-----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, Sjjuqv1JBKthZBI/E2V+/ibzZUj3c/UvzmvuyFM6a9p9UOrlJRxgl2UaDuC8DC+Y FWXquLitX20c6CqllRWpNw== 0000950168-96-002297.txt : 19961202 0000950168-96-002297.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950168-96-002297 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961001 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961127 SROS: NONE 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: 592225346 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13265 FILM NUMBER: 96673181 BUSINESS ADDRESS: STREET 1: 1900 MAIN ST MAIL CODE 1105 STREET 2: SUITE 1200 CITY: COLUMBIA STATE: SC ZIP: 29201 BUSINESS PHONE: 8037728840 MAIL ADDRESS: STREET 1: 1900 MAIN ST MAIL CODE 1105 STREET 2: SUITE 1200 CITY: COLUMBIA STATE: SC ZIP: 29201 8-K/A 1 UCI MEDICAL AFFILIATES, INC. 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of earliest event reported: October 1, 1996 -------------------------------------------- UCI Medical Affiliates, Inc. (Exact name of registrant as specified in its charter)
Delaware 0-13265 59-2225346 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
1901 Main Street, Suite 1200, Mail Code 1105 Columbia, South Carolina 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (803) 252-3661 -------------------------- No Change (Former name or former address, if changed since last report.) This document contains a total of 21 pages. Page 1 of 21 This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission on October 11, 1996 by UCI Medical Affiliates, Inc., a Delaware corporation (the "Company"), and is filed to include the financial statements required by Item 7 of Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS a) Financial Statements of Business Acquired The financial statements for H.A. Langston, Jr., M.D., P.A., the business acquired by the wholly-owned subsidiary of the Company, are included in this report beginning on page number 3. b) Pro Forma Financial Information The pro forma financial information for H.A. Langston, Jr., M.D., P.A., the business acquired by the wholly-owned subsidiary of the Company, is included in this report following the financial information included herein in response to Item 7(a) above. c) Exhibits The following exhibit is incorporated by reference to the exhibit of the same number filed with the Company's Form 8-K filed on October 11, 1996. Exhibit 2.1 - Asset Purchase Agreement dated and executed on September 30, 1996, to be effective as of October 1, 1996 by and between H.A. Langston, Jr., M.D., P.A. and UCI Medical Affiliates of South Carolina, Inc. Page 2 of 21 FINANCIAL STATEMENTS OF H. A. LANGSTON, JR., M. D., P. A. AS OF DECEMBER 31, 1995 AND 1994 Page 3 of 21 CONTENTS
Page Financial Statements of H. A. Langston, Jr., M. D., P. A. as of December 31, 1995 and 1994.....................................................................6-12 UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements Combining Balance Sheet at September 30, 1995...............................................13 Note to Combining Balance Sheet.............................................................14 Combining Statement of Operations and Accumulated Deficit for year ended September 30, 1995......................................................15 Note to Combining Statement of Operations...................................................16 UCI Medical Affiliates, Inc. Pro Forma Combining Financial Statements Combining Balance Sheet at June 30, 1996....................................................17 Note to Combining Balance Sheet.............................................................18 Combining Statement of Operations and Accumulated Deficit for the nine months ended June 30, 1996.................................................19 Note to Combining Statement of Operations...................................................20
Page 4 of 21 REPORT OF INDEPENDENT ACCOUNTANTS Board of Directors UCI Medical Affiliates, Inc. We have audited the accompanying balance sheets of H. A. Langston, Jr., M. D., P. A. as of December 31, 1995 and 1994 and the related statements of operations, changes in owner's equity, and cash flows for the years then ended. These financial statements are the responsibility of management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of H. A. Langston, Jr., M. D., P. A. as of December 31, 1995 and 1994, and the results of operations and cash flows for the years then ended in conformity with generally accepted accounting principles. The financial statements have been prepared solely from the accounts of H. A. Langston, Jr., M. D., P. A. and do not include the personal accounts of the stockholder or those of any other operations in which he may be engaged. THE ORIGINAL SIGNED OPINION LETTER IS ON FILE WITH UCI MEDICAL AFFILIATES, INC. Columbia, South Carolina October 24, 1996 Page 5 of 21 H. A. LANGSTON, JR., M. D., P. A. BALANCE SHEETS December 31,
