FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) ( X ) ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2000 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ Commission File Number: 0-13265 UCI MEDICAL AFFILIATES, INC. (Name of Small Business Issuer in its charter) Delaware 59-2225346 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) 1901 Main Street, Suite 1200, Mail Code 1105, Columbia, SC 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803) 252-3661 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.05 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes X No Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. ( X ) The aggregate market value of voting stock held by nonaffiliates of the registrant on December 15, 2000, was approximately $1,206,992.* The number of shares outstanding of the registrant's common stock, $.05 par value, was 9,650,478 at December 15, 2000. Documents Incorporated by Reference Portions of the Registrant's Proxy Statement to be furnished in connection with its 2001 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K/A. * Calculated by excluding all shares held by officers, directors and controlling shareholders of registrant without conceding that all such persons are Affiliates of registrant for purposes of the federal securities laws. UCI MEDICAL AFFILIATES, INC. INDEX TO FORM 10-K/A PART I PAGE Item 1. Business....................................................................................3 Item 2. Properties.................................................................................10 Item 3. Legal Proceedings..........................................................................11 Item 4. Submission of Matters to a Vote of Security Holders........................................11 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters......................12 Item 6. Selected Financial Data....................................................................13 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......13 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................................21 Item 8. Financial Statements and Supplementary Data................................................21 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......21 PART III Item 10. Directors and Executive Officers of the Registrant.........................................22 Item 11. Executive Compensation.....................................................................22 Item 12. Security Ownership of Certain Beneficial Owners and Management.............................22 Item 13. Certain Relationships and Related Transactions.............................................22 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.........................23 PART I Item 1...Business General UCI Medical Affiliates, Inc. ("UCI") is a Delaware corporation incorporated on August 25, 1982. Operating through its wholly-owned subsidiaries, UCI Medical Affiliates of South Carolina, Inc. ("UCI-SC") and UCI Medical Affiliates of Georgia, Inc. ("UCI-GA"), UCI provides nonmedical management and administrative services for a network of 34 freestanding medical centers (the "Centers"), 32 of which are located throughout South Carolina and two are located in Knoxville, Tennessee (28 operating as Doctor's Care in South Carolina, two as Doctor's Care in Knoxville, Tennessee, and four as Progressive Physical Therapy Services in South Carolina). Organizational Structure Federal law and the laws of South Carolina generally specify who may practice medicine and limit the scope of relationships between medical practitioners and other parties. Under such laws, UCI, UCI-SC and UCI-GA are prohibited from practicing medicine or exercising control over the provision of medical services. In order to comply with such laws, all medical services at the Centers are provided by or under the supervision of Doctor's Care, P.A. or Doctor's Care of Tennessee, P.C. (together the "P.A.'s," and together with UCI, UCI-SC and UCI-GA, the "Company"), each of which has contracted with UCI-SC or UCI-GA, as applicable, to be the sole provider of all non-medical direction and supervision of the Centers operating in its respective state of organization. Each P.A. is organized so that all physician services are offered by the physicians who are employed by the P.A. Neither UCI, UCI-SC nor UCI-GA employ practicing physicians as practitioners, exert control over their decisions regarding medical care or represent to the public that it offers medical services. UCI-SC and UCI-GA have entered into Administrative Services Agreements with the P.A.'s pursuant to which UCI-SC and UCI-GA perform all non-medical management of the P.A.'s and have exclusive authority over all aspects of the business of the P.A.'s (other than those directly related to the provision of patient medical services or as otherwise prohibited by state law). The non-medical management provided by UCI-SC and UCI-GA includes, among other functions, treasury and capital planning, financial reporting and accounting, pricing decisions, patient acceptance policies, setting office hours, contracting with third party payors and all administrative services. UCI-SC and UCI-GA provide all of the resources (systems, procedures, and staffing) to bill third party payors or patients, and provide all of the resources (systems, procedures, and staffing) for cash collection and management of accounts receivables, including custody of the lockbox where cash receipts are deposited. From the cash receipts, UCI-SC and UCI-GA pay all physician salaries, operating costs of the centers and operating costs of UCI-SC and UCI-GA. Compensation guidelines for the licensed medical professionals at the P.A.'s are set by UCI-SC and UCI-GA, and UCI-SC and UCI-GA establish guidelines for establishing, selecting, hiring and firing the licensed medical professionals. UCI-SC and UCI-GA also negotiate and execute substantially all of the provider contracts with third party payors, with the P.A.'s executing certain of the contracts at the request of a minority of payors. Neither UCI-SC nor UCI-GA loans or otherwise advances funds to any P.A. for any purposes. The P.A.'s and UCI-SC share a common management team. In each case, the same individuals serve as President, Medical Director and as Chief Financial Officer of each entity. The sole shareholder and President of the South Carolina P.A. is M.F. McFarland, III, M.D., the President and Chief Executive Officer of UCI, UCI-SC and UCI-GA. The sole shareholder of the Tennessee P.C. is D. Michael Stout, M.D., the Executive Vice President of Medical Affairs for UCI, UCI-SC and UCI-GA. UCI-SC and UCI-GA believe that the services they provide to the P.A.'s do not constitute the practice of medicine under applicable laws. Nevertheless, because of the uniqueness of the structure of the relationships described above, many aspects of the Company's business operations have not been the subject of state or federal regulatory interpretation and there can be no assurance that a review of the Company's business by the courts or regulatory authorities will not result in a determination that could adversely affect the operations of the Company or that the health care regulatory environment will not change so as to restrict the Company's existing operations or future expansion. The Centers The Centers are staffed by licensed physicians, other healthcare providers and administrative support staff. The medical support staff includes licensed nurses, certified medical assistants, laboratory technicians and x-ray technicians. The Centers typically are open for extended hours (weekends and evenings) and out-patient care only. When hospitalization or specialty care is needed, referrals to appropriate specialists are made. The Company's Centers are broadly distributed throughout the state of South Carolina and Knoxville, Tennessee. There are sixteen primary care Centers in the Columbia region (including the four physical therapy offices), five in the Charleston region, four in the Myrtle Beach region, one in the Aiken region, six in the Greenville-Spartanburg region and two in Knoxville, Tennessee. The Company may consider further introduction of its medical model into neighboring states as management believes that the same conditions that led to the Company's growth to date exist in other states. Although management believes that expansion into neighboring states is possible, there can be no assurance that expansion into other states would be successful. Medical Services Provided at the Centers The Company's Centers offer out-patient medical care, without appointment, for treatment of acute and episodic medical problems. The Centers provide a broad range of medical services which would generally be classified as within the scope of family practice and occupational medicine. The medical services are provided by licensed physicians, nurses and auxiliary support personnel. The services provided at the Centers include, but are not limited to, the following: o Routine care of general medical problems, including colds, flu, ear infections, hypertension, asthma, pneumonia and other conditions typically treated by primary care providers; o Treatment of injuries, such as simple fractures, dislocations, sprains, bruises and cuts; o Minor surgery, including suturing of lacerations and removal of cysts and foreign bodies; o Diagnostic tests, such as x-rays, electrocardiograms, complete blood counts, urinalysis and various cultures; and o Occupational and industrial medical services, including drug testing, workers' compensation and physical examinations. At any of the Centers, a patient with a life-threatening condition would be evaluated by the physician, stabilized and immediately referred to a nearby hospital. Patient Charges and Payments The fees charged to a patient are determined by the nature of medical services rendered. Management of the Company believes that the charges at its Centers are significantly lower than the charges of hospital emergency departments and are generally competitive with the charges of local physicians and other providers in the area. The Company's Centers accept payment from a wide range of sources. These include patient payments at time of service (by cash, check or credit card), patient billing and assignment of insurance benefits (including Blue Cross Blue Shield, Workers' Compensation and other private insurance). Managed care billings represent the most significant source of revenues. The Company also provides services for members of the four largest health maintenance organizations ("HMOs") operating in South Carolina - Companion HealthCare Corporation, HMO Blue, Cigna/HealthSource South Carolina, Inc., and Physician's Health Plan. The following table breaks out the Company's approximate revenue and patient visits by revenue source for fiscal year 2000: Percent of Percent of Payor Patient Visits Revenue - -------------------------- ------------------- ------------------ Patient Pay 17% 18% Employer Paid 14% 8% HMO 12% 14% Workers Compensation 8% 17% Medicare/Medicaid 7% 6% Managed Care Insurance 36% 30% Other (Commercial Indemnity, Champus, etc.) 6% 7% In accordance with the Administrative Services Agreements described above, UCI-SC and UCI-GA, as the agents for the P.A.'s, process all payments for the P.A.'s. When payments for the P.A.'s are received, they are deposited in accounts owned by each P.A. and are automatically transferred to lockbox accounts owned by UCI-SC and UCI-GA. In no event are the physicians entitled to receive such payments. The patient mix in no way affects the Company's management service fees per the Administrative Services Agreements. Capitated Reimbursement Arrangements Medical services traditionally have been provided on a fee-for-service basis with insurance companies assuming responsibility for paying all or a portion of such fees. The increase in medical costs under traditional indemnity health care plans has been caused by a number of factors. These factors include: (i) the lack of incentives on the part of health care providers to deliver cost-effective medical care; (ii) the absence of controls over the utilization of costly specialty care physicians and hospitals; (iii) a growing and aging population which requires increased health care expenditures; and (iv) the expense involved with the introduction and use of advanced pharmaceuticals and medical technology. As a result of escalating health care costs, employers, insurers and governmental entities all have sought cost-effective approaches to the delivery of and payment for quality health care services. HMOs and other managed health care organizations have emerged as integral components in this effort. HMOs enroll members by entering into contracts with employer groups or directly with individuals to provide a broad range of health care services for a capitation payment or a discounted fee-for-service schedule, with minimal or no deductibles or co-payments required of the members. HMOs, in turn, contract with health care providers like the Company to administer medical care to HMO members. These contracts provide for payment to the Company on either a discounted fee-for-service basis or through capitation payments based on the number of members covered, regardless of the amount of necessary medical care required within the covered benefit period. The Company currently does not provide any services on a capitated basis. Certain third party payors are studying various alternatives for reducing medical costs, some of which, if implemented, could affect reimbursement levels to the Company. Management of the Company cannot predict whether changes in present reimbursement methods or proposed future modifications in reimbursement methods will affect payments for services provided by the Centers and, if so, whether they will have an adverse impact upon the business of the Company. Competition and Marketing All of the Company's Centers face competition, in varying degrees, from hospital emergency rooms, private doctor's offices and other competing freestanding medical centers. Some of these providers have financial resources which are greater than those of the Company. In addition, traditional sources of medical services, such as hospital emergency rooms and private physicians, have had, in the past, a higher degree of recognition and acceptance by patients than Centers such as those operated by the Company. The Company's Centers compete on the basis of accessibility, including evening and weekend hours, a no-appointment policy, the attractiveness of the Company's state-wide network to large employers and third party payors, and on a basis of a competitive fee schedule. In an effort to offset the competition's community recognition, the Company has substantially increased its marketing efforts. Regional marketing representatives have been added, focused promotional material has been developed and a newsletter for employers promoting the Company's activities has been initiated. Government Regulation As participants in the health care industry, the Company's operations and relationships are subject to extensive and increasing regulation by a number of governmental entities at the federal, state and local levels. Limitations on the Corporate Practice of Medicine Federal law and the laws of many states, including Georgia, South Carolina and Tennessee, generally specify who may practice medicine and limit the scope of relationships between medical practitioners and other parties. Under such laws, business corporations such as UCI, UCI-SC and UCI-GA are prohibited from practicing medicine or exercising control over the provision of medical services. In order to comply with such laws, all medical services at the UCI Centers are provided by or under the supervision of the P.A.'s pursuant to contracts with the Company's wholly-owned subsidiaries. The P.A.'s are organized so that all physician services are offered by the physicians who are employed by the P.A.'s. None of UCI, UCI-SC or UCI-GA employs practicing physicians as practitioners, exerts control over any physician's decisions regarding medical care or represents to the public that it offers medical services. As described above, UCI-SC has entered into an Administrative Services Agreement with Doctor's Care, P.A. and UCI-GA has entered into a similar Administrative Services Agreement with P.A.'s operating in Tennessee pursuant to which UCI-SC and UCI-GA, as applicable, perform all non-medical management of the applicable P.A.'s and have exclusive authority over all aspects of the business of the P.A.'s (other than those directly related to the provision of patient medical services or as otherwise prohibited by state law). (See Item 1. Business - Organizational Structure.) Because of the unique structure of the relationships existing between UCI-SC, UCI-GA and the P.A.'s, many aspects of UCI's business operations have not been the subject of state or federal regulatory interpretation. There can be no assurance that a review by the courts or regulatory authorities of the business formerly or currently conducted by the Company will not result in a determination that could adversely affect the operations of the Company or that the healthcare regulatory environment will not change so as to restrict the existing operations or proposed expansion of the Company's business. Third Party Reimbursements Approximately six percent (6%) of the revenues of the Company is derived from payments made by government-sponsored health care programs (principally, Medicare and Medicaid). As a result, any change in reimbursement regulations, policies, practices, interpretations or statutes could adversely affect the operations of the Company. There are also state and federal civil and criminal statutes imposing substantial penalties, including civil and criminal fines and imprisonment, on healthcare providers that fraudulently or wrongfully bill governmental or other third-party payors for healthcare services. The Company believes it is in material compliance with such laws, but there can be no assurance that the Company's activities will not be challenged or scrutinized by governmental authorities. Federal Anti-Kickback and Self-Referral Laws Certain provisions of the Social Security Act, commonly referred to as the "Anti-kickback Statute," prohibit the offer, payment, solicitation or receipt of any form of remuneration in return for the referral of Medicare or state health program patients or patient care opportunities, or in return for the recommendation, arrangement, purchase, lease or order of items or services that are covered by Medicare or state health programs. Although the Company believes that it is not in violation of the Anti-kickback Statute or similar state statutes, its operations do not fit within any of the existing or proposed federal safe harbors. The Office of the Inspector General (the "OIG"), the government office that is charged with the enforcement of the federal Anti-kickback Statute, recently issued an advisory opinion regarding a proposed management services contract that involved a cost plus a percentage of net revenue payment arrangement ("Advisory Opinion 98-4"). Based on its analysis of the intent and scope of the Anti-kickback Statute, the OIG determined that it could not approve the arrangement because the structure of the management agreement raised the following concerns under the Anti-kickback Statute: (i) the agreement might include financial incentives to increase patient referrals; (ii) the agreement did not include any controls to prevent over utilization; and (iii) the percentage billing arrangement may include financial incentives that increase the risk of abusive billing practices. The OIG opinion did not find that the management arrangement violated the Anti-kickback