1,050,761) (111,072) Benefit (provision )for income taxes 0 166,383 (558) 332,765 --------------- ---------------- ---------------- ---------------- Net income (loss) $ (173,979) $ 191,613 $ (1,051,319) $ 221,693 =============== ================ ================ ================ Basic earnings (loss) per share $ (.03) $ .04 $ (.17) $ .05 =============== ================ ================ ================ Basic weighted average common shares outstanding 6,063,335 4,807,803 6,052,540 4,807,805 =============== ================ ================ ================ Diluted earnings (loss) per share $ (.03) $ .04 $ (.17) $ .05 =============== ================ ================ ================ Diluted weighted average common shares outstanding 6,078,635 4,819,474 6,069,465 4,819,481 =============== ================ ================ ================
The accompanying notes are an integral part of these consolidated financial statements. UCI MEDICAL AFFILIATES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended March 31, ---------------------------------------- 1998 1997 ------------------ ------------------ Operating activities: Net income (loss) $ (1,051,319) $ 221,693 Adjustments to reconcile net income (loss) to net cash provided by (used-in) operating activities: (Gain) loss on disposal of equipment 439 5,219 Provision for losses on accounts receivable 502,966 266,080 Depreciation and amortization 828,013 586,317 Deferred taxes 0 (350,000) Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (1,059,231) (1,261,039) (Increase) decrease in inventories (41,508) 238 (Increase) decrease in prepaid expenses and other current assets (323,309) (143,982) Increase (decrease) in accounts payable and accrued expenses 840,420 (153,836) ------------------ ------------------ Cash provided by (used in) operating activities (303,529) (829,310) ------------------ ------------------ Investing activities: Purchases of property and equipment (544,653) (275,875) Acquisitions of goodwill (182,991) (26,551) (Increase) decrease in other assets 2,380 2,715 ------------------ ------------------ Cash provided by (used in) investing activities (725,264) (299,711) ------------------ ------------------ Financing activities: Net borrowings (payments) under line-of-credit agreement 94,156 1,935,396 Increase in long-term debt 1,575,893 280,000 Payments on long-term debt (655,932) (1,155,669) ------------------ ------------------ Cash provided by (used in) financing activities 1,014,117 1,059,727 ------------------ ------------------ Increase (decrease) in cash and cash equivalents (14,676) (69,294) Cash and cash equivalents at beginning of period 14,676 237,684 ------------------ ------------------ Cash and cash equivalents at end of period $ 0 $ 168,390 ================== ==================
The accompanying notes are an integral part of these consolidated financial statements. UCI MEDICAL AFFILIATES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) BASIS OF PRESENTATION: The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of those of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the six month or three month periods ended March 31, 1998 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 1998. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended September 30, 1997. The consolidated financial statements of the Company include the accounts of UCI Medical Affiliates, Inc. ("UCI"), UCI Medical Affiliates of South Carolina, Inc. ("UCI-SC") and Doctor's Care, P.A. (the "P.A."). The financial statements of the P.A. are consolidated with UCI because UCI-SC has unilateral control over the assets and operations of the P.A., and notwithstanding the lack of majority ownership of the P.A. by UCI and UCI-SC, consolidation of the P.A. with UCI and UCI-SC is necessary to present fairly the financial position and results of operations of UCI and UCI-SC. The management agreement between UCI-SC and the P.A. conveys to UCI-SC perpetual, unilateral control over the assets and operations of the P.A. Control is perpetual rather than temporary because of (i) the length of the term of the agreement, (ii) the continuing investment of capital by UCI-SC, (iii) the employment of all of the non-physician personnel by UCI-SC and (iv) the nature of the services provided to the P.A. by UCI-SC. In November 1997 the Emerging Issue Task Force (EITF) finalized EITF 97-2 which provides guidance on consolidation of physician practices and enhances related disclosures of physician practice management companies. This EITF 97-2 is effective for fiscal years ending after December 15, 1998. The Company is in the process of evaluating any potential effect on its financial reporting format. Procedurally, the management agreement calls for the P.A. to provide medical services and charge a fee to the patient or to the patient's insurance carrier or employer for such services. Physician salaries are paid out of these revenues and all remaining revenues are passed to UCI-SC as a management fee. UCI-SC provides all support personnel (nurses, technicians, receptionists), all administrative functions (billing, collecting, vendor payment), and all facilities, supplies and equipment. The consolidated accounts of the Company include all revenue and all expenses (including physician salaries) of all three entities. The net assets of the P.A. are not material for any period presented and intercompany accounts and transactions have been eliminated. EARNINGS PER SHARE The computation of basic earnings (loss) per share and diluted earnings (loss) per share is in conformity with the provisions of Statement of Financial Accounting Standards No. 128. PART I FINANCIAL INFORMATION ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which the Company believes is relevant to an assessment and understanding of the Company's consolidated results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto. The consolidated financial statements of the Company include the accounts of UCI, UCI-SC and the P.A. The financial statements of the P.A. are consolidated with UCI because UCI-SC has unilateral control over the assets and operations of the P.A., and notwithstanding the lack of majority ownership of the P.A. by UCI and UCI-SC, consolidation of the P.A. with UCI and UCI-SC is necessary to present fairly the financial position and results of operations of UCI and UCI-SC. The management agreement between UCI-SC and the P.A. conveys to UCI-SC perpetual, unilateral control over the assets and operations of the P.A. Control is perpetual rather than temporary because of (i) the length of the term of the agreement, (ii) the continuing investment of capital by UCI-SC, (iii) the employment of all of the non-physician personnel by UCI-SC and (iv) the nature of the services provided to the P.A. by UCI-SC. In November 1997 the Emerging Issue Task Force (EITF) finalized EITF 97-2 which provides guidance on consolidation of physician practices and enhances related disclosures of physician practice management companies. This EITF 97-2 is effective for fiscal years ending after December 15 1998. The Company is in the process of evaluating any potential effect on its financial reporting format. Procedurally, the management agreement calls for the P.A. to provide medical services and charge a fee to the patient or to the patient's insurance carrier or employer for such services. Physician salaries are paid out of these revenues and all remaining revenues are passed to UCI-SC as a management fee. UCI-SC provides all support personnel (nurses, technicians, receptionists), all administrative functions (billing, collecting, vendor payment), and all facilities, supplies and equipment. The consolidated accounts of the Company include all revenue and all expenses (including physician salaries) of all three entities. The P.A. enters into employment agreements with physicians for terms ranging from one to ten years. All employment agreements have clauses that allow for early termination of the agreement if certain events occur such as the loss of a medical license. Over 80% of the physicians employed by the P.A. are paid on an hourly basis for time scheduled and worked at the medical centers. The other physicians are salaried. A few of the physicians have incentive compensation arrangements, however, no amounts were accrued or paid during the Company's three prior fiscal years that were significant. As of December 31, 1997 and 1996, the P.A. employed 98 and 71 medical providers, respectively. The net assets of the P.A. are not material for any period presented and intercompany accounts and transactions have been eliminated. Results of Operations For the Three Months Ended March 31, 1998 as Compared to the Three Months Ended March 31, 1997 Revenues of $8,615,000 for the quarter ending March 31, 1998 reflect an increase of 28% from those of the quarter ending March 31, 1997. This increase in revenue is attributable to a number of factors. The Company engaged in a significant expansion, increasing the number of medical centers from 30 to 40. This expansion included Springwood Lake Family Practice, Woodhill Family Practice and Midtown Family Practice, all of Columbia, South Carolina and all acquired in August 1977; Doctor's Care - Camden acquired in September 1997; three Progressive Therapy Services offices all located in Columbia, South Carolina and all acquired in October 1997; Doctor's Care - New Ellenton acquired in November 1997; a Physical Therapy practice in Columbia, South Carolina opened in November 1997; and Ridgeview Family Practice of Columbia, South Carolina, opened in December 1997. Of the $1,900,000 in revenue growth from the second quarter of fiscal 1997 to the second quarter of fiscal 1998, approximately $1,283,000 was from the ten locations opened after March 31, 1997. The Company has increased its services provided to members of Health Maintenance Organizations (HMOs). In such arrangements, the Company, through Doctor's Care, P.A., acts as the designated primary caregiver for members of the HMO who have selected Doctor's Care as their primary care provider. The Company began participating in an HMO operated by Companion HealthCare Corporation ("Companion"), a wholly owned subsidiary of Blue Cross Blue Shield of South Carolina. The Company now acts as primary care provider for four HMOs, including Companion and is the primary care "gatekeeper" for approximately 23,000 HMO lives. While HMOs do not, at this time, have a significant penetration into the South Carolina market, the Company believes that HMOs and other managed care plans will experience a substantial increase in market share in the next few years, and the Company is therefore positioning itself for that possibility. Capitated revenue grew from approximately $708,000 in the second quarter of fiscal 1997 to approximately $852,000 in the second quarter of fiscal 1998. The Company negotiates contracts with HMOs for the P.A.'s physicians to provide health care on a capitated reimbursement basis. Under these contracts, which typically are automatically renewed on an annual basis, the P.A. physicians provide virtually all covered primary care services and receive a fixed monthly capitation payment from the HMOs for each member who chooses a P.A. physician as his or her primary care physician. The capitation amount is fixed depending upon the age and sex of the HMO enrollee. Contracts with HMOs accounted for approximately 11% of the Company's net revenue in the second quarter of fiscal 1998. To the extent that enrollees require more care than is anticipated, aggregate capitation payments may be insufficient to cover the costs associated with the treatment of enrollees. Higher capitation rates are typically received for senior patients because their medical needs are generally greater and consequently the cost of covered care is higher. Increased revenues also reflect the Company's heightened focus on occupational medicine and industrial health services. Focused marketing materials, including quarterly newsletters for employers, were developed to spotlight the Company's services for industry. Additionally, the Company has an agreement with Companion Property and Casualty Insurance Company, wherein the Company acts as the primary care provider for injured workers of firms insured through Companion Property and Casualty Insurance Company. Companion Property and Casualty Insurance Company is wholly owned by Blue Cross Blue Shield of South Carolina and is a primary shareholder of the Company. Patient encounters increased to 119,000 in the second quarter of fiscal 1998 from 95,000 in the second quarter of fiscal 1997. Even with the positive effects of the factors mentioned above, revenues were short of goals for the quarter, due in part to the increased competition from hospitals and other providers in Columbia, Greenville, Sumter and Myrtle Beach. In each of these areas, regional hospitals have acquired or opened new primary care physician practices that compete directly with the Company for patients. In each case, the hospital owners of our competition is believed to have significantly greater resources than the Company. Management believes that such competition will continue into the future and plans to compete on a basis of quality service and accessibility. An operating margin of $545,000 was earned during the second quarter of fiscal 1998 as compared to an operating margin of $569,000 realized for the second quarter of fiscal 1997. Management believes that this margin deterioration is mainly the result of some start-up costs being absorbed for the locations added since December 1996. Additionally, patient visits did not meet budget for the first quarter of fiscal 1998, possibly due to the competition factors discussed above. Management does not currently believe that this negative trend is indicative of the results that may be expected for the fiscal year 1998. This margin deterioration is also attributable to increased cost-cutting pressures being applied by managed care insurance payors that cover many of the Company's patients. As managed care plans attempt to cut costs, they typically increase the administrative burden of providers such as the