1995 1994 --------- ------- ASSETS Current assets: Cash and cash equivalents $ 7,409 $14,131 Accounts receivable, net 12,973 28,470 ------- ------- Total current assets 20,382 42,601 Office and equipment, net 5,755 4,905 Other assets, advances to employees 379 379 ------- ------- 6,134 5,284 ------- ------- Total assets $26,516 $47,885 ======= ======= LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,299 $ 1,866 Other accrued liabilities 970 5,971 ------- ------- Total current liabilities 2,269 7,837 ------- ------- Total liabilities 2,269 7,837 ------- ------- Equity Capital stock, $5 par value, 300 shares authorized; 100 shares issued and outstanding 500 500 Retained earnings 23,747 39,548 ------- ------- Equity 24,247 40,048 ------- ------- Total liabilities and stockholder's equity $26,516 $47,885 ======= =======
The accompanying notes are an integral part of these financial statements. Page 6 of 21 H. A. LANGSTON, JR., M. D., P. A. STATEMENTS OF OPERATIONS for the years ended December 31, 1995 1994 --------- --------- Net medical revenue $ 251,211 $ 344,295 Operating costs 225,314 281,201 --------- --------- Operating margin 25,897 63,094 General and administrative expenses 40,416 57,276 Depreciation and amortization 1,282 848 --------- --------- Income (loss) from operations (15,801) 4,970 Interest expense, net -- -- ========= ========= Net income (loss) $ (15,801) $ 4,970 ========= ========= The accompanying notes are an integral part of these financial statements. Page 7 of 21 H. A. LANGSTON, JR., M. D., P. A. STATEMENTS OF CHANGES IN EQUITY for the years ended December 31, 1995 and 1994 Common Retained Stock Earnings Total ---------- -------- -------- June 1, 1994 $ 500 $ 34,578 $ 35,078 Net income -- 4,970 4,970 -------- -------- -------- Balance, December 31, 1994 500 39,548 40,048 Net Loss -- (15,801) (15,801) -------- -------- -------- Balance, December 31, 1995 $ 500 $ 23,747 $ 24,247 ======== ======== ======== The accompanying notes are an integral part of these financial statements. Page 8 of 21 H. A. LANGSTON, JR., M. D., P. A. STATEMENTS OF CASH FLOWS for the years ended December 31, 1995 1994 ---------- --------- OPERATING ACTIVITIES: Net income (loss) $(15,801) $ 4,970 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 1,282 848 Changes in operating assets and liabilities: Accounts receivable 15,497 (5,477) Other accrued liabilities (5,001) (10,338) Accounts payable and accrued expenses (567) 930 -------- -------- Cash provided by operating activities (4,590) (9,067) INVESTING ACTIVITIES: Purchases of property and equipment, net (2,132) (1,797) -------- -------- Cash used by investing activities (2,132) (1,797) Net decrease in cash and cash equivalents (6,722) (10,864) Cash and cash equivalents, beginning of period 14,131 24,995 ======== ======== Cash and cash equivalents, end of period $ 7,409 $ 14,131 ======== ======== Supplemental cash flow information: Cash paid for interest $ -- $ -- ======== ======== The accompanying notes are an integral part of these financial statements. Page 9 of 21 H. A. LANGSTON, JR., M. D., P. A. NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Henry A. Langston, Jr., M. D. is the sole stockholder of H. A. Langston, Jr., M. D., P. A. ("Langston") located in Aiken, South Carolina. Dr. Langston operates a family practice medical office that provides treatments on an outpatient basis for medical conditions not involving an immediate threat to life. The practice was organized and commenced operations on July 1, 1971. The accompanying financial statements represent the financial activities of the practice for the periods indicated. The financial statements have been prepared solely from the accounts of Langston and do not include the personal accounts of Henry A. Langston, M.D. or those of any other activities in which he may be engaged. Management makes estimates that are a necessary part of the preparation of financial statements. These estimates include the useful lives of equipment, some of which is subject to technological obsolescence, and the net realizable value of patient accounts receivable. At December 31, 1995, management is not aware of any conditions that could significantly affect the estimates employed in the preparation of the financial statements. ACCOUNTS RECEIVABLE Accounts receivable represent amounts due from patients, employers and various third-party payors. Provisions for uncollectable amounts are made based on management's estimates of future