Statute, rather that the arrangement may involve prohibited remuneration absent sufficient controls to minimize potential fraud and abuse. An OIG advisory opinion is only legally binding on the Department of Health and Human Services (including the OIG) and the requesting party and is limited to the specific conduct of the requesting party because additional facts and circumstances could be involved in each particular case. Accordingly, the Company believes that Advisory Opinion 98-4 does not have broad application to the Company's provision of nonmedical management and administrative services for the Centers. The Company also believes that the Company and the Centers have implemented appropriate controls to ensure that the arrangements between the Company and the Centers do not result in abusive billing practices or the over utilization of items and services paid for by Federal health programs. The applicability of the Anti-kickback Statute to many business transactions in the health care industry, including the Company's service agreements with the Centers and the development of ancillary services by the Company, has not been subject to any significant judicial and regulatory interpretation. The Company believes that although it receives remuneration for its management services under its service agreements with the Centers, the Company is not in a position to make or influence referrals of patients or services reimbursed under Medicare or state health programs to the Centers. In addition, the Company is not a separate provider of Medicare or state health program reimbursed services. Consequently, the Company does not believe that the service and management fees payable to it should be viewed as remuneration for referring or influencing referrals of patients or services covered by such programs as prohibited by the Anti-kickback Statute. Significant prohibitions against physician referrals were enacted by the U.S. Congress in the Omnibus Budget Reconciliation Act of 1993. Subject to certain exemptions, a physician or a member of his immediate family is prohibited from referring Medicare or Medicaid patients to an entity providing "designated health services" in which the physician has an ownership or investment interest or with which the physician has entered into a compensation arrangement. While the Company believes it is currently in compliance with such legislation, future regulations could require the Company to modify the form of its relationships with physician groups. State Anti-Kickback and Self-Referral Laws Some states have also enacted similar self-referral laws, and the Company believes it is likely that more states will follow. The Company believes that its practices fit within exemptions contained in such laws. Nevertheless, in the event the Company expands its operations to certain additional jurisdictions, structural and organizational modifications of the Company's relationships with physician groups might be required to comply with new or revised state statutes. Such modifications could adversely affect the operations of the Company. Through its wholly owned subsidiaries, UCI-SC and UCI-GA, the Company provides management and administrative services to the UCI Centers in South Carolina and Tennessee. South Carolina and Tennessee have adopted anti-kickback and self-referral laws that regulate financial relationships between health care providers and entities that provide health care services. The following is a summary of the applicable state anti-kickback and self-referral laws. South Carolina South Carolina's Provider Self-Referral Act of 1993 generally provides that a health care provider may not refer a patient for the provision of any designated health service to an entity in which the health care provider is an investor or has an investment interest. Under the Company's current operations, the Company does not believe it is an entity providing designated health services for purposes of the South Carolina Provider Self-Referral Act. The Centers provide all health care services to patients through employees of the P.A. There are no provider investors in the P.A. that refer patients to the Centers for designated health care services. Accordingly, under South Carolina law, the Company believes that the provider self-referral prohibition would not apply to the Centers' or the Company's operations in South Carolina. In addition to self-referral prohibitions, South Carolina's Provider Self-Referral Act of 1993 also prohibits the offer, payment, solicitation, or receipt of a kickback, directly or indirectly, overtly or covertly, in cash or in kind, for referring or soliciting patients. The Company believes that its payment arrangements are reasonable compensation for services rendered and do not constitute payments for referrals. Tennessee The Tennessee physician conflict of interest/disclosure law provides that physicians are free to enter into lawful contractual relationships, including the acquisition of ownership interests in health facilities. The law further recognizes that these relationships can create potential conflicts of interests, which shall be addressed by the following: (a) the physician has a duty to disclose to the patient or referring colleagues such physician's ownership interest in the facility or therapy at the time of referral and prior to utilization; (b) the physician shall not exploit the patient in any way, as by inappropriate or unnecessary utilization; (c) the physician's activities shall be in strict conformity with the law; (d) the patient shall have free choice either to use the physician's proprietary facility or therapy or to seek the needed medical services elsewhere; and (e) when a physician's commercial interest conflict so greatly with the patient's interest as to be incompatible, the physician shall make alternative arrangements for the care of the patient. Because the Company is not a provider of health services, the Company believes that Tennessee's conflict of interest/disclosure law does not apply to its current operations. Even if the Tennessee conflict of interest/disclosure law were to apply, the Company's internal quality assurance/utilization review programs will help identify any inappropriate utilization by a Center. Tennessee also has a law regulating healthcare referrals. The general rule is that a physician who has an investment interest in a healthcare entity shall not refer patients to the entity unless a statutory exception exists. A healthcare entity is defined as an entity which provides healthcare services. The Company believes that it does not fit within the definition of a "healthcare entity" because the Company is not a provider of healthcare services. The Centers provide all health care services to patients through employees of the P.A. There are no provider investors in the P.A. that refer patients for designated health care services except the sole physician shareholder of the P.A. The Company believes that referrals by the sole shareholder of the P.A. come within a statutory exception. Accordingly, under Tennessee law, the Company believes that the provider self-referral prohibition would not apply to the Centers' or the Company's operations in Tennessee. Tennessee's anti-kickback provision prohibits a physician from making payments in exchange for the referral of a patient. In addition, under Tennessee law a physician may not split or divide fees with any person for referring a patient. The Tennessee Attorney General has issued opinions that determined that the fee-splitting prohibition applied to management services arrangements. The Tennessee fee-splitting prohibition contains an exception for reasonable compensation for goods or services. The Company believes that its payment arrangements with the Centers are reasonable compensation for services rendered and do not constitute payments for referrals or a fee-splitting arrangement. Antitrust Laws Because each of the P.A.'s is a separate legal entity, each may be deemed a competitor subject to a range of antitrust laws which prohibit anti-competitive conduct, including price fixing, concerted refusals to deal and division of market. The Company believes it is in compliance with such state and federal laws which may affect its development of integrated healthcare delivery networks, but there can be no assurance that a review of the Company's business by courts or regulatory authorities will not result in a determination that could adversely affect the operations of the Company. Healthcare Reform As a result of the continued escalation of healthcare costs and the inability of many individuals to obtain health insurance, numerous proposals have been or may be introduced in the U.S. Congress and in state legislatures relating to healthcare reform. There can be no assurance as to the ultimate content, timing or effect of any healthcare reform legislation, nor is it possible at this time to estimate the impact of potential legislation, which may be material, on the Company. Regulation of Risk Arrangements and Provider Networks Federal and state laws regulate insurance companies, health maintenance organizations and other managed care organizations. Generally, these laws apply to entities that accept financial risk. Certain of the risk arrangements entered into by the Company could possibly be characterized by some states as the business of insurance. The Company, however, believes that the acceptance of capitation payments by a healthcare provider does not constitute the conduct of the business of insurance. Many states also regulate the establishment and operation of networks of healthcare providers. Generally, these laws do not apply to the hiring and contracting of physicians by other healthcare providers. South Carolina and Tennessee do not currently regulate the establishment or operation of networks of healthcare providers except where such entities provide utilization review services through private review agents. There can be no assurance that regulators of the states in which the Company may operate would not apply these laws to require licensure of the Company's operations as an insurer or provider network. The Company believes that it is in compliance with these laws in the states in which it currently does business, but there can be no assurance that future interpretations of these laws by the regulatory authorities in South Carolina, Tennessee or the states in which the Company may expand in the future will not require licensure of the Company's operations as an insurer or provider network or a restructuring of some or all of the Company's operations. In the event the Company is required to become licensed under these laws, the licensure process can be lengthy and time consuming and, unless the regulatory authority permits the Company to continue to operate while the licensure process is progressing, the Company could experience a material adverse change in its business while the licensure process is pending. In addition, many of the licensing requirements mandate strict financial and other requirements which the Company may not immediately be able to meet. Further, once licensed, the Company would be subject to continuing oversight by and reporting to the respective regulatory agency. Employees As of September 30, 2000, the Company had 625 employees (475 on a full-time equivalent basis). This includes 106 medical providers employed by the P.A.'s. Advisory Note Regarding Forward-Looking Statements Certain of the statements contained in this PART I, Item 1 (Business) and in PART II, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) that are not historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company cautions readers of this Annual Report on Form 10-K/A 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 costs 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 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; the ability to successfully integrate the management structures and consolidate the operations of recently acquired entities or practices with those of the Company; and other factors described in this report and in other reports filed by the Company with the Securities and Exchange Commission. Item 2. Properties All but one of the Company's primary care Centers' facilities are leased. The properties are generally located on well-traveled major highways, with easy access. Each property offers free, off-street parking immediately adjacent to the center. One Center is leased from an entity affiliated with the Company's Chairman and one Center is leased from Companion HealthCare Corporation, a principal shareholder of the Company. One of the Centers is leased from a physician employee of the P.A.'s. The Company's Centers are broadly distributed throughout the state of South Carolina and two are in Knoxville, Tennessee. There are 16 primary care Centers in the Columbia, South Carolina region (including four physical therapy offices), five in the Charleston, South Carolina region, four in the Myrtle Beach, South Carolina region, one in the Aiken, South Carolina region, six in the Greenville-Spartanburg, South Carolina region and two in the Knoxville, Tennessee region. The Company's corporate offices are located in downtown Columbia, South Carolina in 13,000 square feet of leased space. The Centers are all in free-standing buildings in good repair. Item 3. Legal Proceedings The Company is party to various claims, legal activities and complaints arising in the normal course of business. In the opinion of management and legal counsel, aggregate liabilities, if any, arising from legal actions would not have a material adverse effect on the financial position of the Company. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Until October 19, 1998, the Common Stock was traded on the NASDAQ SmallCap Market under the symbol UCIA. On October 20, 1998, the Common Stock was delisted for trading on the NASDAQ SmallCap Market as a consequence of the Company's failure to meet certain quantitative requirements under the NASD's expanded listing criteria. Trading in the Common Stock is currently conducted in the over-the-counter market. The prices set forth below indicate the high and low bid prices reported on the NASDAQ SmallCap Market through October 20, 1998 and on the over-the-counter bulletin board thereafter. The quotations reflect inter-dealer prices without retail markup, markdown or commission and may not necessarily reflect actual transactions. Bid Price -------------------------- High Low --------- --------- Fiscal Year Ended September 30, 2000 1st quarter (10/01/99 - 12/31/99) $.94 $.50 2nd quarter (01/01/00 - 03/31/00) .69 .50 3rd quarter (04/01/00 - 06/30/00) .59 .33 4th quarter (07/01/00 - 09/30/00) .45 .31 Fiscal Year Ended September 30, 1999 1st quarter (10/01/98 - 12/31/98) $.56 $.41 2nd quarter (01/01/99 - 03/31/99) .59 .34 3rd quarter (04/01/99 - 06/30/99) .80 .45 4th quarter (07/01/99 - 09/30/99) .75 .50 As of December 15, 2000, there were 309 stockholders of record of Common Stock, excluding individual participants in security position listings. UCI has not paid cash dividends on the Common Stock since its inception and has no plans to declare cash dividends in the foreseeable future. Item 6. Selected Financial Data STATEMENT OF OPERATIONS DATA (In thousands, except per share data) For the year ended September 30, ------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ------------ ----------- ----------- ------------ ---------- Revenues $39,953 $40,470 $37,566 $27,925 $23,254 Net income (loss) (6,102) 910 (10,508) (84) 466 Basic and diluted earnings (loss) per share (.63) .11 (.02) .11 (1.61) Basic weighted average number of shares outstanding 9,651 8,537 5,005 4,294 6,545 Diluted weighted average number of shares outstanding 9,657 8,544 6,545 5,005 4,294 BALANCE SHEET DATA (In thousands, except per share data) At September 30, ----------------------------------------------------------------------- 2000 1999 1998 1997 1996 ---------- ---------- ----------- ----------- ---------- Working capital $(6,230) $(2,289) $(3,718) $2,921 $ 2,020 Property and equipment, net 4,326 4,797 5,475 4,003 3,300 Total assets 17,782 23,354 26,202 21,082 15,733 Long-term debt, including current portion 8,952 9,444 11,988 7,939 5,373 Stockholders' equity 271 6,373 987 9,488 7,822 Item 7. 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. Basis of Presentation The consolidated financial statements of the Company include the accounts of UCI, UCI-SC, UCI-GA and the P.A.'s. Such consolidation is required under Emerging Issues Task Force (EITF) 97-2 as a consequence of the nominee shareholder arrangement that exists with respect to each of the P.A.'s. In each case, the nominee (and sole) shareholder of the P.A. has entered into an agreement with UCI-SC or UCI-GA, as applicable, which satisfies the requirements set forth in footnote 1 of EITF 97-2. Under the agreement, UCI-SC or UCI-GA, as applicable, in its sole discretion, can effect a change in the nominee shareholder at any time for a payment of $100 from the new nominee shareholder to the old nominee shareholder, with no limits placed on the identity of any new nominee shareholder and no adverse impact resulting to any of UCI-SC, UCI-GA or the P.A. resulting from such change. In addition to the nominee shareholder arrangements described above, each of UCI-SC and UCI-GA have entered into Administrative Service Agreements with the P.A.'s. (See Item 1. Business - "Organizational Structure" for a detailed description of the Administrative Service Agreements.) As a consequence of the nominee shareholder arrangements and the Administrative Service Agreements, the Company has a long-term financial interest in the affiliated practices of the P.A.'s. According to EITF 97-2, the application of FASB Statement No. 94 (Consolidation of All Majority-Owned Subsidiaries), and APB No. 16 (Business Combinations), the Company must consolidate the results of the affiliated practices with those of the Company. The P.A.'s enter 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 79% of the physicians employed by the P.A.'s are paid on an hourly basis for time scheduled and worked at the medical centers. The other physicians are salaried. Approximately 25 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. Any incentive compensation is based upon a percentage of non-ancillary collectible charges for services performed by a provider. Percentages range from 3% to 17% and vary by individual employment contract. As of September 30, 2000 and 1999, the P.A.'s employed 106 and 121 medical providers, respectively. The net assets of the P.A.'s are not material for any period presented, and intercompany accounts and transactions have been eliminated. For the fiscal year ended September 30, 2000, the Company has shown a slight decrease in revenues. This decrease is a direct result of actions taken by management to close unprofitable centers in the Atlanta region. The Company does not allocate all indirect costs incurred at the corporate offices to the Centers on a center-by-center basis. Therefore, all discussions below are intended to be in the aggregate for the Company as a whole. Comparison of Results of Operations for Fiscal Years 2000, 1999, and 1998 Revenues of $39,953,000 in fiscal year 2000 reflected a decrease of 1% from the fiscal year 1999 revenues of $40,470,000 which reflected an increase of 8% from the amount reported for fiscal year 1998. The following reflects revenue trends from fiscal year 1996 through fiscal year 2000: For the year ended September 30, (in thousands) 2000 1999 1998 1997 1996 ----------- ---------- ---------- ----------- ----------- Revenues $39,953 $40,470 $37,566 $27,925 $23,254 Operating Costs 38,127 35,975 39,094 26,466 21,525 Operating Margin 1,827 4,495 (1,528) 1,459 1,729 The small decrease in