Company by requiring referral approvals and by requesting hard copies of medical records before they will pay claims. The number of patients at the Company's Centers that are covered by a managed care plan versus a traditional indemnity plan continues to grow. Management expects this trend to continue. Depreciation and amortization expense increased to $422,000 in the second quarter of fiscal 1998, up from $297,000 in the second quarter of fiscal 1997. This increase reflects higher depreciation expense as a result of significant leasehold improvements and equipment upgrades at a number of the Company's medical centers, as well as an increase in amortization expense related to the intangible assets acquired from the Company's purchases of existing practices as noted above. Interest expense increased from $190,000 in the second quarter of fiscal 1997 to $277,000 in the second quarter of fiscal 1998 primarily as a result of the interest costs associated with the indebtedness incurred in the Company's purchase of these assets and centers. For the Six Months Ended March 31, 1998 as Compared to the Six Months Ended March 31, 1997 Revenues of $16,693,000 reflect an increase of 26% from the same period in fiscal 1997 and is attributable to the expansion, marketing and line of business factors discussed above. Patient encounters increased to 234,000 for the six months ended March 31, 1998 from 191,000 for the six months ended March 31, 1997. Financial Condition at March 31, 1998 Cash and cash equivalents decreased by $15,000 during the six months ended March 31, 1998 and were utilized mainly for working capital needs and to fund the expansion previously discussed. Accounts receivable increased 14% during the period, reflecting the addition of the new centers and the overall growth in patient visits to existing centers. The increase in goodwill attributable to the purchases of the eight practices noted above was somewhat offset by the amortization recorded. The $778,000 increase in accounts payable over the past six months is partially due to the growth in the number of medical centers but is also reflective of the tight cash position of the Company due to recent operating losses. Management believes that it will be able to service these payables out of cash generated through operations. Long-term debt increased from $6,920,000 at September 30, 1997 to $8,481,000 at March 31, 1998 primarily as a result of indebtedness incurred in capital leases for Center upfits, and in the utilization of an operating line of credit and debt incurred as a result of practice acquisitions. Management believes that it will be able to fund debt service requirements out of cash generated through operations. Additionally, on October 6, 1997, the Company completed a private placement of $1.5 million, 6.5% five-year convertible subordinated debenture with FPA Medical Management, Inc., a national physician practice management company headquartered in San Diego, California. The debentures are convertible to common stock at any time within the five year period at a fixed price premium to the current stock price and are subject to Rule 144 of the Securities and Exchange Commission when converted. Overall, the Company's current assets exceeded its current liabilities at March 31, 1998 by $3,160,000. Liquidity and Capital Resources The Company requires capital principally to fund growth (acquire new centers), for working capital needs and for the retirement of indebtedness. The Company's capital requirements and working capital needs have been funded through a combination of external financing (including bank debt and proceeds from the sale of common stock to Companion HealthCare Corporation and Companion Property and Casualty Insurance Company), internally generated funds and credit extended by suppliers. Operating activities used $304,000 of cash during the six months ended March 31, 1998. This reflects growth in the Company's accounts receivable as well as prepaid expenses offset by an increase in accounts payable and accrued expenses. The growth in accounts receivable is the result of growth in the number of Centers, patient visits and charges per patient visit. Investing activities used $725,000 of cash during the period as a result of expansion efforts. Continued growth is anticipated during the remainder of fiscal 1998. Subsequent Events Effective May 1, 1998, UCI acquired the assets of MainStreet Healthcare Corporation of Atlanta, Georgia for a combination of cash, debt, UCI stock and debt assumption. MainStreet, with annualized revenues of approximately $7 million and with approximately 100 employees, owns and operates nine primary care medical offices in the Atlanta, Georgia area and two primary care medical offices in Knoxville, Tennessee. This Form 10-Q contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company cautions readers of this press release that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company's management believes that their expectations of future performance are based on reasonable assumptions within the bounds of their knowledge of their business and operations, there can be no assurance that actual results will not differ materially from their expectations. Factors which could cause actual results to differ from expectations include, among other things, the difficulty in controlling the Company's cost of providing healthcare and administering its network of Centers; the possible negative effects from changes in reimbursement and capitation payment levels and payment practices by insurance companies, healthcare plans, government payors and other payment sources; the difficulty of attracting primary care physicians; the increasing competition for patients among healthcare providers; possible government regulations in multiple jurisdictions negatively impacting the existing organizational structure of the Company; the possible negative effects of prospective healthcare reform; the challenges and uncertainties in the implementation of the Company's expansion and development strategy; the dependence on key personnel, and other factors described in other reports filed by the Company with the Securities and Exchange Commission. PART II OTHER INFORMATION Item 1 Legal Proceedings The Company is not a party to any pending litigation other than routine litigation incidental to the business or that which is immaterial in amount of damages sought. Item 2 Changes in Securities Recent Sales of Unregistered Securities During the three months ended March 31, 1998, the securities identified below were issued by the Company without registration under the Securities Act of 1933. In each case, all of the shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933 as a transaction, not involving a general solicitation, in which the purchaser was purchasing for investment. The Company believes that each purchaser was given or had access to detailed financial and other information with respect to the Company and possessed requisite financial sophistication. On March 1, 1998, the Company issued 32,433 shares of its common stock to Allan M. Weldon, M.D. as part of the purchase price in connection with the Company's acquisition of substantially all the assets of the medical practice of Dr. Weldon. Item 3 Defaults upon Senior Securities This item is not applicable. Item 4 Submission of Matters to a Vote of Security Holders This item is not applicable. Item 5 Other Information This item is not applicable. Item 6 Exhibits and Reports on Form 8-K (a) Exhibits. The exhibits included on the attached Exhibit Index are filed as part of this report. (b) Reports on Form 8-K. The Company filed a Form 8-K on February 17, 1998 which reported the execution of an Acquisition Agreement and Plan of Reorganization of MainStreet Healthcare Corporation of Atlanta. Financial statements of the same entity and pro forma financial information regarding the combined entity were filed in a Form 8-K/A on April 20, 1998. The Company filed a Form 8-K on March 11, 1998 which reported the acquisition by UCI-SC of Allan M. Weldon, M.D. of Columbia, South Carolina. Financial statements of the acquired entity and pro forma financial information regarding the combined entity were filed in a Form 8-K/A on May 11, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UCI Medical Affiliates, Inc. (Registrant) /s/ M.F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr., CPA Marion F. McFarland, III, M.D. Jerry F. Wells, Jr., CPA President, Chief Executive Officer, Executive Vice President of Finance, and Chairman of the Board Chief Financial Officer, and Principal Accounting Officer Date: May 14, 1998 UCI MEDICAL AFFILIATES, INC. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION PAGE NUMBER - ---------------- ------------------------------------------------------- ------------------------------------- 10.19 Administrative Services Agreement dated April 24, 14 1998 by and between Doctor's Care of Georgia, P.C., a Georgia professional corporation and UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation. 10.20 Administrative Services Agreement dated April 24, 26 1998 by and between Doctor's Care of Tennessee, P.C., a Tennessee professional corporation and UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation. 27 Financial Data Schedule Filed separately as Article Type 5 via Edgar 99.1 News Release dated May 14, 1998, announcing the 38 acquisition of Atlanta based MainStreet Healthcare Corporation, the acquisition of the Columbia, SC, practice of Allan M. Weldon, M.D., and the second quarter fiscal year 1998 results
Exhibit 10.19 Administrative Services Agreement dated April 24, 1998 by and between Doctor's Care of Georgia, P.C. and UCI Medical Affiliates of Georgia, Inc. Exhibit 10.19 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement") is entered into and effective as of April 24, 1998, by and between Doctor's Care of Georgia, P.C., a Georgia professional corporation (hereinafter referred to as "Doctor's Care"), and UCI Medical Affiliates of Georgia, Inc, a South Carolina corporation (hereinafter referred to as "Medical Management"). RECITALS WHEREAS, Doctor's Care is a medical practice that provides medical services to patients. Doctor's Care's services are performed by employed physicians, by physician employees of independent physician practices under contract with Doctor's Care and pursuant to contracts with independent physicians, as well as by nurse practitioners and other physician extenders (collectively referred to as "Doctor's Care Personnel"); WHEREAS, Doctor's Care does not own or possess facilities for the provision of its services nor does it own or possess medical equipment, furnishings or supplies that are required for the delivery of medical services; WHEREAS, except for the Doctor's Care Personnel, Doctor's Care does not employ, and is not desirous of employing, other personnel who may be necessary to the proper operation of a medical practice, including nurses, technicians, administrative and management staff; WHEREAS, Medical Management is in the business of providing comprehensive management services to medical practices, including the provision of office space and equipment, the hiring of non-medical personnel, the recruitment of medical personnel, the provision of billing and collection services, and the coordination of relationships between primary care physicians, specialist physicians and hospitals under managed care and other arrangements; WHEREAS, Medical Management has special expertise and experience in the operation, management and marketing of the non-medical aspects of medical clinics of the type operated or intended to be operated by Doctor's Care. Medical Management has been and will continue to be primarily involved in the non-medical development and management of medical facilities. Medical Management has developed and will continue to develop the non-medical aspects of a number of facilities where high quality health care has been and will be provided at low cost because of efficiencies of scale and management expertise; and WHEREAS, the parties desire that Medical Management provide the above-described services to Doctor's Care, according to the terms and conditions set forth below. THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Definitions. 1.1 "Ancillary Services" means services other than medical and nursing services, including but not limited to radiology, health education, pharmacy, pathology and laboratory, and therapy services provided to Doctor's Care patients. 1.2 "Quality Assurance Program" (Program) is the ongoing monitoring of the quality of medical services through qualitative and quantitative analyses and the recommendation of quality improvements. 1.3 "Utilization Review" means the review of medical care provided to patients for necessity and appropriateness conducted either concurrently with the provision of the services or retrospectively after they have been rendered, and which review may result in advice to a physician that a reviewed service is not necessary or appropriate or not eligible for reimbursement under a Payor Agreement. 1.4 "Patient" means a person who receives medical care services from Doctor's Care. 1.5 "Payor" means an employer, insurance carrier, health service plan, trust, nonprofit hospital service plan, governmental unit or any other entity which is obligated to provide or reimburse health care providers for providing health care services to a Patient. 1.6 "Payor Agreement" means an agreement between a Payor and Doctor's Care (or its authorized representative) under which Doctor's Care renders health care services to Patients. 2. Term of Agreement. Commencing on the effective date set forth above, this Agreement shall continue in effect for a period of forty (40) years. It shall automatically renew for an additional ten (10) year term unless Medical Management shall provide Doctor's Care at least one hundred and twenty (120) days' advance written notice of its intention to let the Agreement expire. Thereafter, it shall renew for successive ten (10) year terms unless either party shall provide the other at least one hundred and twenty (120) days' advance written notice of its intention to let the Agreement expire at the end of any such term prior to the end of such term. 3. Obligations of Medical Management. 