-----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, ElZVY/t/nb+QW1KCB1NEI5BCRTqNkuR8qOyZBckAtTEJJkuPiirZjT9W0CUkG4Xm Q73wNKjTx4iYtBjv1Qxx5A== 0000950168-96-002512.txt : 19961231 0000950168-96-002512.hdr.sgml : 19961231 ACCESSION NUMBER: 0000950168-96-002512 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961014 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961227 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: 96686942 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 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 14, 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) Registrants 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. This Form 8-K/A amends the Form 8-K filed with the Securities and Exchange Commission on October 18, 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A., the business acquired by the wholly-owned subsidiary of the Company, is included in this report following the financial information 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 Companys Form 8-K filed on October 18, 1996. Exhibit 2.1 - Asset Purchase Agreement dated and executed on October 10, 1996, to be effective as of October 14, 1996 by and between William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. and UCI Medical Affiliates of South Carolina, Inc. Page 2 of 21 Financial Statements of William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 and 1994 Page 3 of 21 Contents
Page Financial Statements of William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 and 1994..................................................5-12 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. as of December 31, 1995 and 1994 and the related statements of operations, changes in 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. and do not include the personal accounts of the stockholder or those of any other operations in which he may be engaged. Columbia, South Carolina November 6, 1996 ORIGINAL SIGNED OPINION ON SCOTT & HOLLOWAY, L.L.P. LETTERHEAD IS ON FILE WITH UCI MEDICAL AFFILIATES, INC. Page 5 of 21 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Balance Sheets December 31, 1995 1994 ------------- ------------ Assets Current assets: Cash and cash equivalents $ 96 $ 1,123 Accounts receivable, net 18,017 11,157 ------------- ------------ Total current assets 18,113 12,280 Property, building and equipment, net 31,786 26,574 ------------- ------------ $ 49,899 $ 38,854 ============= ============ Liabilities and Equity Current liabilities: Accounts payable and accrued expenses $ 4,418 $ 6,961 Notes payable 2,813 10,675 -------------- -------------- Total current liabilities 7,231 17,636 -------------- --------------- Equity: Capital stock; $1 par value, 100,000 shares authorized, 1,500 shares issued and outstanding 1,500 1,500 Retained earnings 41,168 19,718 -------------- --------------- Total equity 42,668 21,218 -------------- ---------------- Total liabilities and stockholders equity $ 49,899 $ 38,854 ============== ===============
The accompanying notes are an integral part of these financial statements. Page 6 of 21 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Statements of Operations for the years ended December 31,
1995 1994 ------------------ ------------------ Net medical revenue $ 198,311 $ 172,603 Operating costs 145,070 146,082 ------------------ ------------------ Operating margin 53,241 26,521 General and administrative expenses 25,926 26,416 Depreciation and amortization 5,650 4,976 ------------------ ------------------ Income (loss) from operations 21,665 (4,871) Interest expense, net 215 701 ================== ================== Net income (loss) $ 21,450 $ (5,572) ================== ==================
The accompanying notes are an integral part of these financial statements. Page 7 of 21 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Statements of Changes in Equity for the years ended December 31, 1995 and 1994
Common Stock Retained Earnings Total ----------------- ----------------- ----------------- Balance, January 1, 1994 $ 1,500 $ 25,290 $ 26,790 Net loss (5,572) (5,572) ----------------- ----------------- ----------------- Balance, December 31, 1994 1,500 19,718 21,218 ----------------- ----------------- ----------------- Net income 21,450 21,450 ----------------- ----------------- ----------------- Balance, December 31, 1995 $ 1,500 $ 41,168 $ 42,668 ================= ================= =================
The accompanying notes are an integral part of these financial statements. Page 8 of 21 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Statements of Cash Flows for the years ended December 31,