revenue for fiscal year 2000 is attributed primarily to the shutdown of the Atlanta centers to be discussed later. Revenues for the Atlanta centers declined by $1,059,000 from $2,648,000 for fiscal year 1999 to $1,589,000 for fiscal year 2000. This decrease was offset somewhat by same center growth in the established centers in South Carolina. The number of centers operated by the Company decreased from 40 to 34 from September 30, 1999 to September 30, 2000. Of the six centers closed, five were in the Atlanta region and the sixth was a physical therapy site in the Greenville-Spartanburg region which was opened for only a short period in the fourth quarter of fiscal year 1999 and the first quarter of fiscal year 2000. The increase in revenue for fiscal year 1999 from fiscal year 1998 was approximately 8% and was derived almost exclusively from growth in "same center" patient visits and charges. Approximately $2,900,000 of this was the result of center maturation for the locations opened in the prior fiscal year and was offset somewhat by the revenues of the centers open in fiscal year 1998 and closed during fiscal year 1999. During the past three fiscal years, the Company has continued its services provided to members of HMOs. In these arrangements, the Company, through the P.A., acts as the designated primary caregiver for members of HMOs who have selected one of the Company's centers or providers as their primary care provider. In fiscal year 1994, the Company began participating in an HMO operated by Companion HealthCare Corporation ("CHC"), a wholly owned subsidiary of Blue Cross Blue Shield of South Carolina ("BCBS"). BCBS, through CHC, is a primary stockholder of UCI. Including its arrangement with CHC, the Company now participates in four HMOs and is the primary care "gatekeeper" for more than 18,000 lives in fiscal years 2000, 1999 and 1998. As of September 30, 2000, all of these HMOs use a discounted fee-for-service basis for payment. HMOs do not, at this time, have a significant penetration into the South Carolina market; the Company is not certain if there will be growth in the market share of HMOs in the areas in which it operates clinics. For fiscal year 1998, capitated revenue declined to $2,700,000 from $3,100,000 in fiscal year 1997. This decline was primarily the result of one of the "gatekeeper" HMO's (Companion) switching from a capitation payment scheme to a discounted fee for service scheme during the middle of fiscal year 1998. In fiscal year 1999, there was only one HMO that paid by capitated revenue which was approximately $1,400,000 or 3% of total revenue. At September 30, 2000, none of the four HMOs paid via a capitation arrangement. Sustained revenues in fiscal years 2000 and 1999 also reflect the Company's heightened focus on occupational medicine and industrial health services (these revenues are referred to as "employer paid" and "workers compensation" on the table below). Focused marketing materials, including quarterly newsletters for employers, were developed to spotlight the Company's services for industry. Approximately 25% of the Company's total revenue was derived from these occupational medicine services in fiscal year 2000, 24.5% in fiscal year 1999 and 23% in fiscal year 1998. The Company also entered into an agreement with Companion Property and Casualty Insurance Company ("CP&C") wherein the Company acts as the primary care provider for injured workers of firms insured through CP&C. CP&C is a primary stockholder of UCI. Patient encounters were 504,000 in fiscal year 2000, 509,000 in fiscal year 1999 and 497,000 in fiscal year 1998. The increase from fiscal year 1998 to fiscal year 1999 was achieved despite the net reduction of one location during the year due to center maturation and marketing efforts. Of the 104,000 increase in fiscal year 1998, 55,000 is attributable to the Centers opened during the fiscal year. A decrease in patient encounters in fiscal year 1998 is not believed to have resulted from the six center closures noted above due to timing (divestiture or closure in September 1998) or because the Company had a nearby operating location. The small decrease in fiscal year 2000 is due to the closure of the Atlanta centers effective June 30, 2000. Patient encounters in the Atlanta centers were 21,000 in fiscal year 2000 as compared to 32,000 in fiscal year 1999. No new significant competition entered the Company's market during fiscal year 2000 or fiscal year 1999. However, revenues were short of goals for fiscal years 1998 and 1997, due in part to the increased competition from hospitals and other providers in Columbia, Greenville, Myrtle Beach and Atlanta during fiscal year 1998 and in Columbia, Greenville, Myrtle Beach and Sumter during fiscal year 1997. 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 owner of the Company's 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. The operating margin decreased to $1,827,000 in fiscal year 2000 from $4,495,000 in fiscal year 1999 partially due to the poor performance of the Atlanta centers for the first nine months of the fiscal year until their closure on June 30, 2000. For the nine months ending June 30, 2000, the Atlanta centers had an operating deficit of approximately $1,143,000 as compared to an operating deficit of approximately $730,000 for the twelve months of fiscal year 1999. Approximately $400,000 of the decline in the operating deficit from fiscal year 1999 to fiscal year 2000 was attributable to the two Knoxville centers, one of which moved to a new location in early fiscal year 2000. This move resulted in a severe reduction of business for approximately six months which began to improve over the last quarter of fiscal year 2000. The remainder of the decrease is primarily due to continuing costs pressures of managed care that the Company plans to address via costs reductions and enhanced revenues through an increased marketing campaign and due to an increase of $519,000 in bad debt expense in fiscal year 2000 as compared to fiscal year 1999, and a $379,000 change in estimate in fiscal year 1999 reducing lease expense, as discussed in Note 15 to the financial statements. An operating margin of $4,495,000 was achieved in fiscal year 1999. This significant improvement over fiscal year 1998 was the result of a decisive cost reduction plan put into place by management during the fourth quarter of fiscal year 1998 that included staff reductions and the closure or divestiture of several unprofitable centers. For the six centers that were closed or divested of during fiscal year 1998 the combined losses were approximately $775,000 during fiscal year 1998. Salary savings from the staff reductions are estimated to be approximately $1,000,000 at the corporate level and between $3,000,000 and $4,000,000 at the remaining centers. The following table breaks out the Company's revenue and patient visits by revenue source for fiscal years 2000, 1999, and 1998. Percent of Patient Percent of Revenue Visits ------------------------- -------------------------- 2000 1999 1998 2000 1999 1998 ------- ------- --------- -------- -------- -------- 17 18 20 18 Patient Pay 18 18 14 8 Employer Paid 15 13 9 9 12 14 9 HMO 11 13 12 8 17 Workers Compensation 8 10 16 14 7 6 Medicare/Medicaid 7 11 6 7 36 30 Managed Care Insurance 34 27 31 30 6 7 6 7 11 10 Other (Commercial Indemnity, Champus, etc.) 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. Bad debt expense, a component of operating costs, was approximately $2,808,000 (or approximately 7% of revenue) for fiscal year 2000, $2,289,000 (or approximately 6% of revenue) for fiscal year 1999 and $2,978,000 (or approximately 8% of revenue) for fiscal year 1998. This increase is primarily due to the difficulties encountered in the collection of amounts associated with patients seen at the centers acquired during fiscal year 1998 (Georgia centers). Management is not yet certain if the collection difficulties being encountered will continue but intends to evaluate collectibility on a monthly basis. Collections in the Atlanta market where the Company no longer has any presence have also been more difficult. The Company continually evaluates the operations of its physician practice centers and assesses the centers for impairment when certain indicators of impairment are present. In May 2000, the Company announced its intention to close its Georgia physician practice centers effective June 30, 2000. The performance of these centers, which were originally acquired in May 1998, did not meet the expectations of the Company during fiscal year 2000 and the Company was no longer committed to the Georgia market. The Company sold the property and equipment at these centers for an amount approximating the net book value of the fixed assets or transferred the property and equipment to other Company locations. The long-lived assets and related goodwill for these centers was assessed for impairment under a held for use model as of March 31, 2000. As a result of the decision to close these centers coupled with the fact that the remaining projected undiscounted cash flows were less than the carrying value of the long-lived assets and goodwill for these centers, the Company recorded an impairment in the quarter ended March 31, 2000 of approximately $3,567,000 to reduce the goodwill to its fair value. This is a component of the line item Realignment and Impairment Charges. Additionally, the Company incurred additional costs associated with the decision to close the Georgia centers during the third and fourth quarters of fiscal year 2000. These costs relate primarily to exiting certain lease obligations. The estimated lease obligations, net of estimated sub-lease income, are expected to be approximately $242,000 at September 30, 2000. The total costs related to lease obligations and employee contractual liabilities for the Atlanta centers closed June 30, 2000 was $561,000 which is the other component of the line item Realignment and Impairment Charges. November 1, 1998, the Company sold the three centers of the Springwood Lake Family Practice that had been acquired approximately one year earlier in September 1997. The three centers were operated by the Company as Springwood Lake Family Practice, Woodhill Family Practice and Midtown Family Practice. These centers operated more along the lines of traditional family practices (taking appointments, doing hospital admissions, etc.) than the Company's other centers and had not been profitable. They were also a drain on cash flow to the Company of approximately $460,000 during fiscal year 1998. The time needed to correct these problems was determined to be excessive by the Company's management and these three centers were sold back to the former owners (providers). As of September 30, 1998, the Company recorded a loss on the disposition of approximately $1,668,000. This is a component of the line item Realignment and Impairment Charges in fiscal year 1998. When the Company acquires medical practices, the excess of cost over fair value of assets acquired (goodwill) is recorded as an asset and is amortized on a straight-line basis over 15 years. Subsequent to an acquisition, the Company periodically evaluates whether later events and circumstances have occurred that indicate that the remaining balance of goodwill may not be recoverable. When external factors indicate that goodwill should be evaluated for possible impairment, the Company uses an estimate of the related center's undiscounted cash flows to determine if an impairment exists. If an impairment exists, it is measured based on the difference between the carrying amount and fair value, for which discounted cash flows are used. Examples of external factors that are considered in evaluation for possible impairment include significant changes in the third party payor reimbursement rates and unusual turnover or licensure difficulties of clinical staff at a center. During the second quarter of fiscal year 2000 and the fourth quarter of fiscal year 1998, the above analysis resulted in an impairment change of approximately $3,567,000 and $1,642,000 to goodwill for centers that had been closed (i.e., Atlanta region) and for two underperforming centers. This is a component of the line item Realignment and Impairment Charges. It should be noted that the Company also has launched medical centers as start-up operations, which have contributed in fiscal years 1999 and 1998 to the Company's overall cash used in operations. Costs of starting up new centers are expensed as incurred. Depreciation and amortization expense decreased to $1,720,000 in fiscal year 2000, down from $1,954,000 in fiscal year 1999 and $1,950,000 in fiscal year 1998. This decrease reflects lower amortization and depreciation resulting from the closure of the Atlanta region. Net interest expense increased to $1,995,000 in fiscal year 2000 from $1,472,000 in fiscal year 1999 and $1,464,000 in fiscal year 1998 primarily as a result of the interest costs associated with the indebtedness incurred in the leasehold improvements, the operating line of credit the Company has with its primary bank, increase in bank fees and interest penalties, and debt associated with the acquisitions noted above. Interest rates have also increased in fiscal year 2000. The Company evaluates the valuation allowance regarding deferred tax assets on a more likely than not basis. In determining that it was more likely than not that the recorded deferred tax asset would be not realized, management of the Company considered the following: o Recent historical operating results. o Lack of sufficient liquidity to support operations. o The budgets and forecasts that management and the Board of Directors had adopted for the next five fiscal years including plans for expansion. o The ability to utilize NOL's prior to their expiration. o The potential limitation of NOL utilization in the event of a change in ownership. o The generation of future taxable income in excess of income reported on the consolidated financial statements. A valuation allowance of $7.6 million and $6.3 million at September 30, 2000 and 1999, respectively, remained necessary in the judgement of management because the factors noted above (i.e. forecasts) did not support the utilization of less than a full valuation allowance. The lack of consistent earnings and liquidity concerns, discussed above, was considered in the decision to maintain a 100% valuation allowance of $7.6 million at September 30, 2000, leaving no tax related asset recorded. Going Concern Matters The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has a net loss, a working capital deficiency and an accumulated deficit. Ultimately, the Company's viability as a going concern is dependent upon its ability to continue to generate positive cash flows from operations, maintain adequate working capital and obtain satisfactory long-term financing. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans include the following, although it is not possible to predict the ultimate outcome of the Company's efforts. The closure of the Atlanta centers, which were unprofitable, had an immediate positive effect on the Company in the fourth quarter of fiscal year 2000. This improvement is expected to continue into fiscal year 2001 and beyond. However, there can be no assurances that such improvement will occur. Results of Operations for the Three Months Ended September 30, 2000 as Compared to the Three Months Ended September 30, 1999: The following summarizes the fiscal 2000 fourth quarter results of operations as compared to the prior year: For the Three Months Ended (in 000's) - ------------------------------------------- -- ------------------------------- 09/30/2000 09/30/1999 ------------- ----------- $9,171 Revenues $10,360 8,378 9,907 Operating Costs 793 453 Operating Margin 16 General and Administrative Expenses 26 Realignment and Impairment Charges 70 0 387 Depreciation and Amortization 486 622 Interest Expense, net 412 0 0 Benefit for Income Taxes (302) (471) Net Income (loss) Revenues of $9,171,000 for the quarter ending September 30, 2000 reflect a decrease of eleven (11%) percent from those of the quarter ending September 30, 1999 mainly due to the closure of the Atlanta region on June 30, 2000. Patient encounters decreased to 117,000 in the fourth quarter of fiscal year 2000 from 125,000 in the fourth quarter of fiscal year 1999 due to the reduction in the number of centers as discussed above. The decreases in depreciation and amortization expenses are all related to the divestitures and closures of the centers discussed above and the related realignment expenses posted in fiscal year 2000 (i.e., the write-off of goodwill). The increase in interest expense from quarter to quarter relates to the Company carrying a higher line of credit balance in fiscal year 2000 versus fiscal year 1999. Financial Condition at September 30, 2000 and September 30, 1999 Cash and cash equivalents increased by $237,000 from September 30, 1999 to September 30, 2000. Accounts receivable decreased from $8,400,000 at September 30, 1999 to $6,959,000 at September 30, 2000. This decrease was attributable to increased focus on collections at the Corporate billing department that involved a reorganization of functional duties and lower revenues in fiscal year 2000 as compared to fiscal year 1999. As the payor mix of the Company continues to change, the billing and collection functions will need to be continually modified and updated. The decrease in the number of centers in operation and the small decrease in revenue also result in a lower accounts receivable balance. The decreases in property and equipment and in the excess of cost over fair value of assets acquired ("goodwill") are both the result of regular depreciation and amortization charges and the write-off of the Atlanta related goodwill. Depreciation charges were somewhat offset on the Property and Equipment balance by the net equipment purchases of approximately $700,000. The reductions in long-term debt from September 30, 1999 to September 30, 2000 were the result of the regularly scheduled principal payments. Management believes that it will be able to fund debt service requirements for the foreseeable future out of cash generated through operations. 