3.1 Facilities. Medical Management shall provide to Doctor's Care, for Doctor's Care's use, suitable facilities in which it can provide health care services. Medical Management shall own, enter into a lease, sublease or other occupancy agreement for each such facility if required by the owner. The facilities which are subject to this Agreement shall be designated from time to time exclusively by Medical Management. Each such facility and hereafter acquired or leased facility so designated by Medical Management is hereinafter referred to as an "Office" and all such facilities and hereafter acquired or leased facility so designated by Medical Management are hereinafter referred to as the "Offices." 3.2 Furniture. Fixtures and Equipment 3.2.1 During the term of this Agreement and all renewals and extensions hereof, Medical Management shall provide Doctor's Care at each Office at which Doctor's Care performs its health care services, the medical equipment, office equipment, furniture, fixtures, furnishings and leasehold improvements. 3.2.2 The use by Doctor's Care of such furniture, fixtures, furnishings, and equipment shall be subject to the following conditions: 3.2.2.1 Title to all such furniture, fixtures, furnishings, and equipment shall remain in Medical Management and upon termination of this Agreement, Doctor's Care shall immediately return and surrender all such furniture, fixtures, furnishings, and equipment to Medical Management in as good condition as when received, normal wear and tear excepted. Doctor's Care expressly agrees to execute any appropriate UCC-1 Financing Statement and UCC-1 Fixture Filings, and any amendments thereto, if so requested in writing by Medical Management. 3.2.2.2 Medical Management shall be fully and entirely responsible for all repairs and maintenance of all such furniture, fixtures, furnishings, and equipment, provided, however, that Doctor's Care agrees that it will use its best efforts to prevent damage, excessive wear, and breakdown of all such furniture, fixtures, furnishings, and equipment, and shall advise Medical Management of any and all needed repairs and equipment failures. 3.3 Development, Management and Administrative Services. During the term of this Agreement, and all renewals and extensions hereof, Doctor's Care hereby engages Medical Management to serve as Doctor's Care's exclusive manager and administrator of all non-medical functions and non-physician services relating to the operation of the Offices; and Medical Management agrees to furnish to Doctor's Care all of the non-medical development, management and administrative services as may be needed by Doctor's Care in connection with the operation of the Offices. Such non-medical development, management and administrative services shall include the following: 3.3.1 Bookkeeping and Accounts. Medical Management shall provide all bookkeeping and accounting services necessary or appropriate to support the Offices, including, without limitation, maintenance, custody and supervision of all business records, papers, documents, ledgers, journals and reports, and the preparation, distribution and recordation of all bills and statements for professional services rendered by Doctor's Care, including the billing and completion of reports and forms required by insurance companies or governmental agencies, or other third-party payors (such records, papers, documents, ledgers, journals and reports shall not be deemed to include patient records and other records, reports and documents which relate to patient treatment by Doctor's Care's physicians); provided, however, it is understood that all such business records, papers and documents are the sole property of Doctor's Care, and shall be available for inspection by Doctor's Care at all times, and shall be delivered to Doctor's Care upon termination of this Agreement. Doctor's Care shall provide Medical Management with a complete copy of all such documents, records, and papers at Doctor's Care's expense upon termination of this Agreement. 3.3.2 General Administrative Services. Medical Management shall provide Doctor's Care with overall supervision and management, including the maintenance and repair, of the Offices, and all furniture, fixtures, furnishings, equipment and leasehold improvements located in or at the Offices. 3.3.3 Contract Administration. Medical Management shall provide Doctor's Care with administrative services to enable Doctor's Care to perform on a timely basis all non-medical aspects of all Payor Agreements. Such services shall include the preparation and analysis of reports to enable Doctor's Care to provide physician staffing and supervision at the Offices for the rendering of efficient, high quality medical care to patients. 3.4. Non-Physician Personnel. Medical Management shall provide such support personnel and nursing personnel to Doctor's Care as may be reasonably necessary to enable Doctor's Care to perform medical services at the Offices subject to the following: 3.4.1 Medical Management shall provide all support personnel necessary for Doctor's Care's practice, including, but not limited to, all non-physician technical personnel, nurses, receptionists, secretaries, clerks, purchasing and marketing personnel, janitorial and maintenance personnel, and non-physician supervisory personnel as may be deemed reasonably necessary by Medical Management for the proper and efficient operation of the Office. Notwithstanding the foregoing, if any billing rules (such as Medicare/Medicaid "incident to" rules) require Doctor's Care to be the employer of certain non-physician medical personnel in order for their services to be reimbursed, then Doctor's Care shall be the employer of such non-physician medical personnel (who shall be deemed to be a portion of the "Doctor's Care Personnel"); and 3.4.2 Medical Management shall be responsible for hiring and firing all such support personnel, and shall determine compensation for all such personnel, including determination of salaries, fringe benefits, bonuses, health and disability insurance, workers' compensation insurance, and any other benefits that each such employee shall receive; and 3.4.3 Medical Management shall manage and supervise all such licensed support personnel employed on behalf of Doctor's Care including, but not limited to all nurses, x-ray technicians and laboratory technicians, regarding those aspects of their employment that do not involve performance under the scope of their licensure; provided, however, that Doctor's Care shall manage and supervise all activities of such licensed support personnel performed under the scope of their licensure; 3.5 Supplies. Medical Management shall acquire and supply to Doctor's Care all medical and non-medical supplies of every kind, name or nature, which may reasonably be required by Doctor's Care for the operations of the Offices. 3.6 Security and Maintenance. Medical Management shall provide Doctor's Care with all services and personnel necessary to provide Doctor's Care with proper security, maintenance, and cleanliness of the Offices and the furniture, fixtures, equipment, and leasehold improvements located thereat. Additionally, Medical Management shall furnish to or obtain for group all laundry, linens, uniforms, printing, stationery, forms, telephone service, postage, duplication services, and any and all other supplies and services of a similar nature which are necessary in connection with the day-to-day operation of the Offices. 3.7 Physician Recruiting and Training. Medical Management shall assist Doctor's Care in recruiting, screening and evaluating prospective physician employees and physician contractors for Doctor's Care, and Medical Management shall assist Doctor's Care in training Doctor's Care's physicians in the delivery of medical services at the Offices in a manner consistent with Medical Management's established standards, practices, procedures and policies as may from time to time be in effect. 3.8 Insurance. Medical Management shall use all reasonable efforts to obtain and maintain in full force and effect during the term of this Agreement, and all extensions and renewals thereof, commercial general liability and property insurance which Medical Management deems appropriate to protect against loss in the nature of fire, other catastrophe, theft, business interruption, public liability, and non-medical negligence, with minimum coverage limits of $1,000,000 per occurrence. Medical Management shall use all reasonable efforts to obtain medical malpractice insurance for Doctor's Care and its physician employees in an amount not less than $1,000,000 per incident with a $3,000,000 annual limit per physician either on an "occurrence" or on a "claims made" basis in its judgment. If obtained on a "claims made" basis, such insurance arrangements shall include provision for the purchase of "tail coverage" if such coverage is available at reasonable rates. Medical Management may arrange for such malpractice insurance or portion thereof, including "tail coverage" to be underwritten or funded by an entity which is wholly or partially owned by Medical Management. 3.9 Billing and Collection. In order to relieve Doctor's Care of the administrative burden of handling the billing and collection of sums due under prepaid health plans, fees for medical, x-ray, laboratory and all services provided by or on behalf of Doctor's Care and for which Doctor's Care may charge, Medical Management shall be responsible, on behalf of and for Doctor's Care and any contract physicians or independent physician groups or other organizations practicing medicine for or on behalf of Doctor's Care, on their respective billheads as their agent, for billing and collecting the charges made with respect to all medical, x-ray, laboratory and all other services provided at the Offices. Doctor's Care agrees that it will keep and provide to Medical Management all documents, opinions, diagnoses, recommendations, and other evidence and records necessary for the purpose of supporting the fees charged for all medical and other services from time to time. It is expressly understood that the extent to which Medical Management will endeavor to collect such charges, the methods of collecting, the settling of disputes with respect to charges, and the writing off of charges that may be or appear to be uncollectible shall at all times be within the sole discretion of Medical Management (but subject to all applicable governmental regulations and the terms and conditions of applicable provider agreements), and that Medical Management does not guarantee the extent to which any charges billed will be collected. Doctor's Care or its duly authorized agent shall have the right at all reasonable times and upon the giving of reasonable notice to examine, inspect and copy the records of Medical Management pertaining to such fees, charges, billings and collections. At Doctor's Care's request, Medical Management will re-assign to Doctor's Care for collection by Doctor's Care, any accounts which Medical Management has determined to be uncollectible. 3.10 Bank Accounts and Disbursements. During the term of this Agreement, Medical Management is hereby expressly authorized to, and shall disburse from one or more bank accounts of Doctor's Care sums for the payment of the Cost of Medical Services as that term is defined in Section 7 below, Medical Management's compensation and all other costs, expenses and disbursements which are required or authorized by this Agreement. For administrative convenience, Medical Management shall maintain said bank accounts. 3.11 Market Research. Medical Management shall conduct market research with respect to rates, charges, competitive conditions, competition and business opportunities for Medical Management and Doctor's Care. Medical Management shall compile such information and provide marketing reports and analyses to Doctor's Care. All such marketing services shall be conducted in accordance with the laws, rules, regulations and guidelines of all applicable governmental and quasi-governmental agencies including, but not limited to, the Medical Board of Georgia. 3.12 Contract Negotiations. Medical Management shall negotiate on Doctor's Care's behalf, contracts with prepaid health plans, preferred provider organizations, other group plans, independent physician associations, hospitals and other health care providers for Doctor's Care's services at the Offices, for admission of Doctor's Care's patients for hospitalization and for the provision of health care services for Doctor's Care's patients by other physicians with specialties not available at Doctor's Care. Upon request by Medical Management, Doctor's Care hereby agrees to take any action convenient or necessary for Doctor's Care to approve and enter into any such contracts. 3.13 Management and Planning Reports. Medical Management shall supply Doctor's Care on a regular, periodic basis, such internal reports as may be necessary or appropriate for the parties to assist each other in evaluating the non-medical aspects of the performance and productivity of their respective employees and contractors as well as in evaluating the efficiency and effectiveness of the rendition of their respective management and other non-professional services. Medical Management shall provide Doctor's Care with data and reports for Doctor's Care's exclusive use in conducting Doctor's Care's medical practice, evaluating the performance of Doctor's Care's physicians and for other purposes related to maintaining a high level of patient care quality and improving the efficiency of Doctor's Care's physicians. Medical Management shall meet periodically with Doctor's Care's utilization review designees, medical directors of Offices, Doctor's Care's peer review committees and other representatives of Doctor's Care to review the data and reports provided by Medical Management, to consult with each other with regard to the interpretation of such data and reports, to evaluate the application of such data and reports to the operation of the Offices and to detect and discuss trends in Doctor's Care's medical practice at the Offices. 