collectibility and historical payment percentages. OFFICE AND EQUIPMENT Office and equipment is reported at cost. Depreciation for financial reporting purposes is computed principally by the straight-line method over the estimated useful lives of the assets, ranging from five to seven years. Maintenance, repairs and minor renewals are charged to expense. Major renewals or betterments, which prolong the life of the assets, are capitalized. Upon disposal of depreciable property, the asset accounts are reduced by the related cost and accumulated depreciation. The resulting gains and losses are reflected in the statements of operations. Page 10 of 21 H. A. LANGSTON, JR., M. D., P. A. NOTES TO FINANCIAL STATEMENTS 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES As provided by the Internal Revenue Code, Langston has elected S Corporation status. Under this election, net income from Langston is reported in the stockholder's individual federal and state income tax returns along with the stockholder's other items of income and expense for the period. Langston is not a taxpaying entity for purposes of federal and state income taxation. Accordingly, provisions for income taxes have not been recorded in Langston's financial statements. CASH EQUIVALENTS Langston considers all short-term debt investments with a maturity of three months or less at the date of acquisition to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value of accounts receivable, and accrued expenses payable are estimated by management to approximate their respective carrying values. 2. OFFICE AND MEDICAL EQUIPMENT Office and medical equipment consists of the following at December 31, 1995 and 1994: 1995 1994 ------- ------- Office and medical equipment $48,840 $46,708 Less, accumulated depreciation and amortization 43,085 41,803 ------- ------- $ 5,755 $ 4,905 ======= ======= 3. RELATED PARTY TRANSACTIONS Henry A. Langston, Jr., M. D., the sole stockholder, participates in the medical activities of Langston. All payments for services and benefits to Henry A. Langston, Jr., M. D. are recorded as salaries and are included in cost of operations in the financial statements. For the periods ended December 31, 1995 and 1994, amounts paid to the stockholder were $123,111 and $172,731, respectively. Page 11 of 21 H. A. LANGSTON, JR., M. D., P. A. NOTES TO FINANCIAL STATEMENTS 3. RELATED PARTY TRANSACTIONS (CONTINUED) Langston leases its medical office facilities under an operating lease executed with the stockholder. The terms of the lease provide that Langston will pay all insurance, taxes and utilities. During 1995 and 1994, lease expense paid to Dr. Langston was $18,000 and $22,500, respectively. 4. CONCENTRATION OF CREDIT RISK In the normal course of providing health care services, Langston extends credit to patients in the Aiken, South Carolina area without requiring collateral. Each individual's ability to pay balances due Langston is assessed and reserves are established to provide for management's estimate of uncollectable balances. Future revenues are dependent on third-party payors and include Medicare and private insurance companies. The amount of loss Langston would incur in the event of non-payment by the counter party is the amount of the patient billing. 5. CONTINGENCIES At December 31, 1995, management and its legal counsel are not aware of any pending or threatened litigation, or unasserted claims against Langston that could result in losses, if any, that would be material to the financial statements. 6. SUBSEQUENT EVENT On October 1, 1996, UCI Medical Affiliates of South Carolina, Inc. ("UCI") acquired certain office and medical equipment and substantially all of Langston's assets (including patient lists and goodwill) for $80,000 consisting of $10,000 cash and the issuance of a $70,000 interest bearing promissory note. In addition, UCI executed a lease with Dr. Langston for the lease of Langston's office facilities for a period commencing October 1, 1996 and ending September 30, 2001. As a condition of the above transaction, Henry A. Langston, Jr., M. D. entered into an employment agreement for a one year period and an agreement not-to-compete with UCI for a period of three years. Page 12 of 21 UCI MEDICAL AFFILIATES, INC. PRO FORMA COMBINING BALANCE SHEET SEPTEMBER 30, 1995 (Unaudited) The following pro forma combining balance sheet is based on the individual balance sheets of UCI Medical Affiliates, Inc. as of September 30, 1995 per the Company's Annual Report and H. A. Langston, Jr., M. D., P. A. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of H. A. Langston, Jr., M. D., P. A. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entity's financial statements and footnotes.