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 CHC and CP&C), and credit extended by suppliers. The Company has a $4,000,000 bank line of credit with an outstanding indebtedness of approximately $3,505,000 at September 30, 2000. The availability under this line of credit is limited by accounts receivable type and age as defined in the agreement. As of the fiscal year end, the Company had borrowed approximately the maximum allowable amounts. The line of credit bears interest of prime plus 2.5% with a maturity of August 2001. (Prime rate was 9.5% as of September 30, 2000.) The line of credit is used to fund the working capital needs of the Company. As of September 30, 2000, the Company had no material commitments for capital expenditures or for acquisition or start-ups. Operating activities generated $1,048,000 of cash during fiscal year 2000, compared to $2,645,000 during fiscal year 1999. The primary reason for the decrease from fiscal year 2000 as compared to fiscal year 1999 is related to the operating margin decrease of approximately $2,700,000 and increased interest expense. The 1999 operating cash flow increased approximately $4.1 million as compared to 1998 due to overall improvements in the operations of the Company as compared to fiscal year 1998 due to the cost reductions, divestitures and closures discussed above. Bad debt expense, a component of operating expenses, was also up in fiscal year 2000 compared to fiscal year 1999 by approximately $519,000. Investing activities used $701,000 of cash during fiscal year 2000 and $448,000 used in fiscal year 1999 as a result of a slow-down in expansion activity in both years. Approximately $1,154,000 of cash was provided net to the Company in fiscal year 2000 via the increased usage of the Company Line of Credit and a temporary year-end bank overdraft that was funded via the Line of Credit and October cash receipts. Approximately $2,467,000 of cash was used during fiscal year 1999 to reduce debt. This was made possible by the positive performance of the Company and by the discontinuation of growth through acquisitions during the year. Liquidity in fiscal year 1999 was adequate to meet the operating needs of the Company; therefore, no financing sources of cash were required. The Company received $1,102,000 in cash during fiscal year 1998 resulting from private placements of stock which was used in part to manage the Company's rapid growth. Should additional needs arise, the Company may consider additional capital sources to obtain funding. There is no assurance that any additional financing, if required, will be available on terms acceptable to the Company. Overall, the Company's current liabilities exceed its current assets at September 30, 2000 and 1999 by $6,229,000 and $2,289,000. At September 30, 2000, much of the current liability excess is due to the classification of the Company's primary line of credit (approximately $3,500,000), its debenture (approximately $1,500,000), a note to a financial institution (approximately $199,000) and the note to MainStreet Healthcare (approximately $400,000) as current. The Company intends to renegotiate or renew all of these instruments during fiscal year 2001 and does not expect to pay them off during fiscal year 2001. There can be no assurances that these instruments will be reinstated or renewed. There can be no assurance that sources of cash will exceed uses of cash. The Year 2000 During the years leading up to the Year 2000, an important business issue arose over the concern that the Company's computer systems, or other business systems, or those of the Company's vendors, working either alone or in conjunction with other software or systems, would fail to, without error or interruption, accept input of, store, manipulate or output dates in the years 1999, 2000 or thereafter (commonly known as the "Year 2000" problem). In response, the Company conducted a review of its business systems, including its computer systems, on a system-by-system basis, and queried third parties with whom it conducts business as to their progress in identifying and addressing problems that their computer systems might face in correctly processing date information. The Company reviewed its information technology ("IT") hardware and software, including personal computers, application and network software for Year 2000 compliance readiness. The review process entailed evaluation of hardware/software and testing. The cost to bring the Company's IT systems into Year 2000 compliance was approximately $25,000. The Company determined that its general accounting systems (which includes invoicing, accounts receivable, payroll, etc.) needed to be upgraded to make the systems Year 2000 compliant. The Company has upgraded their systems at a cost of approximately $20,000. The Company also reviewed its non-IT systems (including voice communications). The cost to remedy non-IT systems was not material. The source of funds for evaluation and remediation of Year 2000 compliance issues was cash flow from operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company is exposed to changes in interest rates primarily as a result of its borrowing activities, which includes credit facilities with financial institutions used to maintain liquidity and fund the Company's business operations, as well as notes payable to various third parties in connection with certain acquisitions of property and equipment. The nature and amount of the Company's debt may vary as a result of future business requirements, market conditions and other factors. The definitive extent of the Company's interest rate risk is not quantifiable or predictable because of the variability of future interest rates and business financing requirements. The Company does not currently use derivative instruments to adjust the Company's interest rate risk profile. Approximately $3,800,000 of the Company's debt at September 30, 2000 was subject to fixed interest rates and principal payments. Approximately $5,200,000 of the Company's debt at September 30, 2000 was subject to variable interest rates. Based on the outstanding amounts of variable rate debt at September 30, 2000, the Company's interest expense on an annualized basis would increase approximately $40,000 for each increase of one percent in the prime rate. The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. Item 8. Financial Statements and Supplementary Data Reference is made to the Index to Financial Statements on Page 24. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. PART III Item 10. Directors and Executive Officers of the Registrant Directors Directors Whose Terms Will Expire at the Next Annual Meeting M.F. McFarland, III, M.D., 53, has served as Chairman of the Board, President and Chief Executive Officer of UCI since January 1987 and as a director of UCI since September 1984. From September 1984 until January 1987, he served as Vice President of UCI. He has served as President and as the sole director of UCI-SC and Doctor's Care, P.A. ("DC-SC") for over five years and of UCI-GA since its organization in February 1998. He served as Associate Professional Director of the Emergency Department of Richland Memorial Hospital in Columbia, South Carolina from 1978 to 1981 and was President of the South Carolina Chapter of the American College of Emergency Physicians in 1979. Dr. McFarland is currently a member of the Columbia Medical Society, the South Carolina Medical Association and the American Medical Association. Dr. McFarland was most recently reelected as a director at the annual meeting of stockholders in 1997. Charles M. Potok, 52, has served as a director of UCI since September 1995 and as Executive Vice President and Chief Operating Officer of Companion Property and Casualty Company ("CP&C"), a wholly-owned subsidiary of BCBS, since March 1984. Mr. Potok is an Associate of the Casualty Actuarial Society and a member of the American Academy of Actuaries. Prior to joining CP&C, Mr. Potok served as Chief Property and Casualty Actuary and Director of the Property and Casualty Division of the South Carolina Department of Insurance. Mr. Potok was most recently reelected as a director at the annual meeting of stockholders in 1997. Directors Whose Terms Extend Beyond the Date of the Next Annual Meeting A. Wayne Johnson, 50, has served as Chairman and Chief Executive Officer of MainStreet Healthcare Corporation ("MHC") from its inception in February 1996. In addition to Mr. Johnson's MainStreet responsibilities, effective December 8, 1999, he assumed the role of Executive Vice President of Providan Financial, a San Francisco-based financial services company. Mr. Johnson has 24 years of entrepreneurial and business operations experience in the field of financial services and corporate development. Prior to co-founding MHC in February 1996, Mr. Johnson had served since 1991 as President of one of the major operating subsidiaries of First Data Corporation and Chief Marketing Officer and strategic planner for First Data Card Services Group, a subsidiary of First Data Corporation. Mr. Johnson was the founder of both Integratec, a collection company, and QualiServ, a credit card outsourcing service company. Mr. Johnson was initially elected as a director at the annual meeting of stockholders in 1999. Ashby M. Jordan, M.D., 62, has served as a director of UCI since August 1996 and as Vice President of Medical Affairs of BCBS since December 1986. Prior to joining BCBS, Dr. Jordan was the Vice President of Medical Affairs for CIGNA HealthPlan of South Florida, Inc. Dr. Jordan is Board Certified by the American Board of Pediatrics. Dr. Jordan was most recently reelected as a director at the annual meeting of stockholders in 1999. John M. Little, Jr., M.D., 51, has served as a director of UCI since August 11, 1998 and as Chief Medical Officer of Companion HealthCare Corporation ("CHC"), a wholly-owned subsidiary of BCBS, since 1996. Additionally, he has served since 1994 as Medical Director of Managed Care Services of CHC, as Chairman of the Quality Assurance Committee and the Pharmacy and Therapeutics Committee of CHC and as a Co-Chair of the Managed Care Oversight Committee of CHC. Prior to joining CHC in 1994, Dr. Little served as Assistant Chairman for Academic Affairs, Department of Family Practice, Carolinas Medical Center, Charlotte, North Carolina from 1992 to 1994. Dr. Little was most recently reelected as a director at the annual meeting of stockholders in 1999. Harold H. Adams, Jr., 54, has served as a director of UCI since June 1994 and as President and owner of Adams and Associates, International, Adams and Associates, and Southern Insurance Managers since June 1992. He served as President of Adams Eaddy and Associates, an independent insurance agency, from 1980 to 1992. Mr. Adams has been awarded the Chartered Property Casualty Underwriter designation and is currently a member of the President's Board of Visitors of Charleston Southern University in Charleston, South Carolina. He has received numerous professional awards as the result of over 26 years of involvement in the insurance industry and is a member of many professional and civic organizations. Mr. Adams was most recently reelected as a director at the annual meeting of stockholders in 2000. Thomas G. Faulds, 60, has served as a director of UCI since August 1996 and as President and Chief Operating Officer, Blue Cross Blue Shield Division, Blue Cross Blue Shield of South Carolina ("BCBS") since October 1991. Mr. Faulds has been with BCBS since March 1972 where he has served in key senior management positions in government programs, information systems and operations. Mr. Faulds was most recently reelected as a director at the annual meeting of stockholders in 2000. Executive Officers The following sets forth certain information concerning the persons who currently serve as executive officers of the Registrant who do not also serve on the Board of Directors. Jerry F. Wells, Jr., 38, has served as Chief Financial Officer and Executive Vice President of Finance of UCI since he joined UCI in February 1995 and as Corporate Secretary of the Company since December 1996. He has served as Executive Vice President of Finance, Chief Financial Officer and Corporate Secretary of UCI-SC since December 1996, and of UCI-GA since its organization in February 1998, and as Corporate Secretary of DC-SC since December 1996. Prior to joining the Company, he served as a Senior Manager and consultant for PricewaterhouseCoopers LLP from 1985 until February 1995. Mr. Wells is a certified public accountant and is a member of the American Institute of Certified Public Accountants, the South Carolina Association of Certified Public Accountants and the North Carolina CPA Association. D. Michael Stout, M.D., 56, has served as Executive Vice President of Medical Affairs of UCI and DC-SC since 1985. He is Board Certified in Emergency Medicine and is a member of the American College of Emergency Physicians, the Columbia Medical Society and the American College of Physician Executives. Board of Directors and Board Committees Board of Directors The Board of Directors met or acted by written consent a total of five times during UCI's fiscal year ended September 30, 2000. No director attended fewer than 75 percent of the total of such Board meetings and the meetings of the committees upon which the director served. Among the standing committees established by the Board of Directors are a Compensation Committee, an Audit Committee, and a Revenue Enhancement Committee. The Board of Directors has not established a nominating committee for recommending to stockholders candidates for positions on the Board of Directors. Such functions are currently performed by the Board of Directors acting as a whole. Currently, seven directors serve on the Board of Directors. Audit Committee The Audit Committee consists of Mr. Adams and Dr. Jordan. This committee recommends to the Board of Directors the engagement of the independent auditors for UCI, determines the scope of the auditing of the books and accounts of UCI, reviews the reports submitted by the auditors, examines procedures employed in connection with UCI's internal control structure, reviews and approves the terms of acquisitions between UCI and any related party entities, undertakes certain other activities related to the fiscal affairs of UCI and makes recommendations to the Board of Directors as may be appropriate. This committee met one time during UCI's fiscal year ended September 30, 2000. Compensation Committee The Compensation Committee consists of Messrs Adams and Potok. This committee monitors UCI's executive compensation plan, practice and policies, including all salaries, bonus awards and fringe benefits, and makes recommendations to the Board of Directors with respect to changes in existing executive compensation plans and the formation and adoption of new executive compensation plans. This committee met one time during UCI's fiscal year ended September 30, 2000. Revenue Enhancement Committee The Revenue Enhancement Committee consists of Messrs. Adams, Faulds and Potok. This committee monitors UCI's ancillary and complementary services, and makes recommendations to the Board of Directors with respect to changes in such existing services. This committee did not meet during UCI's fiscal year ended September 30, 2000. Item 11. Executive Compensation The following table sets forth the total compensation earned during the fiscal year ended September 30, 2000 and during each of the two prior fiscal years by the President and Chief Executive Officer of UCI and the executive officers of UCI whose annual compensation from UCI exceeded $100,000 for all services provided to UCI. No other executive officer of the Company earned compensation in excess of $100,000 for services provided to the Company in any of the three fiscal years reflected in the table. SUMMARY COMPENSATION TABLE Long Term Compensation Annual Compensation Awards Securities Fiscal Underlying All Other Name and Principal Position Year Salary (1) Bonus(1) Compensation (2) Options 2000 $325,000 (3) 0 0 $9,272 M.F. McFarland, III, M.D. 0 Chairman, President and 1999 325,000 (3) 200,000 5,561 0 Chief Executive Officer 1998 315,000 (3) 0 8,983 2000 210,000 (4) 0 0 0 D. Michael Stout, M.D. 0 0 Executive Vice President of 1999 210,000 (4) 42,000 0 0 Medical Affairs 1998 210,000 (4) 0 2000 99,640 0 0 0 Jerry F. Wells, Jr. 0 0 Executive Vice President of 1999 99,640 17,260 0 0 Finance, Chief Financial 1998 96,769 0 Officer (1) Amounts included under the heading "Salary" and "Bonus" include compensation from both UCI-SC and DC-SC. The remuneration described in the table above does not include the cost to UCI of benefits furnished to certain officers that were extended in connection with the conduct of UCI's business. The amount of such benefits accrued for each of the named executives in each of the years reflected in the table did not exceed 10% of the total annual salary and bonus reported for such executive in such year. (2) Amounts included under the heading "All Other Compensation" are comprised of premiums for long-term disability and life insurance provided by UCI for the benefit of Dr. McFarland. (3) For services performed by Dr. McFarland for UCI-SC, a wholly-owned subsidiary of UCI, Dr. McFarland received an annual salary of $157,500 during each of the fiscal years ended September 30, 2000, 1999, and 1998. For services performed by Dr. McFarland for DC-SC, an affiliated professional association wholly owned by Dr. McFarland that contracts with UCI-SC to provide all medical services at UCI's medical facilities, Dr. McFarland received an annual salary of $167,500, $167,500 and $157,500 for the fiscal years ended September 30, 2000, 1999, and 1998, respectively. (4) For services performed by Dr. Stout for UCI-SC, Dr. Stout received an annual salary of $50,000 in each of the fiscal years ended September 30, 2000, 1999, and 1998. For services performed by Dr. Stout for DC-SC, Dr. Stout received an annual salary of $160,000 in each of the fiscal years ended September 30, 2000, 1999, and 1998. Fiscal Year-End Option Values The following table sets forth certain information with respect to unexercised options to purchase Common Stock held at September 30, 2000. None of the named executive officers exercised any options during the fiscal year ended September 30, 2000. 2000 FISCAL YEAR-END OPTION VALUES Number of Securities Underlying Value of Unexercised Unexercised Options at In-the-Money Fiscal Year End Options at Fiscal Year End ------------------------------------------ --------------------------------------- Name Exercisable Unexercisable Exercisable Unexercisable - ---------------------------------------------------- ---------------------- -------------------- ------------------- M.F. McFarland, III, M.D. 206,675 0 $ $ Chairman, President and -0- -0- Chief Executive Officer 109,825 A. Michael Stout, M.D. 0 -0- -0- Executive Vice President of Medical Affairs 134,825 Jerry F. Wells, Jr. 0 -0- -0- Executive Vice President of Finance, Chief Financial Officer Director Compensation Non-employee directors are paid a fee of $500 for attendance at each meeting of the Board of Directors. Non-employee directors of UCI are reimbursed by UCI for all out-of-pocket expenses reasonably incurred by them in the discharge of their duties as directors, including out-of-pocket expenses incurred in attending meetings of the Board of Directors. During the fiscal year ended September 30, 1996, UCI adopted a Non-Employee Director Stock Option Plan (the "1996 Non-Employee Plan"). The 1996 Non-Employee Plan provided for the granting of options to two non-employee directors for the purchase of 10,000 shares of Common Stock at the fair market value as of the date of grant. Under this plan, 5,000 options were issued to Harold H. Adams, Jr. and 5,000 options were issued to Russell J. Froneberger. These options are exercisable during the period commencing on March 20, 1999 and ending on March 20, 2006. At September 30, 2000, there were stock options outstanding under the 1996 Non-Employee Plan for 10,000 shares, all of which were exercisable. During the fiscal year ended September 30, 1997, UCI adopted a Non-Employee Director Stock Option Plan (the "1997 Non-Employee Plan"). The 1997 Non-Employee Plan provided for the granting of options to four non-employee directors for the purchase of 20,000 shares of Common Stock at the fair market value as of the date of grant. Under this plan, 5,000 options were issued each to Thomas G. Faulds, Ashby M. Jordan, M.D., and Charles M. Potok. These options are exercisable during the period commencing on March 28, 2000 and ending on March 28, 2007. At September 30, 2000, there were stock options outstanding under the 1997 Non-Employee Plan for 15,000 shares, all of which were exercisable. Employment Contracts Effective August 19, 1999, Dr. McFarland entered into a five-year contract with UCI-SC that provides for annual compensation of $157,500, the use of one automobile and an incentive bonus payable at the end of the fiscal year, subject to the determination of the Board of Directors and based upon net income and gross revenue of the Company for the same year. Also, effective August 19, 1999, Dr. McFarland entered into a five-year contract with DC-SC that provides for annual compensation of $167,500. Effective November 1, 1995, Dr. Stout entered into a