UCI MEDICAL AFFILIATES INC - 10-K Annual Report

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FORM 10-K
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 or any
amendment to this Form 10-K. ( 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.

* 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

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 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

Information called for by Part III (Items 10, 11, 12 and 13) of this report
on Form 10-K has been omitted as the Company intends to file with the Securities
and Exchange Commission not later than 120 days after the close of its fiscal
year ended September 30, 2000, a definitive Proxy Statement pursuant to
Regulation 14A promulgated under the Securities Exchange Act of 1934. Such
information will be set forth in such Proxy Statement and is incorporated herein
by reference.

Item 10. Directors and Executive Officers of the Registrant

The information required by this Item is incorporated herein by reference
to the Proxy Statement for the Company's forthcoming Annual Meeting of
Shareholders.

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference
to the Proxy Statement for the Company's forthcoming Annual Meeting of
Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information required by this Item is incorporated herein by reference
to the Proxy Statement for the Company's forthcoming Annual Meeting of
Shareholders.

Item 13. Certain Relationships and Related Transactions

The information required by this Item is incorporated herein by reference
to the Proxy Statement for the Company's forthcoming Annual Meeting of
Shareholders.

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) (2) Exhibits
A listing of the exhibits to the Form 10-K is set forth on the Exhibit
Index which immediately precedes such exhibits in this Form 10-K.

(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 16, 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 16, 2001
M.F. McFarland, III, M.D. and Chairman of the Board

/S/ JERRY F. WELLS, JR. Executive Vice President of Finance January 16, 2001
Jerry F. Wells, Jr. and Chief Financial Officer

/S/ A. WAYNE JOHNSON Director January 16, 2001
A. Wayne Johnson

/S/ HAROLD H. ADAMS, JR. Director January 16, 2001
Harold H. Adams, Jr.

/S/ CHARLES M. POTOK Director January 16, 2001
Charles M. Potok

/S/ THOMAS G. FAULDS Director January 16, 2001
Thomas G. Faulds

/S/ ASHBY JORDAN, M.D. Director January 16, 2001
Ashby Jordan, M.D.

/S/ JOHN M. LITTLE, Jr., M.D. Director January 16, 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-KSB
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-KSB
filed for fiscal year 1995

3.3 Amendment to Amended and Restated Bylaws of UCI Exhibit 3.3 on the Form 10-KSB
filed for fiscal year 1996

Exhibit 4.1 on the Form 10-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
Option Plan filed for fiscal year 1995

10.17 Consulting Agreement dated December 10, 1996 between Exhibit 10.17 on the Form 10-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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-KSB
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 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 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