H. A. UCI Medical Langston, Affiliates, Jr., M. D., Pro Forma Pro Forma Inc. P. A. . Adjustments Combined ---------------- ----------------- -------------- ------------------- ASSETS Cash and cash equivalents $ 76,513 $ 7,409 $ (10,000)(a) $ 106,513 40,000 (c) (7,409)(b) Accounts receivable - net 2,343,325 12,973 -- 2,356,298 Medical supplies inventory 265,068 -- -- 265,068 Deferred taxes 491,543 -- -- 491,543 Prepaids and other assets 282,060 -- -- 282,060 Goodwill 3,578,371 -- (4,085)(d) 3,635,558 61,272 (a) Property and equipment, net 2,795,384 5,755 -- 2,801,139 Deferred taxes 120,639 -- -- 120,639 Other assets 262,768 379 (379)(b) 262,768 ================= ============= ============== =================== Total assets $ 10,215,671 $ 26,516 $ 79,399 $ 10,321,586 ================= ============= ============== =================== LIABILITIES AND CAPITAL Current portion - long-term debt $ 1,244,603 $ -- $ 33,562 (a) $ 1,278,165 Accounts payable 1,652,792 1,299 (1,299)(b) 1,652,792 Accrued payroll 498,791 -- -- 498,791 Other accrued liabilities 445,362 970 (970)(b) 445,362 Long-term debt, net of current 3,121,098 -- 36,438 (a) 3,157,536 Common stock 175,408 500 (500)(b) 175,408 Paid-in capital 9,694,256 -- -- 9,694,256 Accumulated earnings (deficit) (6,616,639) 23,747 (23,747)(b) (6,580,724) 35,915 (e) ================= ============= ============== =================== Total liabilities and capital $ 10,215,671 $ 26,516 $ 79,399 $ 10,321,586 ================= ============= ============== ===================
Page 13 of 21 UCI MEDICAL AFFILIATES, INC. NOTE TO PRO FORMA COMBINING BALANCE SHEET SEPTEMBER 30, 1995 (Unaudited) 1. The pro forma combining balance sheet has been prepared to reflect the acquisition of H. A. Langston, Jr., M. D., P. A. by UCI Medical Affiliates, Inc. for an aggregate price of $80,000. The purchase occurred on October 1,1996. The combining balance sheet reflects the balances of UCI at September 30, 1995 and H. A. Langston, Jr., M. D., P. A. at December 31, 1995. Pro forma adjustments are made to reflect: (a) Assets acquired and liabilities assumed are summarized as follows: $ 5,755 Furniture and equipment 12,973 Accounts receivable 61,272 Goodwill (70,000) Notes payable =================== $ 10,000 Cash paid at closing =================== $33,562 of the note payable is recorded as currently due, $36,438 is recorded as non-current. (b) Cash ($7,409), and employee advances ($379) were not acquired. Accounts payable ($1,299), accrued liabilities ($970), and prior owner's equity ($23,747) were not acquired or assumed. (c) Net decrease in fee for physician services of $40,000 annually based on service agreement for twelve months. (d) Goodwill in the amount of $61,272 is amortized over 15 years. One year's amortization is $4,085. (e) Effects of pro forma adjustments on statement of operations, closed into pro forma retained earnings. Page 14 of 21 UCI MEDICAL AFFILIATES, INC. PRO FORMA COMBINING STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE YEAR ENDED SEPTEMBER 30, 1995 (Unaudited) The following pro forma combining statement is based on the individual statements of operations and accumulated deficit of UCI Medical Affiliates, Inc. as of September 30, 1995 per the Company's Annual Report and H. A. Langston, Jr., M. D., P.A.. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of H. A. Langston, Jr., M. D. , P. A. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entity's financial statements and footnotes.