five-year contract with UCI-SC that provides for annual compensation of $50,000. Also, effective November 1, 1995, Dr. Stout entered into a five-year contract with DC-SC that provides for annual compensation of $160,000. Compensation Committee Interlocks and Insider Participation During the fiscal year ended September 30, 2000, matters of executive compensation were decided by the Compensation Committee of the Board of Directors. The Compensation Committee is currently composed of Messrs. Adams and Potok. Compensation Committee Report on Executive Compensation The compensation of the Company's executive officers is generally determined by the Compensation Committee of the Board of Directors. The following report with respect to certain compensation paid or awarded to UCI's executive officers during the fiscal year ended September 30, 2000 is furnished by the directors who comprise the Compensation Committee. General Policies. UCI's compensation program is intended to enable UCI to attract, motivate, reward and retain the management talent to achieve corporate objectives, and thereby increase shareholder value. It is UCI's policy to provide incentives to senior management to achieve both short-term and long-term objectives. To attain these objectives, UCI's executive compensation program is composed of a base salary and bonus, which is generally established for the executive officers in an employment agreement. Base Salary. Base salaries for each of Dr. McFarland, Dr. Stout and Mr. Wells were determined by a subjective assessment of the executive officer's performance, in light of the officer's responsibilities and position with UCI and UCI's performance during prior periods. In evaluating overall UCI performance, the primary focus is upon not only UCI's financial performance, but also on the personal performance of the executives in areas such as quality assurance and personal development. Incentive Compensation. Incentive compensation for each of Dr. McFarland and Dr. Stout is established in his employment agreement and is most influenced by UCI's profitability. It is completely "at risk" depending upon UCI's performance. Incentive compensation is reviewed periodically and from time to time by the Compensation Committee and adjusted accordingly. Chief Executive Officer Compensation. Dr. McFarland is one of the original founders of UCI and has devoted his career to UCI since its inception in 1984. The Compensation Committee believes that Dr. McFarland's drive, dedication, commitment and knowledge have been vitally important to the successful and ongoing growth of UCI. Dr. McFarland's overall compensation for the fiscal year ended September 30, 2000 consisted of his base salary. In determining Dr. McFarland's compensation, the Compensation Committee evaluated Dr. McFarland's personal performance, the performance of UCI and Dr. McFarland's long-term commitment to the success of and ownership position in UCI. Stock Options. Executive compensation includes the grant of stock options in order to more closely align the interests of the executive with the long-term interests of the shareholders. Report of Compensation Committee: Harold H. Adams, Jr. and Thomas G. Faulds Item 12. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information known to UCI regarding the beneficial ownership of Common Stock as of December 31, 2000. Information is presented for (i) stockholders owning more than five percent of the outstanding Common Stock, (ii) each director and executive officer of UCI, individually, and (iii) all directors and executive officers of UCI, as a group. The percentages are calculated based on 9,650,478 shares of Common Stock outstanding on December 31, 2000. Shares Name Percentage Beneficially Owned (1) MainStreet Healthcare Corporation (2)...........................................2,901,396 30.10 Blue Cross Blue Shield of South Carolina (3)....................................2,624,623 27.20 7.55 M.F. McFarland, III, M.D. (4)..............................................................728,519 Harold H. Adams, Jr...........................................................2,500 0 Thomas G. Faulds .............................................-0- 0 A. Wayne Johnson (5).............................................................2,901,396 30.10 Ashby M. Jordan, M.D..................................................................-0- 0 John M. Little, Jr., M.D..............................................................-0- 0 Charles M. Potok. .......................................................-0- 0 D. Michael Stout, M.D. (6) ..............................................357,185 3.70 Jerry F. Wells, Jr. (7) ...............................................134,825 1.40 All current directors and executive officers as a group (9 persons).......................................................4,124,425 42.74 * Amount represents less than 1.0 percent. (1) Beneficial ownership reflected in the table is determined in accordance with the rules and regulations of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock issuable upon the exercise of options currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise specified, each of the stockholders named in the table has indicated to the Company that such stockholder has sole voting and investment power with respect to all shares of Common Stock beneficially owned by that stockholder. (2) The business address of the named beneficial owner is 2370 Main Street, Tucker, Georgia 30084. (3) The business address of the named beneficial owner is I-20 at Alpine Road, Columbia, SC 29219. The shares reflected in the table are held of record by CHC (2,006,442 shares) and CP&C (618,181 shares), each of which is a wholly-owned subsidiary of BCBS. (4) The business address of the named beneficial owner is 1901 Main Street, Suite 1200, Columbia, SC 29201. Shares reflected in the table include 206,675 shares issuable pursuant to currently exercisable stock options. (5) All shares reflected as beneficially owned are held of record by MainStreet Healthcare Corporation. Mr. Johnson is Chairman, Chief Executive Officer and a principal shareholder of MainStreet Healthcare Corporation. (6) Includes 109,825 shares issuable pursuant to currently exercisable stock options. (7) All shares are issuable pursuant to currently exercisable stock options. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the 1934 Act requires the directors and officers of UCI to file reports of holdings and acquisitions in Common Stock with the Securities and Exchange Commission (the "SEC"). Based on the Company records and other information, UCI believes that all SEC filing requirements applicable to its directors and officers were complied with in respect to UCI's fiscal year ended September 30, 2000. Item 13. Certain Relationships and Related Transactions Administrative Services Agreements UCI-SC has entered into an Administrative Services Agreement with DC-SC. UCI-GA has entered into Administrative Services Agreements with Doctor's Care of Tennessee, P.C. Under these Administrative Services Agreements, UCI-SC and UCI-GA perform all non-medical management of the UCI-PCs and have exclusive authority over all aspects of the business of the PCs (other than those directly related to the provision of patient medical services or as otherwise prohibited by state law). The non-medical management provided by UCI-SC and UCI-GA includes, among other functions, treasury and capital planning, financial reporting and accounting, pricing decisions, patient acceptance policies, setting office hours, contracting with third party payors and all administrative services. UCI-SC and UCI-GA provide all of the resources (systems, procedures and staffing) to bill third party payors or patients, and provide all of the resources (systems, procedures and staffing) for cash collection and management of accounts receivables, including custody of the lockbox where cash receipts are deposited. From the cash receipts, UCI-SC and UCI-GA pay all physician salaries, operating costs of the centers and operating costs of UCI-SC and UCI-GA. Compensation guidelines for the licensed medical professionals at the P.A.'s are set by UCI-SC and UCI-GA, and UCI-SC and UCI-GA establish guidelines for establishing, selecting, hiring and firing the licensed medical professionals. UCI-SC and UCI-GA also negotiate and execute substantially all of the provider contracts with third party payors, with the PCs executing certain of the contracts at the request of a minority of payors. Neither UCI-SC nor UCI-GA loans or otherwise advances funds to any P.A. for any purposes. During UCI's fiscal years ended September 30, 2000 and 1999, the P.A.'s received an aggregate of approximately $39,953,000 and $40,470,000, respectively, in fees prior to deduction by the P.A.'s of their payroll and other related deductible costs covered under the Administrative Agreement and its predecessor agreement. For accounting purposes, the operations of the P.A.'s are combined with the operations of UCI and are reflected in the consolidated financial statements of the Company. Pursuant to the employment agreement between DC-SC and Dr. McFarland, Dr. McFarland serves as Executive Medical Director of the Centers, and is paid an annual salary for his services in such position. Pursuant to the employment agreement between DC-SC and Dr. Stout, Dr. Stout provides medical services to DC-SC, and is paid an annual salary for such services. Dr. McFarland is the Chief Executive Officer of UCI and is the President, sole director and sole owner of DC-SC. Dr. Stout is the Executive Vice President of Medical Affairs for the Company, UCI-SC and UCI-GA, and is the President, sole director and sole stockholder of Doctor's Care of Georgia, P.C. and Doctor's Care of Tennessee, P.C. Medical Center Leases At September 30, 2000, UCI-SC leased one medical center facility from CHC and one medical center facility from CP&C under operating leases with fifteen-year terms expiring in 2009 and 2010. The terms of these leases are believed to be no more or less favorable to UCI-SC than those that would have been obtainable through arm's-length negotiations with unrelated third parties for similar arrangements. Each of these leases has a five-year renewal option, and a rent guarantee by DC-SC. One of the leases has a purchase option allowing UCI-SC to purchase the center at fair market value after February 1, 1995. Total lease payments made by UCI-SC under these leases during the fiscal years ended September 30, 2000 and 1999 were $64,968 and $257,025, respectively. The Doctor's Care Northeast facility is leased from a partnership in which Dr. McFarland is a general partner. The lease was renewed in October 1997 for a fifteen-year term. The terms of this lease are believed to be no more or less favorable to UCI-SC than those that would have been obtainable through arm's-length negotiations with unrelated third parties for similar arrangements. Total lease payments made by UCI-SC under this lease during the fiscal years ended September 30, 2000 and 1999 were $96,000 each year, plus utilities and real estate taxes. Beginning in August 1999, the Doctor's Care facility in Tucker, Georgia was leased from A. Wayne Johnson. The terms of this lease are believed to be no more or less favorable to UCI-SC than those that would have been obtainable through arm's-length negotiations with unrelated third parties for similar arrangements. The lease agreement expires in March 2008. Total lease payments made by UCI-SC under this lease during the fiscal years ended September 30, 2000 and 1999 were $57,600 and $7,200, respectively. Other Transactions with Related Parties At December 31, 2000, CHC owned 2,006,442 shares of Common Stock and CP&C owned 618,181 shares of Common Stock, which combine to approximately 27.2 percent of the outstanding Common Stock. Each of CHC and CP&C is a wholly-owned subsidiary of BCBS. The following is a historical summary of purchases of Common Stock by BCBS subsidiaries directly from UCI. Price Total Date BCBS Number per Purchase Purchased Subsidiary of Shares Share Price ------------------- ----------------- ---------------- ---------------- ------------------ 12/10/93 CHC 333,333 $1.50 $ 500,000 06/08/94 CHC 333,333 3.00 1,000,000 01/16/95 CHC 470,588 2.13 1,000,000 05/24/95 CHC 117,647 2.13 250,000 11/03/95 CHC 218,180 2.75 599,995 12/15/95 CHC 218,180 2.75 599,995 03/01/96 CHC 109,091 2.75 300,000 06/04/96 CP&C 218,181 2.75 599,998 06/23/97 CP&C 400,000 1.50 600,000 The Common Stock acquired by CHC and CP&C directly from UCI was purchased pursuant to exemptions from the registration requirements of federal securities laws available under Section 4(2) of the 1933 Act. Consequently, the ability of the holders to resell such shares in the public market is subject to certain limitations and conditions. The shares acquired by CHC and CP&C were purchased at share prices below market value at the respective dates of purchase in part as a consequence of the lower issuance costs incurred by the Company in the sale of these unregistered securities and in part as consequence of the restricted nature of the shares. CHC and CP&C have the right to require registration of the stock under certain circumstances as described in the respective stock purchase agreements. BCBS and its subsidiaries have the option to purchase as many shares as may be necessary for BCBS and its subsidiaries to maintain ownership of 47 percent of the outstanding Common Stock in the event that UCI issues additional stock to other parties (excluding shares issued to employees or directors of UCI). During the fiscal year ended September 30, 1994, UCI-SC entered into a capital lease purchase agreement with BCBS for a new billing and accounts receivable system, which includes computer equipment, for an aggregate purchase price of $504,000. UCI-SC has the option to purchase the equipment at the end of the lease term for $1. The lease obligation recorded at September 30, 2000 is $220,653, which includes lease addenda. The terms of the lease purchase agreement are believed to be no more or less favorable to UCI-SC than the terms that would have been obtainable through arm's-length negotiations with unrelated third parties for a similar billing and accounts receivable system, which includes computer equipment. During the fiscal year ended September 30, 1994, UCI-SC entered into an agreement with CP&C pursuant to which UCI-SC, through DC-SC, acts as the primary care provider for injured workers of firms carrying worker's compensation insurance through CP&C. Additionally, during the fiscal year ended September 30, 1995, UCI-SC executed a $400,000 note payable to CP&C payable in monthly installments of $4,546 (including 11 percent interest) from April 1, 1995 to March 1, 2010, collateralized by certain accounts receivable. The terms of the agreement with CP&C are believed to be no more or less favorable to UCI-SC than those that would have been obtainable through arm's-length negotiations with unrelated third parties for similar arrangements. UCI-SC, through DC-SC, provides services to members of a health maintenance organization operated by CHC who have selected DC-SC as their primary care provider. The terms of the agreement with CHC are believed to be no more or less favorable to UCI-SC than those that would have been obtainable through arm's-length negotiations with unrelated third parties for similar arrangements. The employees of UCI and its subsidiaries are offered health, life, and dental insurance coverage at group rates from BCBS and its subsidiaries. The group rates offered to the employees of UCI and its subsidiaries are believed to be no more or less favorable to UCI and its subsidiaries than those that would have been obtainable through arm's-length negotiations with unrelated third parties for similar services. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) (1) Consolidated Financial Statements The financial statements listed on the Index to Financial Statements on page 24 are filed as part of this report on Form 10-K/A. (a) (2) Exhibits A listing of the exhibits to the Form 10-K/A is set forth on the Exhibit Index which immediately precedes such exhibits in this Form 10-K/A. (b) Reports on Form 8-K There were no reports filed on Form 8-K for the quarter ended September 30, 2000. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page(s) Report of Independent Accountants............................................................................25 Consolidated Balance Sheets at September 30, 2000 and 1999...................................................26 Consolidated Statements of Operations for the years ended September 30, 2000, 1999 and 1998.............................................................27 Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2000, 1999 and 1998...............................................28 Consolidated Statements of Cash Flows for the years ended September 30, 2000, 1999 and 1998.............................................................29 Notes to Consolidated Financial Statements................................................................30-46 Schedule II, Valuation and Qualifying Accounts, is omitted because the information is included in the financial statements and notes. Report of Independent Accountants To the Board of Directors and Stockholders of UCI Medical Affiliates, Inc. In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders' equity and of cash flows present fairly, in all material respects, the financial position of UCI Medical Affiliates, Inc. and its subsidiaries (the "Company") at September 30, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a current year net loss, an accumulated deficit, and a working capital deficiency. These matters raise substantial doubt about the ability of the Company to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/ PRICEWATERHOUSECOOPERS, LLP December 27, 2000 Charlotte, North Carolina ORIGINAL SIGNED OPINION ON PRICEWATERHOUSECOOPERS LLP LETTERHEAD IS ON FILE WITH UCI MEDICAL AFFILIATES, INC. UCI Medical Affiliates, Inc. Consolidated Balance Sheets September 30, --------------------------------------- 2000 1999 ------------------- ---------------- Assets Current assets Cash and cash equivalents $ 302,927 $ 66,159 Accounts receivable, less allowance for doubtful accounts of $1,549,048 and $1,482,522 6,958,745 8,399,743 Inventory 623,497 590,318 Prepaid expenses and other current assets 933,130 748,467 ------------------- ---------------- Total current assets 8,818,299 9,804,687 Property and equipment less accumulated depreciation of $6,035,106 and $4,921,458 4,326,093 4,796,643 Excess of cost over fair value of assets acquired, less accumulated amortization of $2,616,455 and $2,650,249 4,595,690 8,711,255 Other assets 41,500 41,500 ------------------- ---------------- Total Assets $17,781,582 $ 23,354,085 =================== ================ Liabilities and Stockholders' Equity Current liabilities Book overdraft $ 1,184,257 $ 803,257 Current portion of long-term debt 6,489,280 4,557,797 Accounts payable 3,511,545 3,341,712 Accrued salaries and payroll taxes 2,544,102 2,292,542 Other accrued liabilities 1,318,362 1,098,859 ------------------- ---------------- Total current liabilities 15,047,546 12,094,167 Long-term debt, net of current portion 2,463,034 4,886,435 ------------------- ---------------- Total Liabilities 17,510,580 16,980,602 ------------------- ---------------- Commitments and contingencies (Note 13) Stockholders' Equity 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 - 50,000,000 and 10,000,000 Issued and outstanding- 9,650,515 and 9,650,515 shares 482,526 482,526 Paid-in capital 21,723,628 21,723,628 Accumulated deficit (21,935,152) (15,832,671) ------------------- ---------------- Total Stockholders' Equity 271,002 