3.14 Utilization Review. Medical Management shall establish and administer a program of Utilization Review of medical care rendered by Doctor's Care that is consistent with the terms of the Payor Agreements, and Doctor's Care agrees that it and its physicians shall adhere to the advice of such program to the extent that it is consistent with the physician's professional judgment. 3.15 Quality Assurance. It is understood that Doctor's Care has an established Quality Assurance Program to assure a standard of care that is consistent with the laws of the state and federal governments, with the applicable contractual obligations of Doctor's Care, and with the prevailing standards of medical practice and medical care in the community. Medical Management shall assist in the implementation of this Quality Assurance Program. 3.16 Arrangements with Other Providers. The parties hereto acknowledge and agree that Medical Management may enter into arrangements with health care providers other than Doctor's Care, including specialty physicians and hospitals, for the provision of services to patients. 3.17 Doctor's Care Operations. Medical Management shall have exclusive authority over all decision-making for ongoing Doctor's Care major or central operations except for the dispensing of medical services. This authority includes, but is not limited to, the scope of services, patient acceptance policies and procedures, pricing of services, negotiation and execution of contracts, issuance of debt, and establishment and approval of operating and capital budgets. 3.18 Compensation and Selection of Physicians. Medical Management shall have exclusive decision-making authority over the total compensation of Doctor's Care's Personnel. Medical Management shall have the authority to establish and implement guidelines for the selection, hiring and firing of Doctor's Care's Personnel; without limiting the generality of the foregoing, Doctor's Care shall not employ or contract with any Doctor's Care Personnel without the prior consent of Medical Management. 3.19 Notice of Certain Corporate Actions. During the term of this Agreement and any extension or renewal thereof, (i) if Doctor's Care shall desire to amend its bylaws or its Articles of Incorporation; or (ii) if any capital reorganization of the Doctor's Care, reclassification of the capital stock of Doctor's Care, consolidation or merger of Doctor's Care with or into another corporation, sale lease, or transfer of all or substantially all of the property and assets of Doctor's Care shall desire to be effected; or (iii) if Doctor's Care shall desire to pay any dividend, in shares of stock or cash or otherwise, or make any distribution upon the shares of its capital stock, then in any such case, Doctor's Care shall cause to be delivered to Medical Management, at least thirty (30) days prior to the record date fixed for the purpose of determining shareholders entitled to vote on such action, or to receive such dividend, distribution, or offer, or to receive shares or other assets deliverable upon such reorganization, reclassification, consolidation, merger, sale, lease, transfer, dissolution, liquidation, or winding up, as the case may be, a notice containing a brief description of the proposed action and stating such record date. 3.20 Proceeds of Sale of Doctor's Care and/or Offices. During the term of this Agreement and any renewal or extension thereof, in the event all or substantially all the assets of Doctor's Care or one or more of the Offices are sold or otherwise transferred, such sale or transfer shall not be effective except upon the prior written consent of Medical Management which may be withheld for any or no reason, and Medical Management shall be entitled to any and all the proceeds of such sale or transfer. 4. Compliance with Payor Agreements. Medical Management agrees to perform its duties hereunder so as to comply with Doctor's Care's obligations under the Payor Agreements. 5. Conduct of Medical Practice. Doctor's Care shall be solely and exclusively in control of all aspects of the practice of medicine and the delivery of medical services in its practice. The rendition of all medical professional services, including, but not limited to, diagnosis, treatment, surgery, therapy and the prescription of medicine and drugs, and the supervision of preparation of medical reports shall be the responsibility of Doctor's Care. Except as otherwise set forth herein, Doctor's Care shall have the sole right and authority to hire, employ, train, supervise, terminate and compensate all of the Doctor's Care Personnel. Medical Management shall have the authority to establish fees or charges for the rendition of such services. Doctor's Care agrees to assign a physician to act as its Medical Director and to assure that its Offices are adequately staffed during operating hours with such medical personnel as may be necessary to efficiently carry out the practice of medicine at such Offices, all of whom shall be duly licensed by the state in which they practice. 6. Exclusivity. During the term of this Agreement, Doctor's Care agrees not to contract for or to obtain management or administrative services with any organization other than Medical Management. 7. Medical Management's Compensation. 7.1 Definitions. 7.1.1 "Books and Records" means Doctor's Care's books of account, accounting and financial records and all other records relating to and used in the conduct of Medical Management's duties hereunder and also used in the preparation of reports and financial statements. The books and records at all times shall be correct and complete and contain correct and timely entries made with respect to transactions entered into pursuant hereto in accordance with GAAP. 7.1.2 "Cost of Medical Services" means any and all expenses of Doctor's Care with respect to providing services at the Offices or related in any way to the business of Doctor's Care, including without limitation the aggregate compensation of Doctor's Care Personnel, plus the cost of such Doctor's Care Personnel's benefits, including, but not limited to vacation pay, sick pay, health care expenses, Doctor's Care's share of Doctor's Care Personnel's, employment and payroll taxes, professional dues, and other expenses and payments required to be made to or for said Doctor's Care Personnel, pursuant to employment agreements or otherwise, including expense reimbursements and all discretionary bonuses, incentives, and/or payments based on profitability or productivity paid or accrued for Doctor's Care Personnel at said Offices; and also includes the cost of Ancillary Services ordered by Doctor's Care Personnel on behalf of Doctor's Care's patients and the cost of medical malpractice insurance for Doctor's Care and Doctor's Care Personnel. 7.1.3 "GAAP" means at any particular time generally accepted accounting principles as m effect at such time. Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method of valuation as used in the preparation of Medical Management's financial statements. 7.1.4 "Net Revenues" means all Revenues net of allowances for uncollectible accounts. 7.1.5 "Revenues" means all amounts assigned and paid hereunder by Doctor's Care to Medical Management pursuant to Subsection 7.2. 7.2 Assignment to Medical Management. Doctor's Care hereby assigns to Medical Management all of Doctor's Care's rights and interest in all sums which Doctor's Care receives or becomes entitled to receive for the performance of medical services by employees of Doctor's Care and from charges by Doctor's Care for supplies and other items for which Doctor's Care is entitled to charge as reflected in invoices issued by Doctor's Care with respect to the Offices. Notwithstanding the foregoing, no assignment shall be made of any sums or rights to payment, the assignment of which is prohibited by law (e.g., amounts receivable from Medicare claims). In lieu of assignment of the payments described above, Doctor's Care hereby agrees to pay to Medical Management an amount equal to the amount of any such payments within two (2) business days of receiving such payments. 7.3 Remittances on Behalf of Doctor's Care. Medical Management shall pay on Doctor's Care's behalf from the Net Revenues the Cost of Medical Services. Medical Management shall have access to the Books and Records for the purpose of determining payments to be made under this Subsection 7.3. 7.4 Medical Management's Compensation. As compensation for the provision of its services hereunder, Medical Management shall receive the balance, if any, of the Net Revenues remaining after payments of the Costs of Medical Services as set forth in Section 7.3. 8. Records. 8.1 Medical Management agrees to maintain documentation of source data related to quality assurance, Utilization Review and cost and utilization reports prepared for and/or submitted to Doctor's Care for a period of at least five years from the close of the contract period specified in this Agreement. 8.2 Medical Management agrees to make all of its books and records pertaining to the services furnished under the terms of this Agreement (subject to applicable ethical and legal confidentiality requirements) available for inspection, examination or copying by duly authorized representatives of Doctor's Care. 9. Insurance and Indemnification. 9.1 Medical Management shall confirm that any physician provider used by Doctor's Care to serve the needs of Patients shall have professional liability insurance or protection limits of coverage as follows: at least $1,000,000 per occurrence and $3,000,000 annual aggregate for said physician. Medical Management shall provide evidence of the above-described coverage to Doctor's Care upon request. 9.2 Doctor's Care further agrees, during the term of this Agreement, to indemnify and hold harmless Medical Management against any claims or liabilities arising under this Agreement which are the sole responsibility of Doctor's Care or its employees or agents. 10. Confidentiality. 10.1 Patient Records. All patients records, reports and information obtained, generated, or encountered relating to Offices, which have not and hereafter are not designated by Medical Management as being Medical Management's property shall at all times be the property of Doctor's Care and so long as in the possession, use or control of either party, shall be kept in the strictest confidence by both parties. Medical Management shall instruct all of its personnel to keep confidential any such information, as well as any financial, statistical, personnel, and patient information obtained or encountered relating to Doctor's Care or to Doctor's Care's operations. Both parties agree to comply with all applicable laws, regulations and professional standards concerning the confidentiality of patient records. 10.2 Proprietary Information. Doctor's Care recognizes that due to the nature of this Agreement, Doctor's Care will have access to information of a proprietary nature owned by Medical Management including, but not limited to, any and all computer programs (whether or not completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by Medical Management for the operation of facilities managed by Medical Management. Consequently, Doctor's Care acknowledges and agrees that Medical Management has a proprietary interest in all such information and that all such information constitutes confidential and proprietary information and is the trade secret property of Medical Management. Doctor's Care hereby waives any and all right, title and interest in and to such trade secrets and confidential information and agrees to return all copies of such trade secrets and confidential information related thereto to Medical Management, at Doctor's Care's expense, upon the termination of the Agreement. Doctor's Care further acknowledges and agrees that Medical Management is entitled to prevent its competitors from obtaining and utilizing its trade secrets and confidential information. Therefore, Doctor's Care agrees to hold Medical Management's trade secrets and confidential information in strictest confidence and not to disclose them or allow them to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Medical Management or Doctor's Care, without the prior written consent of Medical Management. Doctor's Care shall not, either during the term of this Agreement, or at any time after the expiration or sooner termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Medical Management or Doctor's Care any confidential or proprietary information or trade secret information obtained by Doctor's Care from Medical Management, except as otherwise required by law. Doctor's Care agrees to require each independent contractor and employee of Doctor's Care, and any such persons or entities to whom such information is disclosed for the purpose of performance of Medical Management's or Doctor's Care's obligations under this Agreement, to execute a "Confidentiality Agreement" in a form acceptable to Medical Management. Doctor's Care acknowledges and agrees that a breach of this Section 10 will result in irreparable harm to Medical Management which cannot be reasonably or adequately compensated in damages, and therefore Medical Management shall be entitled to injunctive and equitable relief to prevent a breach and to secure enforcement thereof, in addition to any other relief or award to which Medical Management may be entitled. 11. Cooperation. 11.1 Doctor's Care and Medical Management agree that they shall at all times maintain an effective liaison and close cooperation with each other to facilitate provision of high quality and cost effective health care to Patients. 11.2 Each of the parties agrees to cooperate fully with each other in connection with the performance of their respective obligations under this Agreement, and both parties agree to employ their best efforts to resolve any dispute that may arise under or in connection with this Agreement. Subject to Medical Management maintaining the confidentiality of patient records and Doctor's Care's confidential information, Doctor's Care shall provide to Medical Management full and complete access to Doctor's Care's premises, and to Doctor's Care charts, books, and records, in order that Medical Management can perform its functions hereunder. 