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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED MARCH 31, 2006
Commission File Number: 000-18839
UNITED AMERICAN HEALTHCARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
MICHIGAN 38-2526913
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 RIVER PLACE, SUITE 4950
DETROIT, MICHIGAN 48207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (313) 393-4571
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
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 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
THE NUMBER OF OUTSTANDING SHARES OF REGISTRANT'S COMMON STOCK AS OF APRIL 24,
2006 IS 7,490,235
As filed with the Securities and Exchange Commission on April 27, 2006
UNITED AMERICAN HEALTHCARE CORPORATION
FORM 10-Q/A
TABLE OF CONTENTS
PAGE
Explanatory Note....................................................................................2
PART II.
Item 6. Exhibits............................................................................................5
SIGNATURES..............................................................................................................4
1
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A amends the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2006, originally filed on April 27,
2006 (the "Original Filing"). The Company is filing this Amendment solely in
order to correct certain figures in "Note 10 - Unaudited Segment Financial
Information" to the unaudited condensed consolidated financial statements, which
resulted from an incorrect formula in the software used to compute such data.
Specifically, this Amendment replaces such Note 10 in its entirety, containing
the corrected figures: (A) for the nine-month period ended March 31, 2006, in
the lines for "Interest and other income," "Total revenues," "Earnings from
continuing operations" and "Purchase of equipment"; and (B) for the nine-month
period ended March 31, 2005, in the lines for "Interest expense," "Earnings
from continuing operations" and "Segment assets." No other parts of the
Original Filing presented incorrect information. Accordingly, the remainder
of the Original Filing has not been refiled.
2
UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
MARCH 31, 2006 AND 2005
NOTE 10 -- UNAUDITED SEGMENT FINANCIAL INFORMATION
Summarized financial information for the Company's principal operations, as of
and for the nine-month periods ended March 31, 2006 and 2005, is as follows (in
thousands):
<Table>
<Caption>
MANAGEMENT HMO & MANAGED CORPORATE & CONSOLIDATED
MARCH 31, 2006 COMPANIES (1) PLAN (2) ELIMINATIONS COMPANY
------------- ------------- ------------- -------------
Revenues -- external customers $ -- $ 12,956 $ -- $ 12,956
Revenues -- intersegment 11,625 -- (11,625) --
Interest and other income 81 241 -- 322
------------- ------------- ------------- -------------
Total revenues $ 11,706 $ 13,197 $ (11,625) $ 13,278
============= ============= ============= =============
Interest expense $ -- $ -- $ -- $ --
Earnings from continuing
operations 603 673 -- 1,276
Loss (gain) from discontinued operations -- -- -- --
Segment assets 60,020 15,426 (50,438) 25,008
Purchase of equipment (84) -- -- (84)
Depreciation and amortization 95 -- -- 95
============= ============= ============= =============
MARCH 31, 2005
Revenues -- external customers $ -- $ 15,604 $ -- $ 15,604
Revenues -- intersegment 14,024 -- (14,024) --
Interest and other income 302 474 -- 776
------------- ------------- ------------- -------------
Total revenues $ 14,326 $ 16,078 $ (14,024) $ 16,380
============= ============= ============= =============
Interest expense $ 8 $ -- $ -- $ 8
Earnings from continuing operations 3,720 1,321 -- 5,041
Loss from discontinued operations (129) -- -- (129)
Segment assets 54,620 13,573 (44,915) 23,278
Purchase of equipment -- -- -- --
Depreciation and amortization 134 -- -- 134
============= ============= ============= =============
</Table>
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(1) Management Companies: United American Healthcare Corporation and United
American of Tennessee, Inc.
(2) HMO and Managed Plan: UAHC Health Plan of Tennessee, Inc.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
UNITED AMERICAN HEALTHCARE CORPORATION
Dated: June 9, 2006 By: /s/ William C. Brooks
-------------------------------------
William C. Brooks
Chairman, President & Chief Executive
Officer
Dated: June 9, 2006 By: /s/ Stephen D. Harris
-------------------------------------
Stephen D. Harris
Chief Financial Officer & Treasurer
4
EXHIBIT INDEX
EX NO. DESCRIPTION
- ------ -----------
31.1 Certifications of Chief Executive Officer pursuant to Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications of Chief Financial Officer pursuant to Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certifications of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
5