6,373,483 ------------------- ---------------- Total Liabilities and Stockholders' Equity $17,781,582 $ 23,354,085 =================== ================ The accompanying notes are an integral part of these consolidated financial statements. UCI Medical Affiliates, Inc. Consolidated Statements of Operations For the Years Ended September 30, ----------------------------------------------------------------- 2000 1999 1998 ------------------ ------------------- ------------------ Revenues $39,953,311 $40,470,462 $37,566,037 Operating costs 38,126,570 35,975,055 39,094,276 ------------------ ------------------- ------------------ Operating margin 1,826,741 4,495,407 (1,528,239) General and administrative expenses 86,025 94,431 113,172 Realignment and impairment charges 4,128,376 0 3,702,546 Depreciation and amortization 1,719,502 1,954,109 1,950,148 ------------------ ------------------- ------------------ Income (loss) from operations (4,107,162) 2,446,867 (7,294,105) Other income (expenses) Interest expense and other charges (1,995,319) (1,471,864) (1,463,792) Gain (loss) on disposal of equipment 0 (65,245) 1,936 ------------------ ------------------- ------------------ Other income (expense) (1,995,319) (1,537,109) (1,461,856) Income (loss) before income tax (expense) benefit (6,102,481) 909,758 (8,755,961) Income tax (expense) benefit 0 0 (1,752,182) ------------------ ------------------- ------------------ Net income (loss) $(6,102,481) $ 909,758 $(10,508,143) ================== =================== ================== Basic and diluted earnings (loss) per share $ (.63) $ .11 $ (1.61) ================== =================== ================== Basic weighted average common shares outstanding 9,650,515 8,536,720 6,545,016 ================== =================== ================== Diluted weighted average common shares outstanding 9,656,563 8,543,515 6,545,016 ================== =================== ================== The accompanying notes are an integral part of these consolidated financial statements. UCI Medical Affiliates, Inc. Consolidated Statements of Changes in Stockholders' Equity Common Stock Paid-In Accumulated ------------------------------- Shares Par Value Capital Deficit Total --------------- ------------- --------------- ------------------ ---------------- Balance, September 30, 1997 5,744,965 287,248 15,435,535 (6,234,286) 9,488,497 Net income (loss) (10,508,143) (10,508,143) -- -- -- Issuance of common stock 1,554,280 77,714 1,928,728 -- 2,006,442 --------------- ------------- --------------- ------------------ ---------------- Balance, September 30, 1998 7,299,245 364,962 17,364,263 (16,742,429) 986,796 Net income (loss) 909,758 909,758 -- -- -- Issuance of common stock 2,901,396 145,070 4,555,192 -- 4,700,262 Retirement of common stock (550,126) (27,504) (195,829) -- (223,333) --------------- ------------- --------------- ------------------ ---------------- Balance, September 30, 1999 9,650,515 482,526 21,723,628 (15,832,671) 6,373,483 Net income (loss) (6,102,481) (6,102,481) -- -- -- Issuance of common stock -- -- -- -- -- Retirement of common stock -- -- -- -- -- --------------- ------------- --------------- ------------------ ---------------- Balance, September 30, 2000 9,650,515 482,526 21,723,628 (21,935,152) 271,002 =============== ============= =============== ================== ================ The accompanying notes are an integral part of these consolidated financial statements. UCI Medical Affiliates, Inc. Consolidated Statements of Cash Flows For the Years Ended September 30, ----------------------------------------------------------- 2000 1999 1998 ------------------ ----------------- ---------------- Operating activities: Net income (loss) $(6,102,481) $909,758 $(10,508,143) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: (Gain) loss on disposal of equipment 0 65,245 (1,936) Provision for losses on accounts receivable 2,808,486 2,289,187 2,978,024 Depreciation and amortization 1,719,502 1,954,109 1,950,148 Deferred taxes 0 0 1,752,182 Non-cash realignment and impairment charges 3,567,376 0 3,702,546 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (1,367,488) (1,900,310) (4,337,212) (Increase) decrease in inventory (33,179) (99,977) (40,466) (Increase) decrease in prepaid expenses and other current assets (184,663) 126,942 (256,092) Increase (decrease) in accounts payable and accrued expenses 640,894 (699,626) 3,265,841 ------------------ ----------------- ---------------- Cash provided by (used in) operating activities 1,048,447 2,645,328 (1,495,108) ------------------ ----------------- ---------------- Investing activities: Purchases of property and equipment (857,609) (617,566) (334,121) Disposals of property and equipment 156,845 41,083 3,500 Acquisitions of goodwill 0 (73,763) (1,090,978) (Increase) decrease in other assets 0 202,177 22,701 ------------------ ----------------- ---------------- Cash used in investing activities (700,764) (448,069) (1,398,898) ------------------ ----------------- ---------------- Financing activities: Proceeds from issuance of common stock, net of redemptions 0 0 1,102,072 Net borrowings (payments) under line-of-credit agreement 773,001 (767,704) 539,899 Proceeds from increase in long-term debt 0 0 2,091,232 Increase (decrease) in book overdraft 381,000 (325,660) 1,122,243 Payments on long-term debt (1,264,916) (1,373,659) (1,859,030) ------------------ ----------------- ---------------- Cash provided by (used in) financing activities (110,915) (2,467,023) 2,996,416 ------------------ ----------------- ---------------- Increase (decrease) in cash and cash equivalents 236,768 (269,764) 102,410 Cash and cash equivalents at beginning of year 66,159 335,923 233,513 ------------------ ----------------- ------------------ ----------------- ---------------- Cash and cash equivalents at end of year $ 302,927 $ 66,159 $ 335,923 ================== ================= ================ The accompanying notes are an integral part of these consolidated financial statements. UCI MEDICAL AFFILIATES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of UCI Medical Affiliates, Inc. ("UCI"), UCI Medical Affiliates of South Carolina, Inc. ("UCI-SC"), UCI Medical Affiliates of Georgia, Inc. ("UCI-GA"), Doctor's Care, P.A., Doctor's Care of Georgia, P.C., and Doctor's Care of Tennessee, P.C. (the three together as the "P.A." and together with UCI, UCI-SC and UCI-GA, the "Company"). Because of the corporate practice of medicine laws in the states in which the Company operates, the Company does not own medical practices but instead enters into exclusive long-term management services agreements with the P.A. which operate the medical practices. Consolidation of the financial statements is required under Emerging Issues Task Force (EITF) 97-2 as a consequence of the nominee shareholder arrangement that exists with respect to each of the P.A.'s. In each case, the nominee (and sole) shareholder of the P.A. has entered into an agreement with UCI-SC or UCI-GA, as applicable, which satisfies the requirements set forth in footnote 1 of EITF 97-2. Under the agreement, UCI-SC or UCI-GA, as applicable, in its sole discretion, can effect a change in the nominee shareholder at any time for a payment of $100 from the new nominee shareholder to the old nominee shareholder, with no limits placed on the identity of any new nominee shareholder and no adverse impact resulting to any of UCI-SC, UCI-GA or the P.A. resulting from such change. In addition to the nominee shareholder arrangements described above, each of UCI-SC and UCI-GA have entered into Administrative Service Agreements with the P.A.'s. As a consequence of the nominee shareholder arrangements and the Administrative Service Agreements, the Company has a long-term financial interest in the affiliated practices of the P.A.'s through the Administrative Services Agreement, the Company has exclusive authority over decision making relating to all major on-going operations. The Company establishes annual operating and capital budgets for the PA and compensation guidelines for the licensed medical professionals. The Administrative Services Agreements have an initial term of forty years. According to EITF 97-2 the application of FASB Statement No. 94 (Consolidation of All Majority-Owned Subsidiaries), and APB No. 16 (Business Combinations), the Company must consolidate the results of the affiliated practices with those of the Company. All significant intercompany accounts and transactions are eliminated in consolidation, including management fees. The method of computing the management fees are based on billings of the affiliated practices less the amounts necessary to pay professional compensation and other professional expenses. In all cases, these fees are meant to compensate the Company for expenses incurred in providing covered services plus a profit. These interests are unilaterally salable and transferable by the Company and fluctuate based upon the actual performance of the operations of the professional corporation. 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. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions. Significant estimates are discussed in these footnotes, as applicable. The Company operates as one segment. Medical Supplies and Drug Inventory The inventory of medical supplies and drugs is carried at the lower of average cost (first in, first out) or market. Property and Equipment Property and equipment is recorded at cost. Depreciation is provided principally by the straight-line method over the estimated useful lives of the assets, ranging from three to thirty 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 consolidated statements of operations. Intangible Assets During fiscal year 1998, the Company changed prospectively the estimated life recorded on all goodwill to a maximum life of 15 years. This reduced net income by approximately $252,000 for fiscal year 1998. Long-Lived Assets The Company periodically evaluates whether later events and circumstances have occurred that indicate that the remaining balance of long-lived assets including goodwill and property and equipment may not be recoverable or that the remaining useful life may warrant revision. The Company's evaluation is performed at the individual center level. When external factors indicate that a long-lived asset should be evaluated for possible impairment, the Company uses an estimate of the related center's undiscounted cash flows to determine if an impairment exists. If an impairment exists, it is measured based on the difference between the carrying amount and fair value of the sums of expected future discounted cash flows. Examples of external factors that are considered in evaluation of possible impairment include significant changes in the third party payor reimbursement rates and unusual turnover or licensure difficulties of clinical staff at a center. Revenue Recognition Revenue is recognized at estimated net amounts to be received from employers, third party payors, and others at the time the related services are rendered. Capitation payments from payors are paid monthly and are recognized as revenue during the period in which enrollees are entitled to receive services. The Company recognizes capitation revenue from HMOs that contract with the Company for the delivery of health care services on a monthly basis. This capitation revenue is at the contractually agreed-upon per-member, per-month rates. Capitation revenue was approximately $670,000, $1,400,000, and $2,700,000, for the fiscal years ended September 30, 2000, 1999 and 1998, respectively. The Company records contractual adjustments at the time bills are generated for services rendered. Third parties are billed at the discounted amounts. As such, estimates of outstanding contractual adjustments or any type of third party settlements of contractual adjustments are not necessary. Income (Loss) Per Share The computation of basic income (loss) per share is based on the weighted average number of common shares outstanding during the period. Diluted income per share is similar to basic income (loss) per share except that the weighted average common shares outstanding is increased to include the number of shares that would have been outstanding had the dilutive potential common shares been issued, such as common stock options and warrants. Income Taxes Deferred tax assets and liabilities are recorded based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which are anticipated to be in effect when these differences reverse. The deferred tax (benefit) provision is the result of the net change in the deferred tax assets to amounts expected to be realized. Valuation allowances are provided against deferred tax assets when the Company determines it is more likely than not that the deferred tax asset will not be realized. Cash and Cash Equivalents The Company considers all short-term deposits with a maturity of three months or less at acquisition date to be cash equivalents. Fair Value of Financial Instruments The estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2000 and 1999. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein. The fair values of the Company's financial instruments are estimated based on current market rates and instruments with the same risk and maturities. The fair values of cash and cash equivalents, accounts receivable, accounts payable, notes payable and payables to related parties approximate the carrying values of these financial instruments. Note 2. Going Concern Matters The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has a current year net loss of $6,102,000, working capital deficiency of $6,229,000 and an accumulated deficit of $21,935,000. Ultimately, the Company's viability as a going concern is dependent upon its ability to continue to generate positive cash flows from operations, maintain adequate working capital and obtain satisfactory long-term financing. However, there can be no assurances that the Company will be successful in refinancing or renewing outstanding debt instruments. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans include the following, although it is not possible to predict the ultimate outcome of the Company's efforts. The closure of the Atlanta centers, which were unprofitable, had an immediate positive offset on the Company in the fourth quarter of fiscal year 2000. This improvement is expected to continue into fiscal year 2001 and beyond. However, there can be no assurances that these improvements will continue. 3. Property and Equipment Property and equipment consists of the following at September 30: September 30, 2000 September 30, 1999 ------------------------------- -------------------------------- Useful Life Range Accum Accum (in years) Cost Depreciation Cost Depreciation 5-40 $ 412,750 $ 74,218 $412,750 $59,781 Building N/A 66,000 0 66,000 0 Land 5-39 1,281,450 881,784 1,128,841 694,406 Leasehold Improvements 1-5 1,472,377 931,639 1,447,516 731,348 Furniture & Fixtures 1-5 1,402,274 985,697 1,404,267 835,735 EDP -- Companion 1-5 998,511 627,049 898,973 485,500 EDP -- Other 5-10 3,630,184 1,962,494 3,527,323 1,671,350 Medical Equipment 1-5 1,062,553 544,490 797,332 418,688 Other Equipment 3-10 35,100 27,735 35,099 24,650 Autos --------------- --------------- --------------- ---------------- $10,361,199 $6,035,106 $9,718,101 $4,921,458 Totals =============== =============== =============== ================ At September 30, 2000 and 1999 capitalized leased equipment included above amounted to approximately $1,829,000 and $3,904,000, net of accumulated amortization of $873,000 and $1,961,000, respectively. Depreciation expense equaled $1,167,676, $1,209,262, and $1,092,579 for the years ended September 30, 2000, 1999 and 1998, respectively. 4. Business Combinations There were no acquisitions for fiscal years 2000 or 1999. The Company acquired substantially all the assets of MainStreet Healthcare Corporation ("MHC") effective for accounting purposes as of May 1, 1998 (the "Acquisition"). The closing of the Acquisition was completed on May 13, 1998. This Acquisition is part of the above unaudited pro forma presentation. As partial consideration for the Acquisition, the Company delivered to MHC at the closing of the Acquisition a Conditional Delivery Agreement (the "Conditional Delivery Agreement") by and between the Company and MHC which requires the Company to issue to MHC 2,901,396 shares of the common stock of the Company upon the approval to increase the number of authorized shares of the Company by the shareholders. The table below reflects unaudited pro forma combined results of the Company as if the acquisition had taken place at the beginning of fiscal year 1998: 1998 ------------------- Revenue $41,216,534 Net income (loss) $(12,177,005) Basic earnings (loss) per share $ (1.86) The Company treated the Acquisition as a purchase for accounting purposes per APB 16. Total consideration amounted to $5,255,347, consisting of 2,901,396 shares of common stock of the Company valued at $1.62 per share, a cash payment of $450,010, note payable of $800,000 bearing interest per annum at 10.5%, due October 1, 1998 and acquisition related expense of approximately $894,000. The excess purchase price over the fair value of assets of $5,492,404 is amortized using the straight-line method over 15 years. The Company has reflected the obligation to issue the common shares under the Conditional Delivery Agreement as a long term liability described as common stock to be issued. The stock was issued upon shareholder approval in February 1999. The Company also purchased the assets of other physician practices during the year ended September 30, 1998. The total purchase price of the acquisitions was $1,118,760 including acquisition related costs. The purchase price consisted of cash of $17,468, notes payable to the physicians of $159,536 and the issuance of common stock of $829,370. The excess purchase price over the fair value of assets acquired of the practices is amortized over a 15-year period. 5. Income Taxes The components of the (benefit) provision for income taxes for the years ended September 30 are as follows: 2000 1999 ------------- --------------- Deferred: $ 0 $ 0 Federal 0 0 State ------------- --------------- $ 0 $ 0 Total income tax expense (benefit) ============= =============== Deferred taxes result from temporary differences in the recognition of certain items of income and expense, and the changes in the valuation allowance attributable to deferred tax assets. At September 30, 2000, 1999, and 1998 the Company's deferred tax assets (liabilities) and the related valuation allowances are as follows: 2000 1999 1998 ------------------ ----------------- ---------------- $573,148 $ 548,533 $ 1,302,267 Accounts receivable 12,283 9,512 Other 52,604 7,402,625 5,860,524 Operating loss carryforwards 4,069,762 (429,151) (200,761) Fixed assets 923,200 Accounts payable 82,655 104,670 295,068 ------------------ ----------------- ---------------- $7,641,560 $6,322,478 $ 6,642,901 ================== ================= ================ $7,641,560 $6,322,478 Valuation allowance $ 6,642,901 ================== ================= ================ The principal reasons for the differences between the consolidated income tax (benefit) expense and the amount computed by applying the statutory federal income tax rate of 34% to pre-tax income were as follows for the years ended September 30: 2000 1999 1998 ------------------ ----------------- ---------------- $(1,964,344) $ 309,318 Tax at federal statutory rate $ (2,977,027) Effect on rate of: 730,838 (66,442) Amortization of goodwill 893,281 20,562 50,752 Non deductible expenses 33,502 815 815 Life insurance premiums 887 (106,953) 25,980 State income taxes & other (262,679) 0 0 Acquisitions of medical practices (1,233,382) 1,319,082 (320,423) Change in valuation allowance 5,297,600 ------------------ ----------------- ---------------- $ 0 $ 0 $ 1,752,182 ================== ================= ================ At September 30, 2000, the Company has net tax operating loss (NOL) carryforwards expiring in the following years ending September 30, 2001 $ 1,783,595 2002 1,802,220 2003 458,112 2005 470,006 2006 76,306 2010 1,944,371 2012 645,206 2018 2,908,607 2019 4,839,897 2020 4,167,839 ---------------- $19,096,159 ================ During the year ended September 30, 1996, the Company experienced an ownership change, which limits the amount of net operating losses the Company may use on an annual basis for income tax purposes for years with NOL's that expire prior to 2011. The Company may use $893,507 of net operating losses on an annual basis. In determining that it was more likely than not that the recorded deferred tax asset would not be realized, management of the Company considered the following: o Recent historical operations results. o The budgets and forecasts that management and the Board of Directors had adopted for the next fiscal year. o The ability to utilize NOL's prior to their expiration. o The potential limitation of NOL utilization in the event of a change in ownership. o The generation of future taxable income in excess of income reported on the consolidated financial statements. A valuation allowance of $7.6 million and $6.3 million at September 30, 2000 and 1999, respectively, remained necessary in the judgement of management because the factors noted above (i.e. forecasts) did not support the utilization of less than a full valuation allowance. 