11.3 During the term of this Agreement, Doctor's Care shall not add facilities or clinics for the practice of medicine by Doctor's Care's physicians without the prior approval of Medical Management. 11.4 Notwithstanding any other provisions contained herein, Medical Management shall not be liable to Doctor's Care, and shall not be deemed to be in default hereunder, for the failure to perform or provide any of the supplies, services, personnel, or other obligations to be performed or provided by Medical Management pursuant to this Agreement if such failure is a result of a labor dispute, act of God, or any other event which is beyond the reasonable control of Medical Management. 12. License of Intellectual Property. During the term of this Agreement and any extension or renewals thereof, each of the party's hereto hereby grants royalty free to the other party hereto the non-exclusive right and license to use any and all trademarks, trade names, service marks, logos, and other intellectual property rights owned by the granting party. The licensed intellectual property and any goodwill associated therewith are and shall at all times remain the property of the granting party. 13. Doctor's Care Patient Grievances. Medical Management agrees to comply with the complaint, grievance and disenrollment policies of Payors in resolving any Patient grievances related to the provision of medical services by Doctor's Care. Doctor's Care shall bring to the attention of Medical Management all applicable complaints or grievances involving Doctor's Care, and Medical Management shall promptly, in accordance with any applicable Payor procedures, investigate such complaints and use its best efforts to resolve them in a fair and equitable manner. Medical Management agrees to notify Doctor's Care monthly of any complaints from Patients and of actions taken or proposed with respect to the disposition of such complaints. 14. Professional Training and Licensing Standards. 14.1 Medical Management warrants that any provider that it engages to provide services to Patients is in compliance with applicable local, state, and federal laws, regulations and/or licensing requirements relating to the provision of services that they will provide. 14.2 Doctor's Care shall provide Medical Management with a copy of credentials requirements and agrees to provide Medical Management with documentation that each physician providing services to Doctor's Care Patients is appropriately credentialled. This documentation will include proof of licensure and specialty certification as applicable. This documentation shall be maintained on file by Medical Management and reviewed by Doctor's Care and Medical Management on an annual basis. Doctor's Care will maintain oversight responsibility to assure that all licensed physicians are credentialled according to its managed care Quality Assurance Program. 15. Non-Discrimination. 15.1 In the performance of this contract, Doctor's Care and Medical Management shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical or psychological disability, medical condition, marital status, age, sex or sexual orientation. Doctor's Care and Medical Management shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and shall comply with all the provisions of law applicable thereto. 15.2 The applicable regulations of law relating to the treatment and evaluation of employees and applicants for employment are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Doctor's Care and Medical Management shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 16. Arbitration. If a dispute or matter in controversy arises between the parties hereto which they are unable to resolve to their mutual satisfaction within ten (10) days of written notice from one to the other of the existence of such dispute, then either party may notify the other party in writing (the "Notice") that the dispute be submitted to binding arbitration as provided herein. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be selected by Medical Management, one of which shall be selected by Doctor's Care, each within 10 days of the Notice, and the third shall be selected by the first two within ten (10) days of their selection. If either party shall fail to make a selection within ten (10) days, the first arbitrator shall select the remaining two (2). In the event that any arbitrator shall resign or otherwise fail to perform his duties, his successor shall immediately be selected by the party who selected such arbitrator in the first instance. The arbitration panel shall have the authority to assess costs and shall award attorneys' fees. Either party may have recourse to the courts for enforcement of the award of the arbitration panel. Notwithstanding any provision of this Section 16, the arbitration panel shall have no authority to override Medical Management's exclusive authority over the ongoing major or central operations of Doctor's Care, as specifically set forth in Subsection 3.17 and as otherwise set forth in this Agreement. With respect to any dispute brought by Doctor's Care, the arbitration panel and any court of competent jurisdiction may order termination of this Agreement only upon a finding beyond a reasonable doubt that Medical Management (a) was grossly negligent, (b) committed a fraudulent act, or (c) committed illegal acts. 17. Waiver of Violation. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. 18. Miscellaneous. 18.1 Enforceability. If any provision of this Agreement shall be for any reason invalid or unenforceable, the remaining provisions shall be nevertheless effective. 18.2 Amendments. This Agreement constitutes the entire written understanding between the parties and may only be amended by Medical Management providing notice to Doctor's Care of such amendment. 18.3 Independent Relationship. In the performance of this Agreement, it is mutually understood and agreed that all physicians practicing medicine at any of the Offices are at all times acting and performing as employees of Doctor's Care or as independent contractors with Doctor's Care ("Doctor's Care's Physicians") and not employees or agents of Medical Management. Medical Management shall neither have nor exercise any control or direction over the methods by which Doctor's Care or Doctor's Care's Physicians shall practice medicine. The function of Medical Management is to provide Doctor's Care with all non-medical services in a competent, efficient, and satisfactory manner. Doctor's Care and Doctor's Care's Physicians shall have no claim under this Agreement or otherwise against Medical Management for workers' compensation, unemployment compensation, sick leave, vacation pay, retirement benefits, Social Security benefits, or any other employee benefits, all of which shall be the sole responsibility of Doctor's Care. Since Doctor's Care's Physicians are not employees of Medical Management, it shall not withhold on behalf of Doctor's Care's Physicians pursuant to this Agreement any sums for income tax, unemployment insurance, Social Security, or otherwise pursuant to any law or requirement of any governmental agency, and all such withholding, if any is required, shall be the sole responsibility of Doctor's Care. Doctor's Care shall indemnify and hold harmless Medical Management from any and all loss or liability arising with respect to any of the foregoing benefits or withholding requirements. 18.4 Assignability. This Agreement and all rights and obligations hereunder may not be assigned by Doctor's Care without the prior written consent of Medical Management. Medical Management may assign this Agreement or any or all rights and obligations hereunder at any time upon notice to Doctor's Care. 18.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of South Carolina. [SIGNATURE PAGE ATTACHED] IN WITNESS WHEREOF, the parties hereto have caused this Administrative Services Agreement to be executed by their duly authorized representatives as of the date first above written. UCI MEDICAL AFFILIATES OF GEORGIA, INC. By: /S/ M. F. MCFARLAND, III, M.D. M.F. McFarland, III, M.D. Title: President and Chief Executive Officer Address: 1901 Main Street Suite 1200 Columbia, SC 29201 DOCTOR'S CARE OF GEORGIA, P.C. By: /S/ JERRY F. WELLS, JR. Jerry F. Wells, Jr. Title: Secretary and Treasurer Address: 1901 Main Street Suite 1200 Columbia, SC 29201 Exhibit 10.20 Administrative Services Agreement dated April 24, 1998 by and between Doctor's Care of Tennessee, P.C. and UCI Medical Affiliates of Georgia, Inc. Exhibit 10.20 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement") is entered into and effective as of April 24, 1998, by and between Doctor's Care of Tennessee, P.C., a Tennessee professional corporation (hereinafter referred to as "Doctor's Care"), and UCI Medical Affiliates of Georgia, Inc, a South Carolina corporation (hereinafter referred to as "Medical Management"). RECITALS WHEREAS, Doctor's Care is a medical practice that provides medical services to patients. Doctor's Care's services are performed by employed physicians, by physician employees of independent physician practices under contract with Doctor's Care and pursuant to contracts with independent physicians, as well as by nurse practitioners and other physician extenders (collectively referred to as "Doctor's Care Personnel"); WHEREAS, Doctor's Care does not own or possess facilities for the provision of its services nor does it own or possess medical equipment, furnishings or supplies that are required for the delivery of medical services; WHEREAS, except for the Doctor's Care Personnel, Doctor's Care does not employ, and is not desirous of employing, other personnel who may be necessary to the proper operation of a medical practice, including nurses, technicians, administrative and management staff; WHEREAS, Medical Management is in the business of providing comprehensive management services to medical practices, including the provision of office space and equipment, the hiring of non-medical personnel, the recruitment of medical personnel, the provision of billing and collection services, and the coordination of relationships between primary care physicians, specialist physicians and hospitals under managed care and other arrangements; WHEREAS, Medical Management has special expertise and experience in the operation, management and marketing of the non-medical aspects of medical clinics of the type operated or intended to be operated by Doctor's Care. Medical Management has been and will continue to be primarily involved in the non-medical development and management of medical facilities. Medical Management has developed and will continue to develop the non-medical aspects of a number of facilities where high quality health care has been and will be provided at low cost because of efficiencies of scale and management expertise; and WHEREAS, the parties desire that Medical Management provide the above-described services to Doctor's Care, according to the terms and conditions set forth below. THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows: 1. Definitions. 1.1 "Ancillary Services" means services other than medical and nursing services, including but not limited to radiology, health education, pharmacy, pathology and laboratory, and therapy services provided to Doctor's Care patients. 1.2 "Quality Assurance Program" (Program) is the ongoing monitoring of the quality of medical services through qualitative and quantitative analyses and the recommendation of quality improvements. 1.3 "Utilization Review" means the review of medical care provided to patients for necessity and appropriateness conducted either concurrently with the provision of the services or retrospectively after they have been rendered, and which review may result in advice to a physician that a reviewed service is not necessary or appropriate or not eligible for reimbursement under a Payor Agreement. 1.4 "Patient" means a person who receives medical care services from Doctor's Care. 1.5 "Payor" means an employer, insurance carrier, health service plan, trust, nonprofit hospital service plan, governmental unit or any other entity which is obligated to provide or reimburse health care providers for providing health care services to a Patient. 1.6 "Payor Agreement" means an agreement between a Payor and Doctor's Care (or its authorized representative) under which Doctor's Care renders health care services to Patients. 2. Term of Agreement. Commencing on the effective date set forth above, this Agreement shall continue in effect for a period of forty (40) years. It shall automatically renew for an additional ten (10) year term unless Medical Management shall provide Doctor's Care at least one hundred and twenty (120) days' advance written notice of its intention to let the Agreement expire. Thereafter, it shall renew for successive ten (10) year terms unless either party shall provide the other at least one hundred and twenty (120) days' advance written notice of its intention to let the Agreement expire at the end of any such term prior to the end of such term. 3. Obligations of Medical Management. 3.1 Facilities. Medical Management shall provide to Doctor's Care, for Doctor's Care's use, suitable facilities in which it can provide health care services. Medical Management shall own, enter into a lease, sublease or other occupancy agreement for each such facility if required by the owner. The facilities which are subject to this Agreement shall be designated from time to time exclusively by Medical Management. Each such facility and hereafter acquired or leased facility so designated by Medical Management is hereinafter referred to as an "Office" and all such facilities and hereafter acquired or leased facility so designated by Medical Management are hereinafter referred to as the "Offices." 