1995 1994 ------------------ ------------------ Operating activities: Net income (loss) $ 21,450 $ (5,572) Adjustments to reconcile net income (loss) to cash provided by operating activities: Depreciation and amortization 5,650 4,976 Changes in operating assets and liabilities: Accounts receivable (6,860) 3,671 Notes payable (7,862) 8,134 Accounts payable and accrued expenses (2,544) (611) ------------------ ------------------ Cash provided by operating activities 9,834 10,598 ------------------ ------------------ Investing activities: Purchases of property and equipment, net (10,861) (8,140) ------------------ ------------------ Cash used by investing activities (10,861) (8,140) ------------------ ------------------ Net increase (decrease) in cash and cash equivalents (1,027) 2,458 Cash and cash equivalents, beginning of period 1,123 (1,335) ================== ================== Cash and cash equivalents, end of period $ 96 $ 1,123 ================== ================== Supplemental cash flow information: Cash paid for interest $ 215 $ 701 ================== ==================
The accompanying notes are an integral part of these financial statements. Page 9 of 21 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Notes to Financial Statements 1. Significant Accounting Policies Organization William J. Bannen, Jr., M.D. is the sole stockholder of William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. (Bannen) located in Simpsonville, South Carolina. Dr. Bannen 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, 1985. 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 Bannen and do not include the personal accounts of William J. Bannen, Jr., 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 managements 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Notes to Financial Statements 1. Significant Accounting Policies (continued) Cash Equivalents Bannen considers all short-term debt investments with a maturity of three months or less at the date of acquisition to be cash equivalents. Income Taxes Bannen files corporate income tax returns under regulations applicable to regular corporate filers. At December 31, 1995 and 1994, Bannen has net operating loss carryforwards available to reduce taxable income. Deferred tax assets arising from these carryforwards are fully reserved with valuation allowances. The effects of deferred income tax reversals and net operating loss utilization are immaterial to the financial statements. 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. Property, Plant, and Equipment Property, plant and equipment consist of the following at December 31, 1995 and 1994:
1995 1994 ------------------- -------------------- Land and building $ 73,338 $ 73,338 Office and medical equipment 53,534 $ 42,673 Less, accumulated depreciation and amortization (95,086) (89,437) ------------------- -------------------- $ 31,786 $ 26,574 =================== ====================
3. Related Party Transactions William J. Bannen, Jr., M.D., the sole stockholder, participates in the medical activities of Bannen. All payments for services and benefits to William J. Bannen, 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 $38,500 and $47,500, respectively. Page 11 of 21 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. Notes to Financial Statements 4. Concentration of Credit Risk In the normal course of providing health care services, Bannen extends credit to patients in the Simpsonville, South Carolina area without requiring collateral. Each individuals ability to pay balances due Bannen is assessed and reserves are established to provide for managements estimate of uncollectable balances. Future revenues are dependent on third-party payors and include Medicare and private insurance companies. The amount of loss Bannen 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 Bannen that could result in losses, if any, that would be material to the financial statements. 6. Subsequent Event On October 14, 1996, UCI Medical Affiliates of South Carolina, Inc. (UCI) acquired certain office and medical equipment and substantially all of Bannens assets (including patient lists and goodwill) for $25,000 consisting of $4,167 cash and the issuance of a $20,833 interest bearing promissory note. In addition, UCI executed a lease with Dr. Bannen for Bannens office facilities for a period commencing October 14, 1996 and ending October 31, 1998. As a condition of the above transaction, William J. Bannen, Jr., M.D. entered into an employment agreement for a five year period and an agreement not to compete with UCI. 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 Companys Annual Report and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entitys financial statements and footnotes.