UCI Medical H. A. Affiliates, Langston, Jr., Pro Forma Pro Forma Inc. M. D., P.A. Adjustments Combined --------------------- ------------------ --------------- ---------------- Revenue $ 17,987,147 $ 251,211 $ -- $ 18,238,358 Operating costs 18,180,080 225,314 (40,000) (a) 18,365,394 --------------------- ------------------ --------------- ---------------- Operating margin (192,933) 25,897 40,000 (127,036) General and administrative expenses 87,616 40,416 -- 128,032 Depreciation and amortization 579,224 1,282 4,085 (b) 584,591 --------------------- ------------------ --------------- ---------------- Loss from operations (859,773) (15,801) 35,915 (839,659) Interest expense, net 505,459 -- -- 505,459 Gain on equipment 5,493 -- -- 5,493 --------------------- ------------------ --------------- ---------------- Loss before income tax (1,359,739) (15,801) 35,915 (1,339,625) Benefit for income taxes -- -- --------------------- ------------------ --------------- ---------------- Net loss (1,359,739) (15,801) 35,915 (1,339,625) Accumulated deficit - beginning of year (5,256,896) 39,548 -- (5,217,348) --------------------- ------------------ --------------- ---------------- Accumulated deficit - end of year $ (6,616,635) $ 23,747 -- $ (6,556,973) ===================== ================== =============== ================ Earnings per common and common equivalent share: Net income $ (.43) (c) -- $ (.43) ===================== ================== =============== ================ Weighted average shares of common stock outstanding 3,136,544 (c) -- 3,136,544 ===================== ================== =============== ================
Page 15 of 21 UCI MEDICAL AFFILIATES, INC. NOTE TO PRO FORMA COMBINING STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE YEAR ENDED SEPTEMBER 30, 1995 (Unaudited) 1. The pro forma combining statement of operations gives effect to the following pro forma adjustments necessary to reflect the acquisition outlined in Note 1 to the pro forma balance sheet: (a) Net change in professional salaries based on non-competition agreement between Henry A. Langston, Jr. M. D. , and UCI Medical Affiliates, Inc. (b) Addition for amortization of goodwill on a straight line basis over 15 years. (c) Not applicable; H. A. Langston, Jr., M. D., P. A. was not required to, and did not, compute earnings per share. Page 16 of 21 UCI MEDICAL AFFILIATES, INC. PRO FORMA COMBINING BALANCE SHEET JUNE 30, 1996 (Unaudited) The following pro forma combining balance sheet is based on the individual balance sheets of UCI Medical Affiliates, Inc. as of June 30, 1996 per the Company's Form 10QSB and H. A. Langston, Jr., M.D., P. A. as of December 31, 1995 appearing in item 7a of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of H. A. Langston, Jr., M. D., P. A. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entity's financial statements and footnotes.
UCI Medical H. A. Affiliates, angston, Jr., Pro Forma Pro Forma Inc. M. D., P. A. Adjustments Combined ------------------ ---------------- --------------- ---------------- ASSETS Cash and cash equivalents $ -- $ 7,409 $ (10,000) (a) (7,409) (b) 30,000 (c) (3,655) (e) $ 16,345 Accounts receivable - net 3,719,712 12,973 -- 3,732,685 Medical supplies inventory 267,356 -- -- 267,356 Deferred taxes 301,146 -- -- 301,146 Prepaids and other assets 393,056 -- -- 393,056 Goodwill 5,901,923 -- 61,272 (a) (3,060) (d) 5,960,135 -- Property and equipment, net 3,001,552 5,755 -- 3,007,307 Deferred taxes 486,036 -- -- 486,036 Other assets 271,013 379 (379) (b) 271,013 ================== ================ =============== ================ Total assets $ 14,341,794 $ 26,516 $ 66,769 $ 14,435,079 ================== ================ =============== ================ LIABILITIES AND CAPITAL Current portion - long-term debt $ 1,720,302 $ -- $ 33,562 (a) $ 1,753,864 Accounts payable 1,419,726 1,299 (1,299) (b) 1,419,726 Accrued payroll 225,933 -- -- 225,933 Other accrued liabilities 260,712 970 (970) (b) 260,712 Long-term debt, net of current 2,910,388 -- 36,438 (a) 2,946,826 Common stock 240,375 500 (500) (b) 240,375 Paid-in capital 13,732,333 -- -- 13,732,333 Accumulated earnings (deficit) (6,167,975) 23,747 (23,747) (b) 23,285 (f) (6,144,690) ================== ================ =============== ================ Total liabilities and capital $ 14,341,794 $ 26,516 $ 66,769 $ 14,435,079 ================== ================ ================= ================