3.2 Furniture. Fixtures and Equipment 3.2.1 During the term of this Agreement and all renewals and extensions hereof, Medical Management shall provide Doctor's Care at each Office at which Doctor's Care performs its health care services, the medical equipment, office equipment, furniture, fixtures, furnishings and leasehold improvements. 3.2.2 The use by Doctor's Care of such furniture, fixtures, furnishings, and equipment shall be subject to the following conditions: 3.2.2.1 Title to all such furniture, fixtures, furnishings, and equipment shall remain in Medical Management and upon termination of this Agreement, Doctor's Care shall immediately return and surrender all such furniture, fixtures, furnishings, and equipment to Medical Management in as good condition as when received, normal wear and tear excepted. Doctor's Care expressly agrees to execute any appropriate UCC-1 Financing Statement and UCC-1 Fixture Filings, and any amendments thereto, if so requested in writing by Medical Management. 3.2.2.2 Medical Management shall be fully and entirely responsible for all repairs and maintenance of all such furniture, fixtures, furnishings, and equipment, provided, however, that Doctor's Care agrees that it will use its best efforts to prevent damage, excessive wear, and breakdown of all such furniture, fixtures, furnishings, and equipment, and shall advise Medical Management of any and all needed repairs and equipment failures. 3.3 Development, Management and Administrative Services. During the term of this Agreement, and all renewals and extensions hereof, Doctor's Care hereby engages Medical Management to serve as Doctor's Care's exclusive manager and administrator of all non-medical functions and non-physician services relating to the operation of the Offices; and Medical Management agrees to furnish to Doctor's Care all of the non-medical development, management and administrative services as may be needed by Doctor's Care in connection with the operation of the Offices. Such non-medical development, management and administrative services shall include the following: 3.3.1 Bookkeeping and Accounts. Medical Management shall provide all bookkeeping and accounting services necessary or appropriate to support the Offices, including, without limitation, maintenance, custody and supervision of all business records, papers, documents, ledgers, journals and reports, and the preparation, distribution and recordation of all bills and statements for professional services rendered by Doctor's Care, including the billing and completion of reports and forms required by insurance companies or governmental agencies, or other third-party payors (such records, papers, documents, ledgers, journals and reports shall not be deemed to include patient records and other records, reports and documents which relate to patient treatment by Doctor's Care's physicians); provided, however, it is understood that all such business records, papers and documents are the sole property of Doctor's Care, and shall be available for inspection by Doctor's Care at all times, and shall be delivered to Doctor's Care upon termination of this Agreement. Doctor's Care shall provide Medical Management with a complete copy of all such documents, records, and papers at Doctor's Care's expense upon termination of this Agreement. 3.3.2 General Administrative Services. Medical Management shall provide Doctor's Care with overall supervision and management, including the maintenance and repair, of the Offices, and all furniture, fixtures, furnishings, equipment and leasehold improvements located in or at the Offices. 3.3.3 Contract Administration. Medical Management shall provide Doctor's Care with administrative services to enable Doctor's Care to perform on a timely basis all non-medical aspects of all Payor Agreements. Such services shall include the preparation and analysis of reports to enable Doctor's Care to provide physician staffing and supervision at the Offices for the rendering of efficient, high quality medical care to patients. 3.4. Non-Physician Personnel. Medical Management shall provide such support personnel and nursing personnel to Doctor's Care as may be reasonably necessary to enable Doctor's Care to perform medical services at the Offices subject to the following: 3.4.1 Medical Management shall provide all support personnel necessary for Doctor's Care's practice, including, but not limited to, all non-physician technical personnel, nurses, receptionists, secretaries, clerks, purchasing and marketing personnel, janitorial and maintenance personnel, and non-physician supervisory personnel as may be deemed reasonably necessary by Medical Management for the proper and efficient operation of the Office. Notwithstanding the foregoing, if any billing rules (such as Medicare/Medicaid "incident to" rules) require Doctor's Care to be the employer of certain non-physician medical personnel in order for their services to be reimbursed, then Doctor's Care shall be the employer of such non-physician medical personnel (who shall be deemed to be a portion of the "Doctor's Care Personnel"); and 3.4.2 Medical Management shall be responsible for hiring and firing all such support personnel, and shall determine compensation for all such personnel, including determination of salaries, fringe benefits, bonuses, health and disability insurance, workers' compensation insurance, and any other benefits that each such employee shall receive; and 3.4.3 Medical Management shall manage and supervise all such licensed support personnel employed on behalf of Doctor's Care including, but not limited to all nurses, x-ray technicians and laboratory technicians, regarding those aspects of their employment that do not involve performance under the scope of their licensure; provided, however, that Doctor's Care shall manage and supervise all activities of such licensed support personnel performed under the scope of their licensure; 3.5 Supplies. Medical Management shall acquire and supply to Doctor's Care all medical and non-medical supplies of every kind, name or nature, which may reasonably be required by Doctor's Care for the operations of the Offices. 3.6 Security and Maintenance. Medical Management shall provide Doctor's Care with all services and personnel necessary to provide Doctor's Care with proper security, maintenance, and cleanliness of the Offices and the furniture, fixtures, equipment, and leasehold improvements located thereat. Additionally, Medical Management shall furnish to or obtain for group all laundry, linens, uniforms, printing, stationery, forms, telephone service, postage, duplication services, and any and all other supplies and services of a similar nature which are necessary in connection with the day-to-day operation of the Offices. 3.7 Physician Recruiting and Training. Medical Management shall assist Doctor's Care in recruiting, screening and evaluating prospective physician employees and physician contractors for Doctor's Care, and Medical Management shall assist Doctor's Care in training Doctor's Care's physicians in the delivery of medical services at the Offices in a manner consistent with Medical Management's established standards, practices, procedures and policies as may from time to time be in effect. 3.8 Insurance. Medical Management shall use all reasonable efforts to obtain and maintain in full force and effect during the term of this Agreement, and all extensions and renewals thereof, commercial general liability and property insurance which Medical Management deems appropriate to protect against loss in the nature of fire, other catastrophe, theft, business interruption, public liability, and non-medical negligence, with minimum coverage limits of $1,000,000 per occurrence. Medical Management shall use all reasonable efforts to obtain medical malpractice insurance for Doctor's Care and its physician employees in an amount not less than $1,000,000 per incident with a $3,000,000 annual limit per physician either on an "occurrence" or on a "claims made" basis in its judgment. If obtained on a "claims made" basis, such insurance arrangements shall include provision for the purchase of "tail coverage" if such coverage is available at reasonable rates. Medical Management may arrange for such malpractice insurance or portion thereof, including "tail coverage" to be underwritten or funded by an entity which is wholly or partially owned by Medical Management. 3.9 Billing and Collection. In order to relieve Doctor's Care of the administrative burden of handling the billing and collection of sums due under prepaid health plans, fees for medical, x-ray, laboratory and all services provided by or on behalf of Doctor's Care and for which Doctor's Care may charge, Medical Management shall be responsible, on behalf of and for Doctor's Care and any contract physicians or independent physician groups or other organizations practicing medicine for or on behalf of Doctor's Care, on their respective billheads as their agent, for billing and collecting the charges made with respect to all medical, x-ray, laboratory and all other services provided at the Offices. Doctor's Care agrees that it will keep and provide to Medical Management all documents, opinions, diagnoses, recommendations, and other evidence and records necessary for the purpose of supporting the fees charged for all medical and other services from time to time. It is expressly understood that the extent to which Medical Management will endeavor to collect such charges, the methods of collecting, the settling of disputes with respect to charges, and the writing off of charges that may be or appear to be uncollectible shall at all times be within the sole discretion of Medical Management (but subject to all applicable governmental regulations and the terms and conditions of applicable provider agreements), and that Medical Management does not guarantee the extent to which any charges billed will be collected. Doctor's Care or its duly authorized agent shall have the right at all reasonable times and upon the giving of reasonable notice to examine, inspect and copy the records of Medical Management pertaining to such fees, charges, billings and collections. At Doctor's Care's request, Medical Management will re-assign to Doctor's Care for collection by Doctor's Care, any accounts which Medical Management has determined to be uncollectible. 3.10 Bank Accounts and Disbursements. During the term of this Agreement, Medical Management is hereby expressly authorized to, and shall disburse from one or more bank accounts of Doctor's Care sums for the payment of the Cost of Medical Services as that term is defined in Section 7 below, Medical Management's compensation and all other costs, expenses and disbursements which are required or authorized by this Agreement. For administrative convenience, Medical Management shall maintain said bank accounts. 3.11 Market Research. Medical Management shall conduct market research with respect to rates, charges, competitive conditions, competition and business opportunities for Medical Management and Doctor's Care. Medical Management shall compile such information and provide marketing reports and analyses to Doctor's Care. All such marketing services shall be conducted in accordance with the laws, rules, regulations and guidelines of all applicable governmental and quasi-governmental agencies including, but not limited to, the Medical Board of Tennessee. 3.12 Contract Negotiations. Medical Management shall negotiate on Doctor's Care's behalf, contracts with prepaid health plans, preferred provider organizations, other group plans, independent physician associations, hospitals and other health care providers for Doctor's Care's services at the Offices, for admission of Doctor's Care's patients for hospitalization and for the provision of health care services for Doctor's Care's patients by other physicians with specialties not available at Doctor's Care. Upon request by Medical Management, Doctor's Care hereby agrees to take any action convenient or necessary for Doctor's Care to approve and enter into any such contracts. 3.13 Management and Planning Reports. Medical Management shall supply Doctor's Care on a regular, periodic basis, such internal reports as may be necessary or appropriate for the parties to assist each other in evaluating the non-medical aspects of the performance and productivity of their respective employees and contractors as well as in evaluating the efficiency and effectiveness of the rendition of their respective management and other non-professional services. Medical Management shall provide Doctor's Care with data and reports for Doctor's Care's exclusive use in conducting Doctor's Care's medical practice, evaluating the performance of Doctor's Care's physicians and for other purposes related to maintaining a high level of patient care quality and improving the efficiency of Doctor's Care's physicians. Medical Management shall meet periodically with Doctor's Care's utilization review designees, medical directors of Offices, Doctor's Care's peer review committees and other representatives of Doctor's Care to review the data and reports provided by Medical Management, to consult with each other with regard to the interpretation of such data and reports, to evaluate the application of such data and reports to the operation of the Offices and to detect and discuss trends in Doctor's Care's medical practice at the Offices. 3.14 Utilization Review. Medical Management shall establish and administer a program of Utilization Review of medical care rendered by Doctor's Care that is consistent with the terms of the Payor Agreements, and Doctor's Care agrees that it and its physicians shall adhere to the advice of such program to the extent that it is consistent with the physician's professional judgment. 3.15 Quality Assurance. It is understood that Doctor's Care has an established Quality Assurance Program to assure a standard of care that is consistent with the laws of the state and federal governments, with the applicable contractual obligations of Doctor's Care, and with the prevailing standards of medical practice and medical care in the community. Medical Management shall assist in the implementation of this Quality Assurance Program. 