6. Long-Term Debt Long-term debt consists of the following at September 30: 2000 1999 ----------------- ----------------- Revolving line of credit with a financial institution in the maximum amount of $4,000,000 dated August 10, 2000, renewable annually, bearing interest at a rate of prime plus 2.5% (prime rate is 9.50% as of September 30, 2000), collateralized by accounts receivable from third party payors , fixed assets, and inventory, renewable annually. Availability is limited by accounts receivable type and age as defined in the agreement. At September 30, 2000, the Company had no additional borrowings available $3,451,039 $2,678,039 under the terms of the agreement. Convertible subordinated debenture (to the Company's common stock at $3.20 per share) in the amount of $1,500,000, dated October 6, 1997, interest only payable annually at the rate of 6.5%, maturing October 5, 2002. 1,500,000 1,500,000 Note payable in the amount of $1,600,000 with monthly installments of $8,889 plus interest at prime plus 6% (prime rate is 9.50 % as of September 30, 2000), through February 1, 2009 collateralized by accounts 915,222 1,021,889 receivable from patients and leasehold interests and the guarantee of the P.A. Note payable to MainStreet Healthcare Corporation in the amount of $800,000 dated July 31, 1998, payable in monthly installments of interest only at a rate of 10.5% maturing January 31, 2000. 422,859 593,579 Note payable to a financial institution in the amount of $408,000, dated April 17, 2000, payable in monthly installments of principal and interest at a rate of prime plus 1% (prime rate is 9.50% as of September 30, 2000) maturing on May 2, 2004, collateralized by common stock of the Company owned by the President as well as a life insurance policy on the president 369,306 450,000 of the Company. Note payable to Companion Property & Casualty Insurance Company (a shareholder) in the amount of $400,000, with monthly installments of $4,546 (including 11% interest) from April 1, 1995 to March 1, 2010, 319,102 337,446 collateralized by accounts receivable from patients. Note payable to a financial institution in the amount of $280,000, dated March 11, 1997, with monthly installments (including interest at a variable rate of prime plus 1%) (prime rate is 9.50% as of September 30, 2000) of $3,100 from April 1997 to February 2002, with a final payment of all remaining principal and accrued interest due in March 2002, 236,760 249,520 collateralized by a mortgage on one of the Company's medical facilities with a net book value of approximately $405,000. Note payable to a financial institution in the amount of $293,991, payable in monthly installments of principal and interest at a rate of prime plus .5%, maturing on January 1, 2005, personally guaranteed by three former 199,467 227,113 physician employees of the P.A. Note payable in the amount of $43,500 dated September 1, 1997, with monthly installments (including 8% interest) of $1,500, payable from 0 17,302 January 1998 to September 2000. 2000 1999 ----------------- ----------------- Notes payable in monthly installments over three to four years at interest 522 4,091 rates ranging from 3.9% to 10.5%, collateralized by related vehicles. Note payable to a former physician employee of the P.A. in the amount of $90,536 with monthly installments (including 6.5% interest) of $2,468 from December 1997 to April 2001. 0 42,225 Note payable to a former physician employee of the P.A. in the amount of $69,000 with monthly installments of $1,500 plus interest at 6.5% from December 1997 to September 2001. 0 34,500 ----------------- ----------------- 7,414,277 7,155,704 Subtotal 1,538,037 2,288,528 Capitalized lease obligations ----------------- ----------------- 8,952,314 9,444,232 (6,489,280) (4,557,797) Less, current portion ----------------- ----------------- $2,463,034 $4,886,435 ================= ================= The convertible debenture, the MainStreet note, and the $199,467 note payable to a financial institution have been classified as current due to payment term violations at September 30, 2000. Aggregate maturities of notes payable and capital leases are as follows: Notes Payable Capital Leases Year ending September 30: Total ---------------- ---------------- ---------------- $5,840,198 $ 649,082 $6,489,280 2001 168,784 444,040 612,824 2002 171,429 375,991 547,420 2003 272,674 66,122 338,796 2004 439,498 2,802 442,300 2005 521,694 0 521,694 Thereafter ---------------- ---------------- ---------------- $7,414,277 $1,538,037 $8,952,314 ================ ================ ================ 7. Employee Benefit Plans The Company has an employee savings plan ( the "Savings Plan") that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Savings Plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. Effective January 1, 1997, the Company increased its matching contribution from 50% to 75% of each employee's contribution up to a maximum of 3.75% of the employee's earnings. The Company's matching contributions were $221,966, $159,201, and $182,681 in fiscal years 2000, 1999, and 1998, respectively. During June 1997, the Company's Board of Directors approved the UCI/Doctor's Care Deferred Compensation Plan (the "Plan") for key employees of the Company with an effective date of June 1998. To be eligible for the Plan, key employees must have completed three years of full-time employment and hold a management or physician position that is required to obtain specific operational goals that benefit the corporation as a whole. Under the Plan, key employees may defer a portion of their after tax earnings with the Company matching two times the employee's contribution percentage. The Company's matching contribution was $65,112, $49,640 and $34,189 in fiscal years 2000, 1999 and 1998, respectively. Pursuant to the Company's incentive stock option plan adopted in 1994, (the "1994 Plan"), "incentive stock options", within the meaning of Section 422 of the Internal Revenue Code, may be granted to employees of the Company. The 1994 Plan provides for the granting of options for the purchase of 750,000 shares at 100% of the fair market value of the stock at the date of grant (or for 10% or higher shareholders, at 110% of the fair market value of the stock at the date of grant). Options granted under the 1994 Plan vest at a rate of 33% in each of the three years following the grant. Vested options become exercisable one year after the date of grant and can be exercised within ten years of the date of grant, subject to earlier termination upon cessation of employment. During the fiscal year ended September 30, 1996, the Company adopted a Non-Employee Director Stock Option Plan (the "1996 Non-Employee Plan"). The 1996 Non-Employee Plan provides for the granting of options to two non-employee directors for the purchase of 10,000 shares of the Company's common stock at the fair market value as of the date of grant. Under this plan, 5,000 options were issued to Harold H. Adams, Jr. and 5,000 options were issued to Russell J. Froneberger. These options are exercisable during the period commencing on March 20, 1999 and ending on March 20, 2006. During the fiscal year ended September 30, 1997, the Company adopted a Non-Employee Director Stock Option Plan (the "1997 Non-Employee Plan"). The 1997 Non-Employee Plan provides for the granting of options to four non-employee directors for the purchase of 20,000 shares of the Company's common stock at the fair market value of the date of grant. Under this plan, 5,000 options were issued and are outstanding as of September 30, 1998 to Thomas G. Faulds, Ashby Jordan, M.D., and Charles M. Potok. These options are exercisable during the period commencing on March 28, 2000 and ending on March 28, 2007. Please refer to Note 8, "Stockholders' Equity" for activity information regarding these four stock option plans. 8. Stockholders' Equity In February 1999, the shareholders approved an increase in the number of authorized shares to 50,000,000. The following table summarizes activity and weighted average fair value of options granted for the three previous fiscal years for the Company's four stock option plans. (Please refer also to Note 7, "Employee Benefit Plans.") 1996 1996 Non- 1997 1997 Non- 1984 1984 1994 1994 Non-Employee Employee Non-Employee Employee Stock Options Plan Plan Plan Plan Plan Plan Plan Plan - ----------------------------- ------- ----------- -------- ----------- ----------- ----------- ---------- Outstanding at 09/30/98 737,000 12,300 10,000 15,000 ---------- ----------- ----------- ----------- Exercisable at 09/30/98 12,300 0 0 0 Forfeited FY 98/99 (700) (154,175) 0 0 ---------- ----------- ----------- ----------- Outstanding at 09/30/99 11,600 582,825 10,000 15,000 ---------- ----------- ----------- ----------- Exercisable at 09/30/99 11,600 0 0 0 Forfeited FY 99/00 (500) (17,500) 0 0 ---------- ----------- ----------- ----------- Outstanding at 09/30/00 11,100 565,325 10,000 15,000 ---------- ----------- ----------- ----------- Exercisable at 09/30/00 11,100 0 0 0 The Company has not granted options under any plans during fiscal years 2000, 1999 and 1998 and there have been no shares exercised during 2000, 1999, or 1998. The following table summarizes the weighted average exercise price of stock options exercisable at the end of each of the three previous fiscal years: 1996 1997 Weighted Average Non-Employee Plan Non-Employee Exercise Price 1984 Plan 1994 Plan Plan - ------------------------------------- ------------- ------------- ------------------ ------------------ Outstanding at 09/30/98 0.25 2.6209 3.50 2.50 ------------- ------------- ------------------ ------------------ Exercisable at 09/30/98 0.25 0 0 0 ------------- ------------- ------------------ ------------------ Granted FY 98/99 0 0 0 0 Exercised FY 98/99 0 0 0 0 Forfeited FY 98/99 .25 2.4143 0 0 ------------- ------------- ------------------ ------------------ Outstanding at 09/30/99 0.25 2.6475 3.50 0 ------------- ------------- ------------------ ------------------ Exercisable at 09/30/99 0.25 0 0 0 ------------- ------------- ------------------ ------------------ Granted FY 99/00 0 0 0 0 Exercised FY 99/00 0 0 0 0 Forfeited FY 99/00 .25 3.04 0 0 ------------- ------------- ------------------ ------------------ Outstanding at 09/30/00 .25 2.63 3.50 2.50 ------------- ------------- ------------------ ------------------ Exercisable at 09/30/00 .25 0 0 0 ------------- ------------- ------------------ ------------------ The following table summarizes options outstanding and exercisable by price range as of September 30, 2000: Options Outstanding Options Exercisable Weighted- Average Weighted Weighted Remaining Average Average Contractual Exercise Exercise Range of Price Outstanding Life Price Exercisable Price - -------------------- --------------- --------------- ------------ -------------- ------------ 11,100 2.25 years $.25 11,100 $.25 $0.00 to $ .99 154,650 6.67 years 1.94 0 N/A $1.00 to $1.99 288,675 3.72 years 2.56 0 N/A $2.00 to $2.99 104,000 3.65 years 3.35 0 N/A $3.00 to $3.99 43,000 1.68 years 4.28 0 N/A $4.00 to $4.99 ------------ --------------- -------------- 601,425 11,100 =============== ============== The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation." Accordingly, no compensation cost has been recognized for the stock option plans. Had compensation costs for the Company's stock option plans been determined based on the fair value at the grant date for awards in fiscal 2000, 1999 and 1998 consistent with the provisions of SFAS No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. Fiscal Year Ended September 30 -------------------------------------------------------- 2000 1999 1998 ------------- ------------------ ----------------- $(6,102,481) $909,758 $(10,508,143) Net income (loss) - as reported (6,147,481) 774,143 (10,687,809) Net income (loss) - pro forma Basic and diluted earnings (loss) per (.63) .11 share - as reported (1.61) Basic and diluted earnings (loss) per (.64) .09 share - pro forma (1.63) 9,650,515 8,536,720 6,545,016 Basic weighted average number of shares Diluted weighted average number of shares 9,656,563 8,543,515 6,545,016 The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Zero Expected Dividend Yield 35.77% Expected Stock Price Volatility 5.45% to 6.75% Risk-free Interest Rate 1 -- 6 years Expected Life of Options During the year ended September 30, 1997, warrants for the purchase of shares of the Company's common stock were issued, ranging in exercise price from $1.9375 to $5.00. Fifty-five thousand (55,000) warrants were issued in connection with services to be rendered by an investor relations advisor to the Company. Two hundred fifty thousand (250,000) warrants were issued during the year ended September 30, 1997 and cancelled during the year ended September 30, 1998, in connection with consulting and financial analysis services to be rendered (i.e., financial analyst report, etc.). During the years ended September 30, 1998 and September 30, 1999, the Company granted to the convertible debenture holder warrants to purchase up to thirty-five thousand (35,000) and ten thousand (10,000) warrant shares, respectively, as part of a $1,500,000 convertible subordinated debenture. The Stock Purchase Warrant allows for 65,000 shares in total. In addition, during the year ended September 30, 1999, the Company granted to Allen & Company Incorporated, financial advisors, warrants to purchase 150,000 shares of common stock. No warrants were issued in fiscal year ended September 30, 2000. The following is a schedule of warrants issued and outstanding during the years ended September 30, 2000, 1999 and 1998: Number of Exercise Date Expiration Warrants Price Exercisable Date -------------- --------------- --------------- -------------- Outstanding at 09/30/97 305,000 Activity during FY 97/98: Issued at $2.5625 25,000 $2.5625 10/06/97 10/05/01 Issued at $2.5625 10,000 2.5625 04/06/98 10/05/01 Cancelled at $3.125 (125,000) 3.1250 Cancelled at $5.00 (125,000) 5.0000 Exercised 0 Expired 0 -------------- Outstanding at 09/30/98 90,000 Activity during FY 98/99: Issued at 0.7188 10,000 0.7188 10/06/98 10/05/01 Issued at 1.00 150,000 1.00 03/03/99 03/03/04 Exercised 0 Expired (12,500) 5.00 10/09/96 09/16/99 Expired (12,500) 3.125 10/09/96 09/16/99 -------------- Outstanding at 09/30/99 225,000 Activity during FY 99/00: Exercised 0 Expired 0 -------------- Outstanding at 09/30/00 225,000 ============== Of the 225,000 outstanding at September 30, 2000, 150,000 warrants at $1.00 per share expire on March 3,2004, 45,000 warrants at a range of $2.56 to $0.72 per share expire on October 5, 2001, and 30,000 warrants at $1.94 per share expire on June 18, 2002. 9. Lease Commitments UCI-SC leases office and medical center space under various operating lease agreements. Certain operating leases provide for escalation payments, exclusive of renewal options. Future minimum lease payments under noncancellable operating leases with a remaining term in excess of one year as of September 30, 2000, are as follows: Operating Leases ---------------------- Year ending September 30: 2001 2,871,963 2002 2,604,802 2003 2,361,046 2004 2,305,840 2005 2,280,212 Thereafter 19,187,808 ---------------------- Total minimum lease payments $31,611,671 ====================== Total rental expense under operating leases for fiscal 2000, 1999, and 1998 was approximately $2,708,000, $2,510,000, and $2,499,000, respectively. 10. Related Party Transactions Relationship between UCI-SC and UCI-GA and the P.A.s Pursuant to agreements between UCI-SC, UCI-GA and the P.A.'s, UCI-SC and UCI-GA provide non-medical management services and personnel, facilities, equipment and other assets to the Centers. UCI-SC and UCI-GA guarantee the compensation of the physicians employed by the P.A.'s. The agreements also allow UCI-SC and UCI-GA to negotiate contracts with HMOs and other organizations for the provision of medical services by the P.A.'s physicians. Under the terms of the agreement, the P.A.'s assign all revenue generated from providing medical services to UCI-SC or UCI-GA after paying physician salaries and the cost of narcotic drugs held by the P.A.'s. The South Carolina P.A. is owned by M.F. McFarland, III, M.D. Dr. McFarland is also President, Chief Executive Officer and Chairman of UCI, UCI-SC and UCI-GA. The Georgia and Tennessee P.A.'s are owned by D. Michael Stout, M.D., who is also the Executive Vice President of Medical Affairs for UCI, UCI-SC and UCI-GA. Relationship between the Company and Blue Cross Blue Shield of South Carolina Blue Cross Blue Shield of South Carolina (BCBS) owns 100% of Companion HealthCare Corporation ("CHC"), Companion Property & Casualty Insurance Company ("CP&C") and Companion Technologies, Inc. ("CT"). At September 30, 2000, CHC owned 2,006,442 shares of the Company's outstanding common stock and CP&C owned 618,181 shares of the Company's outstanding common stock, which combine to approximately 27% of the Company's outstanding common stock. Facility Leases During fiscal year 2000, UCI-SC leased four medical center facilities from CHC and one from CP&C. At September 30, 2000, UCI-SC leases one medical center facility from CHC under an operating lease with a fifteen-year term expiring in 2008. This lease has a five year renewal option, and a rent guarantee by the South Carolina P.A. Total lease payments made by UCI-SC under these leases during the Company's fiscal years ended September 30, 2000, 1999, and 1998 were $64,968, $257,025, and $326,093, respectively. Several of the medical center facilities operated by UCI-SC are leased or were leased from entities owned or controlled by certain principal shareholders, Board members, and/or members of the Company's management. Total lease payments made by UCI-SC under these leases during the fiscal years ended September 30, 2000, 1999 and 1998 were $153,600, $103,200, and $62,400, respectively. Ten of the medical center facilities operated by UCI-SC are or were leased from physician employees of the P.A.'s. Total lease payments made by UCI-SC under these leases during the Company's fiscal years ended September 30, 2000, 1999, and 1998 were $49,250, $205,981, and $444,153, respectively. Other Transactions with Related Parties At September 30, 2000, BCBS and its subsidiaries control 2,624,623 shares, or approximately 27% of the Company's outstanding common stock. The shares acquired by CHC and CP&C from the Company were purchased pursuant to stock purchase agreements and were not registered. CHC and CP&C have the right to require registration of the stock under certain circumstances as described in the agreement. BCBS and its subsidiaries have the option to purchase as many shares as may be necessary for BCBS to maintain ownership of 47% of the outstanding common stock of the Company in the event that the Company issues additional stock to other parties (excluding shares issued to employees or directors of the Company). The Company enters into capital lease obligations with CT to purchase computer equipment, software, and billing and accounts receivable upgrades. The total of all lease obligations to CT recorded at September 30, 2000 is $220,653. During the Company's fiscal year ended September 30, 1994, UCI-SC entered into an agreement with CP&C pursuant to which UCI-SC, through the P.A., acts as the primary care provider for injured workers of firms carrying worker's compensation insurance through CP&C. UCI-SC, through the P.A., provides services to members of a health maintenance organization ("HMO") operated by CHC who have selected the P.A. as their primary care provider. The employees of the Company are offered health, life, and dental insurance coverage at group rates from BCBS and its subsidiaries. Effective March 1999, the Company is self-insured through BCBS and has contracted BCBS to perform all administrative services. During fiscal years 2000 and 1999, the Company paid $266,488 and $102,687 to BCBS in administrative fees, respectively. In fiscal years 1999 and 1998, the Company paid $508,000 and $939,000, respectively, in premiums. During fiscal year 2000, 1999, and 1998, the Company paid BCBS and its subsidiaries $170,517, $208,000, and $70,000, respectively, in interest. Revenues generated from billings to BCBS and its subsidiaries totaled approximately 26%, 18% and 18% of the Company's total revenues for fiscal years 2000, 1999, and 1998. 