Page 17 of 21 UCI MEDICAL AFFILIATES, INC. NOTE TO PRO FORMA COMBINING BALANCE SHEET JUNE 30, 1996 (Unaudited) 1. The pro forma combining balance sheet has been prepared to reflect the acquisition of H. A. Langston, Jr., M. D., P.A. by UCI Medical Affiliates, Inc. for an aggregate price of $80,000. The purchase occurred on October 1,1996. The combining balance sheet reflects the balances of UCI at June 30, 1996 and H. A. Langston, Jr., M. D., P. A. at December 31, 1995. Pro forma adjustments are made to reflect: (a) Assets acquired and liabilities assumed are summarized as follows: $ 5,755 Furniture and equipment 12,973 Accounts Receivable 61,272 Goodwill (70,000) Notes payable ================= $ 10,000 Cash paid at closing ================= $33,562 of the note payable is recorded as currently due, $36,438 is recorded as non-current. (b) Cash ($7,409) and employee advances ($379) were not acquired. Accounts payable ($1,299), other accrued liabilities ($970), and prior owner's equity ($23,747) were not acquired or assumed. (c) Dr. Langston, Jr. will only be employed on a part-time basis. Salaries no longer included are $30,000 for the nine-month period. (d) Goodwill in the amount of $61,272 is amortized over 15 years. Nine months amortization is $3,060. (e) Interest expense for nine months of $3,655 is recorded as paid in cash. (f) Changes in Langston's equity as a result of adjustments on pro forma statement of operations. Page 18 of 21 UCI MEDICAL AFFILIATES, INC. PRO FORMA COMBINING STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE NINE MONTHS ENDED JUNE 30, 1996 (Unaudited) The following pro forma combining statement is based on the individual statements of operations and accumulated deficit of UCI Medical Affiliates, Inc. for the nine months ended June 30, 1996 per the Company's Form 10QSB and H. A. Langston, Jr., M. D., P.A. as of December 31, 1995 appearing in Item 7(a) of this filing. The information has been prepared to reflect the acquisition by UCI Medical Affiliates, Inc. of H. A. Langston, Jr., M. D., P. A., after giving effect to the pro forma adjustments described in Note 1. Information for the nine months ended June 30, 1996 for H. A. Langston, Jr., M. D., P. A. is estimated since Langston did not maintain its records on a basis consistent with UCI Medical Affiliates, Inc. This statement should be read in conjunction with each entity's financial statements and footnotes.
UCI Medical Affiliates, H. A. Langston, Pro Forma Pro Forma Inc. Jr., M. D., P. A. Adjustments Combined ----------------- ----------------- ------------ ------------- Revenue $ 17,003,582 $ 188,406 $ -- $ 17,191,988 Operating costs 15,513,107 168,985 (30,000) (a) 15,652,092 ----------------- ----------------- ------------ ------------- Operating margin 1,490,475 19,421 30,000 1,539,896 General and administrative expenses 90,364 30,312 3,060 (b) 123,736 Depreciation and amortization 687,819 961 -- 688,780 ----------------- ----------------- ------------ ------------- Income from operations 712,292 (11,852) 26,940 727,380 Interest expense, net 427,327 -- 3,655 (c) 430,982 Gain on equipment (2,105) -- -- (2,105) ----------------- ----------------- ------------ ------------- Income before income tax 287,070 (11,852) 23,285 298,503 Benefit for income taxes 161,594 -- -- 161,594 ----------------- ----------------- ------------ ------------- Net income (loss) 448,664 (11,852) 23,285 460,097 Accumulated deficit - beginning of year (6,616,639) -- -- (6,604,787) ----------------- ----------------- ------------ ------------- Accumulated deficit - end of period $ (6,167,975) -- -- $ (6,144,690) ================= ================= ============ ============= Earnings per common and common equivalent share: Net income $ .11 (d) $ .11 ================= ================= =============== ============= Weighted average shares of common stock outstanding 4,121,683 (d) 4,121,683 ================= ================= =============== =============
Page 19 of 21 UCI MEDICAL AFFILIATES, INC. NOTE TO PRO FORMA COMBINING STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT FOR THE NINE MONTHS ENDED JUNE 30, 1996 (Unaudited) 1. The proforma combining statement of operations gives effect to the following pro forma adjustments necessary to reflect the acquisition outlined in Note 1 to the pro forma balance sheet: (a) Net change in physician fees on an employment agreement between Henry A. Langston, Jr., M. D. , and UCI Medical Affiliates, Inc. (b) Addition for amortization of goodwill on a straight line basis over 15 years. (c) Accrued interest on note payable at 8.25% for nine months is recorded as paid in cash. (d) Not applicable; H. A. Langston, Jr., M. D., P.A. was not required to, and did not, compute earnings per share. Page 20 of 21 SIGNATURES 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. President, Chief Executive Officer and Vice President of Finance and Chairman of the Board Chief Financial Officer Date: November 27, 1996 Page 21 of 21 -----END PRIVACY-ENHANCED MESSAGE-----