3.16 Arrangements with Other Providers. The parties hereto acknowledge and agree that Medical Management may enter into arrangements with health care providers other than Doctor's Care, including specialty physicians and hospitals, for the provision of services to patients. 3.17 Doctor's Care Operations. Medical Management shall have exclusive authority over all decision-making for ongoing Doctor's Care major or central operations except for the dispensing of medical services. This authority includes, but is not limited to, the scope of services, patient acceptance policies and procedures, pricing of services, negotiation and execution of contracts, issuance of debt, and establishment and approval of operating and capital budgets. 3.18 Compensation and Selection of Physicians. Medical Management shall have exclusive decision-making authority over the total compensation of Doctor's Care's Personnel. Medical Management shall have the authority to establish and implement guidelines for the selection, hiring and firing of Doctor's Care's Personnel; without limiting the generality of the foregoing, Doctor's Care shall not employ or contract with any Doctor's Care Personnel without the prior consent of Medical Management. 3.19 Notice of Certain Corporate Actions. During the term of this Agreement and any extension or renewal thereof, (i) if Doctor's Care shall desire to amend its bylaws or its Articles of Incorporation; or (ii) if any capital reorganization of the Doctor's Care, reclassification of the capital stock of Doctor's Care, consolidation or merger of Doctor's Care with or into another corporation, sale lease, or transfer of all or substantially all of the property and assets of Doctor's Care shall desire to be effected; or (iii) if Doctor's Care shall desire to pay any dividend, in shares of stock or cash or otherwise, or make any distribution upon the shares of its capital stock, then in any such case, Doctor's Care shall cause to be delivered to Medical Management, at least thirty (30) days prior to the record date fixed for the purpose of determining shareholders entitled to vote on such action, or to receive such dividend, distribution, or offer, or to receive shares or other assets deliverable upon such reorganization, reclassification, consolidation, merger, sale, lease, transfer, dissolution, liquidation, or winding up, as the case may be, a notice containing a brief description of the proposed action and stating such record date. 3.20 Proceeds of Sale of Doctor's Care and/or Offices. During the term of this Agreement and any renewal or extension thereof, in the event all or substantially all the assets of Doctor's Care or one or more of the Offices are sold or otherwise transferred, such sale or transfer shall not be effective except upon the prior written consent of Medical Management which may be withheld for any or no reason, and Medical Management shall be entitled to any and all the proceeds of such sale or transfer. 4. Compliance with Payor Agreements. Medical Management agrees to perform its duties hereunder so as to comply with Doctor's Care's obligations under the Payor Agreements. 5. Conduct of Medical Practice. Doctor's Care shall be solely and exclusively in control of all aspects of the practice of medicine and the delivery of medical services in its practice. The rendition of all medical professional services, including, but not limited to, diagnosis, treatment, surgery, therapy and the prescription of medicine and drugs, and the supervision of preparation of medical reports shall be the responsibility of Doctor's Care. Except as otherwise set forth herein, Doctor's Care shall have the sole right and authority to hire, employ, train, supervise, terminate and compensate all of the Doctor's Care Personnel. Medical Management shall have the authority to establish fees or charges for the rendition of such services. Doctor's Care agrees to assign a physician to act as its Medical Director and to assure that its Offices are adequately staffed during operating hours with such medical personnel as may be necessary to efficiently carry out the practice of medicine at such Offices, all of whom shall be duly licensed by the state in which they practice. 6. Exclusivity. During the term of this Agreement, Doctor's Care agrees not to contract for or to obtain management or administrative services with any organization other than Medical Management. 7. Medical Management's Compensation. 7.1 Definitions. 7.1.1 "Books and Records" means Doctor's Care's books of account, accounting and financial records and all other records relating to and used in the conduct of Medical Management's duties hereunder and also used in the preparation of reports and financial statements. The books and records at all times shall be correct and complete and contain correct and timely entries made with respect to transactions entered into pursuant hereto in accordance with GAAP. 7.1.2 "Cost of Medical Services" means any and all expenses of Doctor's Care with respect to providing services at the Offices or related in any way to the business of Doctor's Care, including without limitation the aggregate compensation of Doctor's Care Personnel, plus the cost of such Doctor's Care Personnel's benefits, including, but not limited to vacation pay, sick pay, health care expenses, Doctor's Care's share of Doctor's Care Personnel's, employment and payroll taxes, professional dues, and other expenses and payments required to be made to or for said Doctor's Care Personnel, pursuant to employment agreements or otherwise, including expense reimbursements and all discretionary bonuses, incentives, and/or payments based on profitability or productivity paid or accrued for Doctor's Care Personnel at said Offices; and also includes the cost of Ancillary Services ordered by Doctor's Care Personnel on behalf of Doctor's Care's patients and the cost of medical malpractice insurance for Doctor's Care and Doctor's Care Personnel. 7.1.3 "GAAP" means at any particular time generally accepted accounting principles as m effect at such time. Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed unless otherwise specifically provided herein, in accordance with GAAP as consistently applied and using the same method of valuation as used in the preparation of Medical Management's financial statements. 7.1.4 "Net Revenues" means all Revenues net of allowances for uncollectible accounts. 7.1.5 "Revenues" means all amounts assigned and paid hereunder by Doctor's Care to Medical Management pursuant to Subsection 7.2. 7.2 Assignment to Medical Management. Doctor's Care hereby assigns to Medical Management all of Doctor's Care's rights and interest in all sums which Doctor's Care receives or becomes entitled to receive for the performance of medical services by employees of Doctor's Care and from charges by Doctor's Care for supplies and other items for which Doctor's Care is entitled to charge as reflected in invoices issued by Doctor's Care with respect to the Offices. Notwithstanding the foregoing, no assignment shall be made of any sums or rights to payment, the assignment of which is prohibited by law (e.g., amounts receivable from Medicare claims). In lieu of assignment of the payments described above, Doctor's Care hereby agrees to pay to Medical Management an amount equal to the amount of any such payments within two (2) business days of receiving such payments. 7.3 Remittances on Behalf of Doctor's Care. Medical Management shall pay on Doctor's Care's behalf from the Net Revenues the Cost of Medical Services. Medical Management shall have access to the Books and Records for the purpose of determining payments to be made under this Subsection 7.3. 7.4 Medical Management's Compensation. As compensation for the provision of its services hereunder, Medical Management shall receive the balance, if any, of the Net Revenues remaining after payments of the Costs of Medical Services as set forth in Section 7.3. 8. Records. 8.1 Medical Management agrees to maintain documentation of source data related to quality assurance, Utilization Review and cost and utilization reports prepared for and/or submitted to Doctor's Care for a period of at least five years from the close of the contract period specified in this Agreement. 8.2 Medical Management agrees to make all of its books and records pertaining to the services furnished under the terms of this Agreement (subject to applicable ethical and legal confidentiality requirements) available for inspection, examination or copying by duly authorized representatives of Doctor's Care. 9. Insurance and Indemnification. 9.1 Medical Management shall confirm that any physician provider used by Doctor's Care to serve the needs of Patients shall have professional liability insurance or protection limits of coverage as follows: at least $1,000,000 per occurrence and $3,000,000 annual aggregate for said physician. Medical Management shall provide evidence of the above-described coverage to Doctor's Care upon request. 9.2 Doctor's Care further agrees, during the term of this Agreement, to indemnify and hold harmless Medical Management against any claims or liabilities arising under this Agreement which are the sole responsibility of Doctor's Care or its employees or agents. 10. Confidentiality. 10.1 Patient Records. All patients records, reports and information obtained, generated, or encountered relating to Offices, which have not and hereafter are not designated by Medical Management as being Medical Management's property shall at all times be the property of Doctor's Care and so long as in the possession, use or control of either party, shall be kept in the strictest confidence by both parties. Medical Management shall instruct all of its personnel to keep confidential any such information, as well as any financial, statistical, personnel, and patient information obtained or encountered relating to Doctor's Care or to Doctor's Care's operations. Both parties agree to comply with all applicable laws, regulations and professional standards concerning the confidentiality of patient records. 10.2 Proprietary Information. Doctor's Care recognizes that due to the nature of this Agreement, Doctor's Care will have access to information of a proprietary nature owned by Medical Management including, but not limited to, any and all computer programs (whether or not completed or in use) and any and all operating manuals or similar materials which constitute the non-medical systems, policies and procedures, and methods of doing business developed by Medical Management for the operation of facilities managed by Medical Management. Consequently, Doctor's Care acknowledges and agrees that Medical Management has a proprietary interest in all such information and that all such information constitutes confidential and proprietary information and is the trade secret property of Medical Management. Doctor's Care hereby waives any and all right, title and interest in and to such trade secrets and confidential information and agrees to return all copies of such trade secrets and confidential information related thereto to Medical Management, at Doctor's Care's expense, upon the termination of the Agreement. Doctor's Care further acknowledges and agrees that Medical Management is entitled to prevent its competitors from obtaining and utilizing its trade secrets and confidential information. Therefore, Doctor's Care agrees to hold Medical Management's trade secrets and confidential information in strictest confidence and not to disclose them or allow them to be disclosed, directly or indirectly, to any person or entity other than those persons or entities who are employed by or affiliated with Medical Management or Doctor's Care, without the prior written consent of Medical Management. Doctor's Care shall not, either during the term of this Agreement, or at any time after the expiration or sooner termination of this Agreement, disclose to anyone other than persons or entities who are employed by or affiliated with Medical Management or Doctor's Care any confidential or proprietary information or trade secret information obtained by Doctor's Care from Medical Management, except as otherwise required by law. Doctor's Care agrees to require each independent contractor and employee of Doctor's Care, and any such persons or entities to whom such information is disclosed for the purpose of performance of Medical Management's or Doctor's Care's obligations under this Agreement, to execute a "Confidentiality Agreement" in a form acceptable to Medical Management. Doctor's Care acknowledges and agrees that a breach of this Section 10 will result in irreparable harm to Medical Management which cannot be reasonably or adequately compensated in damages, and therefore Medical Management shall be entitled to injunctive and equitable relief to prevent a breach and to secure enforcement thereof, in addition to any other relief or award to which Medical Management may be entitled. 11. Cooperation. 11.1 Doctor's Care and Medical Management agree that they shall at all times maintain an effective liaison and close cooperation with each other to facilitate provision of high quality and cost effective health care to Patients. 11.2 Each of the parties agrees to cooperate fully with each other in connection with the performance of their respective obligations under this Agreement, and both parties agree to employ their best efforts to resolve any dispute that may arise under or in connection with this Agreement. Subject to Medical Management maintaining the confidentiality of patient records and Doctor's Care's confidential information, Doctor's Care shall provide to Medical Management full and complete access to Doctor's Care's premises, and to Doctor's Care charts, books, and records, in order that Medical Management can perform its functions hereunder. 11.3 During the term of this Agreement, Doctor's Care shall not add facilities or clinics for the practice of medicine by Doctor's Care's physicians without the prior approval of Medical Management. 