11. Income (Loss) Per Share The calculation of basic income (loss) per share is based on the weighted average number of shares outstanding (9,650,515 in fiscal 2000, 8,536,720 in fiscal 1999, and 6,545,016 in fiscal 1998). Fully diluted weighted average common shares outstanding during fiscal year 2000 were 9,656,563. Warrants and options to purchase 826,425 shares, 903,050 shares, and 852,000 shares of common stock were excluded from the calculation at September 30, 2000, September 30, 1999 and September 30, 1998, respectively, because of their antidilutive effect. 12. Concentration of Credit Risk In the normal course of providing health care services, the Company may extend credit to patients without requiring collateral. Each individual's ability to pay balances due the Company is assessed and reserves are established to provide for management's estimate of uncollectible balances. Approximately 7% of the Company's year end accounts receivable balance is due from Blue Cross Blue Shield of South Carolina. No other single payor represents more than 5% of the year end balance. Future revenues of the Company are largely dependent on third-party payors and private insurance companies, especially in instances where the Company accepts assignment. 13. Commitments and Contingencies In the ordinary course of conducting its business, the Company becomes involved in litigation, claims, and administrative proceedings. Certain litigation, claims, and proceedings were pending at September 30, 2000, and management intends to vigorously defend the Company in such matters. While the ultimate results cannot be predicted with certainty, management does not expect these matters to have a material adverse effect on the financial position or results of operations of the Company. The health care industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government health care program participation requirements, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Recently, government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by health care providers. Violations of these laws and regulations could result in expulsion from government health care programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse as well as other applicable government laws and regulations; however, the possibility for future governmental review and interpretation exists. 14. Supplemental Cash Flow Information Supplemental Disclosure of Cash Flow Information The Company made interest payments of $1,682,329, $1,374,364, and $1,463,991, in the years ended September 30, 2000, 1999, and 1998, respectively. The Company made no income tax payments in the years ended September 30, 2000, 1999, and 1998, respectively. Supplemental Non-Cash Financing Activities Capital lease obligations of 0, $255,862, and $1,138,231 were incurred in fiscal 2000, 1999, and 1998. In October 1997, the Company acquired certain assets of a three facility physical therapy practice in Columbia, South Carolina for $856,756 by assuming certain liabilities and issuing 276,976 shares of the common stock of the Company. In November 1997, the Company acquired certain assets of a medical practice in New Ellenton, South Carolina for $262,004 by paying $17,468 at closing, financing $159,536 with the seller, and issuing 30,223 shares of the common stock of the Company. In May 1998, the Company acquired certain assets of a seven facility medical practice (five in Georgia and two in Tennessee) for $5,255,437 by assuming certain liabilities, paying $450,010 at closing, financing $800,000 with the seller, and committing to issue 2,901,396 shares of the common stock of the Company. In February 1999, the shares were issued to the seller with the Board's approval, in satisfaction of the liability for $4,700,262. The Company sold the three centers of the Springwood Lake Family Practice back to the physicians in November 1998 in exchange for the return of 550,126 shares of the Company's stock valued at $223,333 and the forgiveness of loans totaling $658,554. A loss of $1,668,000 was recorded in fiscal year 1998. The centers were purchased from the physicians in September 1997. The three centers were operated by the Company as Springwood Lake Family Practice, Woodhill Family Practice and Midtown Family Practice. 15. Realignment and Impairment Charges Effective June 30, 2000, the Company closed its Atlanta physician practices. The performance of these centers, which were originally acquired in May 1998, did not meet the expectations of the Company and the Company was no longer committed to the Georgia market. As a result of the decision to close these centers coupled with the fact that the remaining projected undiscounted cash flows were less than the carrying value of the long-lived assets and goodwill for these centers, the Company recorded an impairment in the quarter ended March 31, 2000 of $3,567,376 to reduce the goodwill to its fair value. Additionally, the Company has incurred and expects to incur additional costs associated with the decision to close the Atlanta centers. These costs relate primarily to exiting certain lease obligations and paying severance benefits to certain employees at the closed locations. Severance costs of $185,000 and lease obligations, net of estimated sub-lease income, of $376,000 are included in the line item Realignment and Impairment Charges. At September 30, 2000, $242,000 remains accrued and unpaid relating to these lease obligations. All severance has been paid as of September 30, 2000. In the fourth quarter of fiscal year 1998, the Company recorded a charge of $4,307,020 for the impairment of goodwill and the accrual of certain estimated operating lease obligations. The impairment charge of $3,702,546 is related to a write-off of $672,322 of goodwill impairment associated with Center closures, $1,808,504 of goodwill impairment of Centers sold or which the Company had agreed to sell as of September 30, 1998, $969,720 related to goodwill impairment on two operating Centers and $252,000 related to changing the estimated life on all goodwill acquired prior to September 30, 1994 from 30 years to 15 years. The impairment includes a charge of $1,668,000 related to the sale of the Family Medical Division, consisting of the Springwood Lake Family Practice, Midtown Family Practice and the Woodhill Family Practice. The Company agreed to sell the facilities back to the physicians in September, 1998. The Centers were purchased from the physicians in September 1997. The closing of the sale occurred effective November 1, 1998. The impairment charge was based upon the estimated fair market value of consideration to be received from the sale less directly related costs of sale. In addition, the Company accrued $599,975 of estimated operating lease obligations related to closed Centers (this amount is included in the operating cost line item in fiscal year 1998). The leasing obligation will be paid over a remaining term ranging from one to fourteen years. During fiscal year 1999, the Company changed its estimated lease obligation by $329,094 when three landlords released the Company from its obligation and during fiscal year 2000, the Company changed its estimate by $29,500 relating to the one remaining lease obligation. Estimated lease and severance obligations at September 30, 1997 $ 0 Accrued lease obligations during fiscal year 1998 599,975 -------------- Balance at September 30, 1998 599,975 Lease payments (108,381) Change in estimated lease obligations (329,094) -------------- Balance at September 30, 1999 162,500 Lease payments on 1998 estimate (48,000) Change in estimated lease obligations from fiscal year 1998 29,500 Accrued lease obligations during fiscal year 2000 376,000 Accrued severance obligations during fiscal year 2000 185,000 Severance payments (185,000) Lease payments on 2000 estimate (134,000) -------------- Balance at September 30, 2000 $ 386,000 ============== At the time management decides to close a center, management records an accrual for the remaining estimated net lease obligations that will be incurred by the Company. The accrual represents management's best estimate of the likely events that could occur, which include estimates for lease termination, fees, or estimated sub rental income. The estimate is based upon an assessment of the market conditions at the specific center, the estimated sub rental revenues, and the past experience of the Company. The Company reviews the net lease obligations quarterly and revises estimates as additional facts and circumstances require adjustment. The Company has accrued at September 30, 2000 an estimate of $386,000 for net lease obligations, as discussed above. A schedule of total obligations without consideration of management's estimates for early terminations and sublease rentals not subject to long-term commitments is as follows at September 30, 2000: Lease Obligations -------------- 2001 $156,000 2002 156,000 2003 119,000 2004 106,000 2005 106,000 2006 and beyond 260,000 SIGNATURES Pursuant to the requirements of Section 13 or 15 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Signature Title Date /S/ M.F. MCFARLAND, III, M.D. President, Chief Executive Officer January 29, 2001 M.F. McFarland, III, M.D. and Chairman of the Board Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /S/ M.F. MCFARLAND, III, M.D. President, Chief Executive Officer January 29, 2001 M.F. McFarland, III, M.D. and Chairman of the Board /S/ JERRY F. WELLS, JR. Executive Vice President of Finance January 29, 2001 Jerry F. Wells, Jr. and Chief Financial Officer /S/ A. WAYNE JOHNSON Director January 29, 2001 A. Wayne Johnson /S/ HAROLD H. ADAMS, JR. Director January 29, 2001 Harold H. Adams, Jr. /S/ CHARLES M. POTOK Director January 29, 2001 Charles M. Potok /S/ THOMAS G. FAULDS Director January 29, 2001 Thomas G. Faulds /S/ ASHBY JORDAN, M.D. Director January 29, 2001 Ashby Jordan, M.D. /S/ JOHN M. LITTLE, Jr., M.D. Director January 29, 2001 John M. Little, Jr., M.D. UCI MEDICAL AFFILIATES, INC. EXHIBIT INDEX PAGE NUMBER OR INCORPORATION BY EXHIBIT NUMBER REFERENCE TO DESCRIPTION - ----------------- ------------------------------------------------------- ------------------------------------ 3.1 Amended and Restated Certificate of Incorporation of Exhibit 3.1 on the Form 10-K/ASB UCI Medical Affiliates, Inc. ("UCI") filed for fiscal year 1995 3.2 Amended and Restated Bylaws of UCI Exhibit 3.2 on the Form 10-K/ASB filed for fiscal year 1995 3.3 Amendment to Amended and Restated Bylaws of UCI Exhibit 3.3 on the Form 10-K/ASB filed for fiscal year 1996 Exhibit 4.1 on the Form 10-K/ASB 4.1 Convertible Subordinated Debenture of UCI dated filed for fiscal year 1997 October 6, 1997 payable to FPA Medical Management, Inc. ("AFPAMM") 4.2 Stock Purchase Warrant Agreement dated October 6, Exhibit 4.2 on the Form 10-K/ASB 1996 between UCI and FPAMM filed for fiscal year 1997 10.1 Facilities Agreement dated May 8, 1984 by and between Exhibit 10.1 on the Form 10-K/ASB UCI Medical Affiliates of South Carolina, Inc. filed for fiscal year 1996 ("AUCI-SC") and Doctor's Care, P.A., as amended September 24, 1984 and January 13, 1995 10.2 Amendment No. 3 dated September 17, 1996 to the Exhibit 10.2 on the Form 10-K/ASB Facilities Agreement listed as Exhibit 10.1 to this filed for fiscal year 1997 report 10.3 Employment Agreement dated October 1, 1995 between Exhibit 10.4 on the Form 10-K/ASB UCI-SC and M.F. McFarland, III, M.D. filed for fiscal year 1995 10.4 Employment Agreement dated October 1, 1995 between Exhibit 10.5 on the Form 10-K/ASB Doctor's Care, P.A. and M.F. McFarland, III, M.D. filed for fiscal year 1995 10.5 Employment Agreement dated November 1, 1995 between Exhibit 10.6 on the Form 10-K/ASB UCI-SC and D. Michael Stout, M.D. filed for fiscal year 1995 10.6 Employment Agreement November 1, 1995 between Exhibit 10.7 on the Form 10-K/ASB Doctor's Care, P.A. and D. Michael Stout, M.D. filed for fiscal year 1995 PAGE NUMBER OR INCORPORATION BY EXHIBIT NUMBER REFERENCE TO DESCRIPTION - ----------------- ------------------------------------------------------- ------------------------------------ 10.7 Lease and License Agreement dated March 30, 1994 Exhibit 10.8 on the Form 10-K/ASB between Doctor's Care, P.A. and Blue Cross Blue filed for fiscal year 1995 Shield of South Carolina Exhibit 10.8 on the Form 10-K/ASB 10.8 Note Payable dated February 28, 1995 between UCI-SC, filed for fiscal year 1997 as payor, and Companion Property and Casualty Insurance Company, as payee Exhibit 10.9 on the Form 10-K/ASB 10.9 Revolving Line of Credit dated November 11, 1996 filed for fiscal year 1997 between Carolina First Bank and UCI Exhibit 10.10 on the Form 10-K/ASB 10.10 Stock Option Agreement dated March 20, 1996 between filed for fiscal year 1997 UCI and Harold H. Adams, Jr. Exhibit 10.11 on the Form 10-K/ASB 10.11 Stock Option Agreement dated March 20, 1996 between filed for fiscal year 1997 UCI and Russell J. Froneberger Exhibit 10.12 on the Form 10-K/ASB 10.12 Stock Option Agreement dated March 27, 1997 between filed for fiscal year 1997 UCI and Charles P. Cannon Exhibit 10.13 on the Form 10-K/ASB 10.13 Stock Option Agreement dated March 27, 1997 between filed for fiscal year 1997 UCI and Thomas G. Faulds Exhibit 10.14 on the Form 10-K/ASB 10.14 Stock Option Agreement dated March 27, 1997 between filed for fiscal year 1997 UCI and Ashby Jordan, M.D. Exhibit 10.15 on the Form 10-K/ASB 10.15 Stock Option Agreement dated March 27, 1997 between filed for fiscal year 1997 UCI and Charles M. Potok 10.16 UCI Medical Affiliates, Inc. 1994 Incentive Stock Exhibit 10.9 on the Form 10-K/ASB Option Plan filed for fiscal year 1995 10.17 Consulting Agreement dated December 10, 1996 between Exhibit 10.17 on the Form 10-K/ASB UCI and Global Consulting, Inc. filed for fiscal year 1997 10.18 Amendment dated August 10, 1998 to Employment Exhibit 10.18 on the Form 10-K/ASB Agreement dated October 6, 1995 between Doctor's filed for fiscal year 1998 Care, P.A. and M.F. McFarland, III, M.D. 10.19 Administrative Services Agreement dated April 24, Exhibit 10.19 on the Form 10-QSB 1998 by and between Doctor's Care of Georgia, P.C. filed for the quarter ended March and UCI Medical Affiliates of Georgia, Inc. 31, 1998 10.20 Administrative Services Agreement dated April 24, Exhibit 10.20 on the Form 10-QSB 1998 by and between Doctor's Care of Tennessee, P.C. filed for the quarter ended March and UCI Medical Affiliates of Tennessee, Inc. 31, 1998 PAGE NUMBER OR INCORPORATION BY EXHIBIT NUMBER REFERENCE TO DESCRIPTION - ----------------- ------------------------------------------------------- ------------------------------------ 10.21 Administrative Services Agreement dated August 11, Exhibit 10.21 on the Form 10-K/ASB 1998 between UCI Medical Affiliates of South filed for fiscal year 1997 Carolina, Inc. and Doctor's Care, P.A. 10.22 Stock Purchase Option and Restriction Agreement dated Exhibit 10.22 on the Form 10-K/ASB August 11, 1998 by and among M.F. McFarland, III, filed for fiscal year 1998 M.D.; UCI Medical Affiliates of South Carolina, Inc.; and Doctor's Care, P.A. 10.23 Stock Purchase Option and Restriction Agreement dated Exhibit 10.23 on the Form 10-K/ASB September 1, 1998 by and among D. Michael Stout, filed for fiscal year 1998 M.D.; UCI Medical Affiliates of Georgia, Inc.; and Doctor's Care of Georgia, P.C. 10.24 Stock Purchase Option and Restriction Agreement dated Exhibit 10.24 on the Form 10-K/ASB July 15, 1998 by and among D. Michael Stout, M.D.; filed for fiscal year 1998 UCI Medical Affiliates of Georgia, Inc.; and Doctor's Care of Tennessee, P.C. 10.25 Acquisition Agreement and Plan of Reorganization Exhibit 2 on the Form 8-K filed dated February 9, 1998, by and among UCI Medical February 17, 1998 Affiliates of Georgia, Inc., UCI Medical Affiliates, Inc., MainStreet Healthcare Corporation; MainStreet Healthcare Medical Group, P.C.; MainStreet Healthcare Medical Group, P.C.; Prompt Care Medical Center, Inc.; Michael J. Dare; A. Wayne Johnson; Penman Private Equity and Mezzanine Fund, L.P.; and Robert G. Riddett, Jr. 10.26 First Amendment to Acquisition Agreement and Plan of Exhibit 2.1 on Form 8-K/A filed Reorganization (included as Exhibit 10.25 hereof) April 20, 1998 dated April 15, 1998. 10.27 Second Amendment to Acquisition Agreement and Plan of Exhibit 2.2 on Form 8-K/A filed Reorganization (included as Exhibit 10.25 hereof) May 28, 1998 dated May 7, 1998. 10.28 Conditional Delivery Agreement dated effective as of Exhibit 2.3 on Form 8-K/A filed May 1, 1998, by and among UCI Medical Affiliates, July 24, 1998 Inc.; UCI Medical Affiliates of Georgia, Inc.; and MainStreet Healthcare Corporation. 10.29 Amendment to Conditional Delivery Agreement dated as Exhibit 2.4 on Form 8-K/A filed of July 21, 1998, by and among UCI Medical July 24, 1998 Affiliates, Inc.; UCI Medical Affiliates of Georgia, Inc.; and MainStreet Healthcare Corporation. 10.30 Second Amendment to Conditional Delivery Agreement Exhibit 2.5 on Form 8-K/A filed on dated as of December 7, 1998, by and among UCI December 7, 1998 Medical Affiliates, Inc.; UCI Medical Affiliates of Georgia, Inc.; and MainStreet Healthcare Corporation. 10.31 Amended Employment Agreement dated August 19, 1999 Exhibit 10.31 on Form 10-K/A filed between UCI Medical Affiliates of South Carolina, for fiscal year 1999 Inc. and M.F. McFarland, III, M.D. 10.32 Second Amended Employment Agreement dated August 19, Exhibit 10.32 on Form 10-K/A filed 1999 between Doctor's Care, P.A. and M.F. McFarland, for fiscal year 1999 III, M.D. 21 Subsidiaries of the Registrant Exhibit 21 on the Form 10-QSB filed for period ending December 31, 1997 27 Financial Data Schedule Filed separately as Article Type 5 via Edgar