William J. Bannen, Jr., UCI Medical M.D., Affiliates, F.A.A.F.P., Pro Forma Pro Forma Inc. A.M.E., P.A. Adjustments Combined --------------- --------------- --------------- ---------------- Assets Cash and cash equivalents $ 76,513 $ 96 $ (4,167) (a) $ 25,846 (46,500) (c) (96) (b) Accounts receivable - net 2,343,325 18,017 2,361,342 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 3,578,371 Property and equipment, net 2,795,384 31,786 (24,803) (a) 2,802,367 Deferred taxes 120,639 120,639 Other assets 262,768 262,768 =============== =============== =============== ================ Total assets $ 10,215,671 $ 49,899 $ (75,566) $ 10,190,004 =============== =============== =============== ================ Liabilities and capital Current portion - long-term debt $ 1,244,603 $ $ (2,813) (b)(a)$ 1,265,436 2,813 20,833 Accounts payable 1,652,792 4,418 (4,418) (b) 1,652,792 Accrued payroll 498,791 498,791 Other accrued liabilities 445,362 445,362 Long-term debt, net of current 3,121,098 3,121,098 Common stock 175,408 1,500 (1,500) (b) 175,408 Paid-in capital 9,694,256 9,694,256 Accumulated earnings (deficit) (6,616,639) 41,168 (41,168) (b) (6,663,139) (46,500) (d) =============== =============== =============== ================ Total liabilities and capital $ 10,215,671 $ 49,899 $ (75,566) $ 10,190,004 =============== =============== =============== ================
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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. by UCI Medical Affiliates, Inc. for an aggregate price of $25,000. The purchase occurred on October 14, 1996. The combining balance sheet reflects the balances of UCI at September 30, 1995 and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. at December 31, 1995. Pro forma adjustments are made to reflect: (a) Assets acquired and liabilities assumed are summarized as follows: $ 6,983 Furniture and equipment 18,017 Accounts receivable (20,833) Note payable =================== $ 4,167 Cash paid at closing =================== All of the note payable is recorded as currently due. The fair value of assets acquired exceeded the purchase price paid. Accordingly, the purchase price allocated to non-current assets has been reduced to reflect the difference. (b) Cash ($96) was not acquired. Accounts payable ($4,418) and prior owners equity ($41,168) were not acquired or assumed. (c) Net increase in fee for physician services of $46,500 annually based on service agreement for twelve months. (d) 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 Companys Annual Report and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entitys financial statements and footnotes.
William J. Bannen, Jr., M.D., UCI Medical F.A.A.F.P., Pro Forma Pro Forma Affiliates, A.M.E., P.A. Adjustments Combined Inc. -------------- ------------------ --------------- ---------------- Revenue $ 17,987,147 $ 198,311 $ $ 18,185,458 Operating costs 18,180,080 145,070 46,500 (a) 18,371,650 -------------- ------------------ --------------- ---------------- Operating margin (192,933) 53,241 (46,500) (186,192) General and administrative expenses 87,616 25,926 113,542 Depreciation and amortization 579,224 5,650 584,874 -------------- ------------------ --------------- ---------------- Gain (loss) from operations (859,773) 21,655 (46,500) (884,608) Interest expense, net 505,459 215 505,674 Gain on equipment 5,493 5,493 -------------- ------------------ --------------- ---------------- Gain (loss) before income tax (1,359,739) 21,450 (46,500) (1,384,789) Benefit for income taxes -------------- ------------------ --------------- ---------------- Net gain (loss) (1,359,739) 21,450 (46,500) (1,384,789) Retained earnings (accumulated deficit) - beginning of year (5,256,896) (5,278,350) -------------- ------------------ --------------- ---------------- Retained earnings (accumulated deficit) - end of year $ (6,616,635) $ $ (46,500) $ (6,663,139) ============== ================== =============== ================ Earnings per common and common equivalent share: Net income $ (.43) (b) $ (.44) ============== ================== =============== ================ Weighted average shares of common stock outstanding 3,136,544 (b) 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 employment agreement between William J. Bannen, Jr. M.D. , and UCI Medical Affiliates, Inc. (b) Not applicable; William J. Bannen, Jr. M.D., F.A.A.F.P., A.M.E., 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 Companys Form 10QSB and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. after giving effect to the pro forma adjustments described in Note 1. This statement should be read in conjunction with each entitys financial statements and footnotes.