11.4 Notwithstanding any other provisions contained herein, Medical Management shall not be liable to Doctor's Care, and shall not be deemed to be in default hereunder, for the failure to perform or provide any of the supplies, services, personnel, or other obligations to be performed or provided by Medical Management pursuant to this Agreement if such failure is a result of a labor dispute, act of God, or any other event which is beyond the reasonable control of Medical Management. 12. License of Intellectual Property. During the term of this Agreement and any extension or renewals thereof, each of the party's hereto hereby grants royalty free to the other party hereto the non-exclusive right and license to use any and all trademarks, trade names, service marks, logos, and other intellectual property rights owned by the granting party. The licensed intellectual property and any goodwill associated therewith are and shall at all times remain the property of the granting party. 13. Doctor's Care Patient Grievances. Medical Management agrees to comply with the complaint, grievance and disenrollment policies of Payors in resolving any Patient grievances related to the provision of medical services by Doctor's Care. Doctor's Care shall bring to the attention of Medical Management all applicable complaints or grievances involving Doctor's Care, and Medical Management shall promptly, in accordance with any applicable Payor procedures, investigate such complaints and use its best efforts to resolve them in a fair and equitable manner. Medical Management agrees to notify Doctor's Care monthly of any complaints from Patients and of actions taken or proposed with respect to the disposition of such complaints. 14. Professional Training and Licensing Standards. 14.1 Medical Management warrants that any provider that it engages to provide services to Patients is in compliance with applicable local, state, and federal laws, regulations and/or licensing requirements relating to the provision of services that they will provide. 14.2 Doctor's Care shall provide Medical Management with a copy of credentials requirements and agrees to provide Medical Management with documentation that each physician providing services to Doctor's Care Patients is appropriately credentialled. This documentation will include proof of licensure and specialty certification as applicable. This documentation shall be maintained on file by Medical Management and reviewed by Doctor's Care and Medical Management on an annual basis. Doctor's Care will maintain oversight responsibility to assure that all licensed physicians are credentialled according to its managed care Quality Assurance Program. 15. Non-Discrimination. 15.1 In the performance of this contract, Doctor's Care and Medical Management shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical or psychological disability, medical condition, marital status, age, sex or sexual orientation. Doctor's Care and Medical Management shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination and shall comply with all the provisions of law applicable thereto. 15.2 The applicable regulations of law relating to the treatment and evaluation of employees and applicants for employment are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Doctor's Care and Medical Management shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. 16. Arbitration. If a dispute or matter in controversy arises between the parties hereto which they are unable to resolve to their mutual satisfaction within ten (10) days of written notice from one to the other of the existence of such dispute, then either party may notify the other party in writing (the "Notice") that the dispute be submitted to binding arbitration as provided herein. The arbitration panel shall consist of three (3) arbitrators, one of whom shall be selected by Medical Management, one of which shall be selected by Doctor's Care, each within 10 days of the Notice, and the third shall be selected by the first two within ten (10) days of their selection. If either party shall fail to make a selection within ten (10) days, the first arbitrator shall select the remaining two (2). In the event that any arbitrator shall resign or otherwise fail to perform his duties, his successor shall immediately be selected by the party who selected such arbitrator in the first instance. The arbitration panel shall have the authority to assess costs and shall award attorneys' fees. Either party may have recourse to the courts for enforcement of the award of the arbitration panel. Notwithstanding any provision of this Section 16, the arbitration panel shall have no authority to override Medical Management's exclusive authority over the ongoing major or central operations of Doctor's Care, as specifically set forth in Subsection 3.17 and as otherwise set forth in this Agreement. With respect to any dispute brought by Doctor's Care, the arbitration panel and any court of competent jurisdiction may order termination of this Agreement only upon a finding beyond a reasonable doubt that Medical Management (a) was grossly negligent, (b) committed a fraudulent act, or (c) committed illegal acts. 17. Waiver of Violation. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. 18. Miscellaneous. 18.1 Enforceability. If any provision of this Agreement shall be for any reason invalid or unenforceable, the remaining provisions shall be nevertheless effective. 18.2 Amendments. This Agreement constitutes the entire written understanding between the parties and may only be amended by Medical Management providing notice to Doctor's Care of such amendment. 18.3 Independent Relationship. In the performance of this Agreement, it is mutually understood and agreed that all physicians practicing medicine at any of the Offices are at all times acting and performing as employees of Doctor's Care or as independent contractors with Doctor's Care ("Doctor's Care's Physicians") and not employees or agents of Medical Management. Medical Management shall neither have nor exercise any control or direction over the methods by which Doctor's Care or Doctor's Care's Physicians shall practice medicine. The function of Medical Management is to provide Doctor's Care with all non-medical services in a competent, efficient, and satisfactory manner. Doctor's Care and Doctor's Care's Physicians shall have no claim under this Agreement or otherwise against Medical Management for workers' compensation, unemployment compensation, sick leave, vacation pay, retirement benefits, Social Security benefits, or any other employee benefits, all of which shall be the sole responsibility of Doctor's Care. Since Doctor's Care's Physicians are not employees of Medical Management, it shall not withhold on behalf of Doctor's Care's Physicians pursuant to this Agreement any sums for income tax, unemployment insurance, Social Security, or otherwise pursuant to any law or requirement of any governmental agency, and all such withholding, if any is required, shall be the sole responsibility of Doctor's Care. Doctor's Care shall indemnify and hold harmless Medical Management from any and all loss or liability arising with respect to any of the foregoing benefits or withholding requirements. 18.4 Assignability. This Agreement and all rights and obligations hereunder may not be assigned by Doctor's Care without the prior written consent of Medical Management. Medical Management may assign this Agreement or any or all rights and obligations hereunder at any time upon notice to Doctor's Care. 18.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State of South Carolina. [SIGNATURE PAGE ATTACHED] IN WITNESS WHEREOF, the parties hereto have caused this Administrative Services Agreement to be executed by their duly authorized representatives as of the date first above written. UCI MEDICAL AFFILIATES OF GEORGIA, INC. By: /S/ M. F. MCFARLAND, III, M.D. M.F. McFarland, III, M.D. Title: President and Chief Executive Officer Address: 1901 Main Street Suite 1200 Columbia, SC 29201 DOCTOR'S CARE OF TENNESSEE, P.C. By: /S/ JERRY F. WELLS, JR. Jerry F. Wells, Jr. Title: Secretary and Treasurer Address: 1901 Main Street Suite 1200 Columbia, SC 29201 Exhibit 99.1 News Release dated May 14, 1998 announcing the acquisition of Atlanta based MainStreet Healthcare Corporation, the acquisition of the Columbia, SC, practice of Allan M. Weldon, M.D. and the second quarter fiscal year 1998 results Exhibit 99.1 NEWS RELEASE UCI MEDICAL AFFILIATES, INC. COMPLETES THE ACQUISITION OF ATLANTA BASED MAINSTREET HEALTHCARE CORPORATION Company Acquires the Columbia, SC, practice of Allan M. Weldon, M.D. Company Reports Second Quarter Fiscal Year 1998 Results Columbia, S.C. - May 14, 1998 - UCI Medical Affiliates, Inc. (NASDAQ: UCIA) announced today that it has acquired the assets of MainStreet Healthcare Corporation of Atlanta, Georgia for a combination of cash, debt, UCI stock and debt assumption, effective May 1, 1998. MainStreet, with annualized revenues of approximately $7 million and with approximately 100 employees, owns and operates nine primary care medical offices in the Atlanta, Georgia area and two primary care medical offices in Knoxville, Tennessee. The issuance of the UCI stock is subject to the approval of the UCI shareholders at the forthcoming annual meeting. "UCI's continuing growth through practice acquisitions in both its home state of South Carolina and in neighboring southeastern states should result in UCI being recognized nationally as a significant regional player in the physician practice management industry and thereby further enhance shareholder value," said M.F. McFarland, III, M.D., UCI's President and Chief Executive Officer. With the MainStreet acquisition, UCI and its affiliated Doctor's Care, P.A. will employ approximately 120 full and part time primary care providers. Concurrent with the acquisition of MainStreet, UCI completed a $1.2 million private placement of its common stock through Allen & Company, Incorporated, a New York based investment banking firm. The proceeds will be used for working capital needs and for the cash portion of the MainStreet acquisition. UCI additionally completed the acquisition of substantially all the assets of the medical practice of Allan M. Weldon, M.D., effective March 1, 1998. Dr. Weldon's primary care practice was merged into Midtown Family Practice in Columbia, SC, one of UCI's Family Medicine Division existing locations. The Company also announced that revenue for the second quarter of the fiscal year ending September 30, 1998 increased by 28% to $8,615,000 from $6,715,000 for the first quarter of the fiscal year ended September 30, 1997. Revenue growth is attributed to both same center increases in patient visits and patient charges at established centers and to the expansion in the number of centers UCI operates. Patient encounters increased to 119,000 in the second quarter of fiscal year 1998 from 95,000 in the second quarter of fiscal year 1997. (Over) The Company reported a net loss of $174,000 or $.03 per share for the second quarter of fiscal year 1998, as compared to a profit of $192,000 or $.04 per share for the second quarter of fiscal year 1997. "Acquisitions such as MainStreet, where UCI can take over many of the administrative functions such as billing and collection activities, should allow UCI to more fully utilize the corporate infrastructure that it has invested in over the past few years. This will allow UCI and its acquirees to operate more profitably overall," said Jerry F. Wells, Jr., CPA, UCI's Executive Vice President of Finance and Chief Financial Officer. The Company's March 31, 1998 balance sheet reflects an increase in total assets to $23,234,000, as compared to $20,864,000 at September 30, 1997, while stockholders' equity at March 31, 1998 decreased to $9,342,000 from $9,488,000 at September 30, 1997. UCI Medical Affiliates, Inc. provides non-medical management and administrative services for freestanding medical centers which operate as Doctor's Care urgent care centers, Doctor's Surgical Group, Doctor's Orthopedic Group, the UCI Division of Family Medicine and Progressive Therapy Services. ------------------------------------------------ This press release contains forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company cautions readers of this press release that such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. Although the Company's management believes that their expectations of future performance are based on reasonable assumptions within the bounds of their knowledge of their business and operations, there can be no assurance that actual results will not differ materially from their expectations. Factors which could cause actual results to differ from expectations include, among other things, the difficulty in controlling the Company's cost of providing healthcare and administering its network of Centers; the possible negative effects from changes in reimbursement and capitation payment levels and payment practices by insurance companies, healthcare plans, government payors and other payment sources; the difficulty of attracting primary care physicians; the increasing competition for patients among healthcare providers; possible government regulations in multiple jurisdictions negatively impacting the existing organizational structure of the Company; the possible negative effects of prospective healthcare reform; the challenges and uncertainties in the implementation of the Company's expansion and development strategy; the dependence on key personnel, and other factors described in other reports filed by the Company with the Securities and Exchange Commission. --------------------------------------------------- # # # Contact: Jerry F. Wells, Jr., CPA Executive Vice President of Finance and Chief Financial Officer UCI Medical Affiliates, Inc. (803) 252-3661 EX-27 2 FDS --
5 (Replace this text with the legend) 0000737561 Louise Bryant 1 U.S. Dollars 6-Mos SEP-30-1998 OCT-01-1997 MAR-31-1998 1.000 0 0 6,789,279 768,073 544,396 8,571,146 4,468,271 3,219,434 23,234,120 5,411,586 0 0 0 304,230 9,037,319 23,234,120 0 16,692,563 0 15,809,923 874,102 502,900 555,960 (1,050,761) 558 (1,051,319) 0 0 0 (1,051,319) (.17) (.17)
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