William J. Bannen, Jr., UCI Medical M.D., Affiliates, F.A.A.F.P., Pro Forma Pro Forma Inc. A.M.E., P.A. Adjustments Combined --------------- ----------------- ----------------- ---------------- Assets Cash and cash equivalents $ $ 96 $ (96) (b) $ Accounts receivable - net 3,719,712 18,017 3,737,729 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 5,901,923 Property and equipment, net 3,001,552 31,786 (24,803) (a) 3,008,535 Deferred taxes 486,036 486,036 Other assets 271,013 271,013 --------------- ================= ================= ================ Total assets $ 14,341,794 $ 49,899 $ (24,899) $ 14,366,794 =============== ================= ================= ================ Liabilities and Capital Current portion - long-term debt $ 1,720,302 $ 2,813 $ (2,813) (b) $ 1,741,135 20,833 (a) Accounts payable 1,419,726 4,418 (4,418) (b) 1,459,238 4,167 (a) 34,875 (c) 470 (d) Accrued payroll 225,933 225,933 Other accrued liabilities 260,712 (b) 260,712 Long-term debt, net of current 2,910,388 (a) 2,910,388 Common stock 240,375 1,500 (1,500) (b) 240,375 Paid-in capital 13,732,333 13,732,333 Accumulated earnings (deficit) (6,167,975) 41,168 (41,168) (b) (35,345) (e) (6,203,320) =============== ================= ================= ================ Total liabilities and capital $ 14,341,794 $ 49,899 $ (24,899) $ 14,366,794 =============== ================= ================= ================
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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. by UCI Medical Affiliates, Inc. for an aggregate price of $25,000. The purchase occurred on October 14, 1996. The combining balance sheet reflects the balances of UCI at June 30, 1996 and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. at December 31, 1995. Pro forma adjustments are made to reflect: (a) Assets acquired and liabilities assumed are summarized as follows: $ 6,983 Furniture and equipment 18,017 Accounts Receivable (20,833) Note payable =================== $ 4,167 Cash paid at closing =================== All of the note payable is recorded as currently due. The fair value of assets acquired exceeded the purchase price paid. Accordingly, the purchase price allocated to non-current assets has been reduced to reflect the difference. (b) Cash ($96) was not acquired. Accounts payable ($4,418), notes payable ($2,813), and prior owners equity ($41,168) were not acquired or assumed. (c) Dr. Bannen will be employed on a full-time basis. Salaries increased by $34,875 for the nine-month period, recorded as accounts payable. (d) Interest expense for nine months of $470 is recorded as paid in cash. (e) Changes in Bannens 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 Companys Form 10QSB and William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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 William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A., after giving effect to the pro forma adjustments described in Note 1. Information for the nine months ended June 30, 1996 for William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., P.A. is estimated since Bannen did not maintain its records on a basis consistent with UCI Medical Affiliates, Inc. This statement should be read in conjunction with each entitys financial statements and footnotes.
William J. Bannen, Jr., UCI Medical M.D., Pro Forma Pro Forma Affiliates, Inc. F.A.A.F.P., Adjustments Combined A.M.E., P.A. ------------------ ----------------- ------------------ ----------------- Revenue $ 17,003,582 $ 148,733 $ $ 17,152,315 Operating costs 15,513,107 108,803 34,875 (a) 15,656,785 ------------------ ----------------- ------------------ ----------------- Operating margin 1,490,475 39,930 (34,875) 1,495,530 General and administrative expenses 90,364 19,444 109,808 Depreciation and amortization 687,819 4,237 692,056 ------------------ ----------------- ------------------ ----------------- Income from operations 712,292 16,249 (34,875) 693,666 Interest expense, net 427,327 470 (b) 427,797 Gain on equipment (2,105) (2,105) ------------------ ----------------- ------------------ ----------------- Income before income tax 287,070 16,249 (35,345) 267,974 Benefit for income taxes 161,594 161,594 ------------------ ----------------- ------------------ ----------------- Net income (loss) 448,664 16,249 (35,345) 429,568 Accumulated deficit - beginning of year (6,616,639) (6,632,888) ------------------ ----------------- ------------------ ----------------- Accumulated deficit - end of period $ (6,167,975) $ (6,203,320) ================== ================= ================== ================= Earnings per common and common equivalent share: Net income $ .11 (c) $ .10 ================== ================= ================== ================= Weighted average shares of common stock outstanding 4,121,683 (c) 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 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 physician fees based on an employment agreement between William J. Bannen, Jr., M.D. and UCI Medical Affiliates, Inc. (b) Accrued interest on note payable at 9.0% for nine months is recorded as paid in cash. (c) Not applicable; William J. Bannen, Jr., M.D., F.A.A.F.P., A.M.E., 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/ Marion F. McFarland, III, M.D. /s/ Jerry F. Wells, Jr. Marion F. McFarland, III, M.D. Jerry F. Wells, Jr. President, Chief Executive Officer and Vice President of Finance and Chairman of the Board Chief Financial Officer Date: December 27, 1996 Page 21 of 21 -----END PRIVACY-ENHANCED MESSAGE-----