United American Healthcare Corp. Reports Operating Results (10-Q)

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Nov 22, 2010
United American Healthcare Corp. (UAHC, Financial) filed Quarterly Report for the period ended 2010-09-30.

United American Healthcare Corp. has a market cap of $3.81 million; its shares were traded at around $0 with and P/S ratio of 1.

Highlight of Business Operations:

On June 18, 2010, the Company entered into a Securities Purchase Agreement and a Warrant Purchase Agreement to acquire 100% of the outstanding common units and warrants to purchase common units of Pulse. The consideration paid to acquire the common units and warrants of Pulse totaled approximately $9.46 million, which consisted of (a) cash paid at closing of $3.40 million, (b) a non-interest bearing note payable of $1.75 million (secured by a subordinated pledge of all the common units of Pulse), (c) 1,608,039 shares of UAHC common stock determined based on an initial value of $1.6 million, (d) an estimated purchase price adjustment of $210,364 based on targeted levels of net working capital, cash and debt of Pulse at the acquisition date (e) and the funding of $2.5 million for certain obligations of Pulse as discussed below. The shares of UAHC common stock were issued on July 12, 2010, upon approval by the Companys board of directors on July 7, 2010. The shares of UAHC common stock had a fair value of $1.05 million as of June 30, 2010, and a fair value of $884,000 on July 12, 2010, the date the shares were issued and recorded. The Company also assumed Pulses term loan to a bank of $4.25 million, after making a payment at closing as discussed below.

In connection with the acquisition of the Pulse common units, Pulse entered into a redemption agreement with the holders of its preferred units to redeem the preferred units for $3.99 million. Pulse is only allowed to redeem the preferred units if the Company makes additional cash equity contributions to Pulse in an amount necessary to fully fund each such redemption. The Company funded an initial payment of $1.75 million to the preferred unitholders on June 18, 2010. Pulse has agreed to redeem the remaining preferred units over a two-year period ending in June 2012. Finally, as an additional condition of closing, the Company funded a $750,000 payment toward Pulses outstanding term loan with a bank and pledged all of the common units of Pulse to the bank as additional security for the remaining $4.25 million outstanding under the loan. The initial payment of $1.75 million to the

Net loss was $1.4 million, or ($0.15) per basic share, for the quarter ended September 30, 2010, compared to net loss of $1.6 million, or $(0.19) per basic share, for the quarter ended September 30, 2009.

On June 18, 2010, the Company entered into a Securities Purchase Agreement and a Warrant Purchase Agreement to acquire 100% of the outstanding common units and warrants to purchase common units of Pulse. The consideration paid to acquire the common units and warrants of Pulse totaled approximately $9.46 million, which consisted of (a) cash paid at closing of $3.40 million, (b) a non-interest bearing note payable of $1.75 million (secured by a subordinated pledge of all the common units of Pulse), (c) 1,608,039 shares of UAHC common stock determined based on an initial value of $1.6 million, (d) an estimated purchase price adjustment of $210,364 based on targeted levels of net working capital, cash and debt of Pulse at the acquisition date (e) and the funding of $2.5 million for certain obligations of Pulse. The Company also assumed Pulses outstanding term loan. See Acquisition of Pulse Systems, LLC above for additional discussion.

At September 30, 2010, the Company had (i) cash and cash equivalents and short-term marketable securities of $3.3 million, compared to $3.5 million at June 30, 2010; (ii) negative working capital of ($0.3) million, compared to negative working capital of ($0.8) million at June 30, 2010; and (iii) a current assets-to-current liabilities ratio of 0.95-to-1, compared to 0.85-to-1 at June 30, 2010.

Net cash used in operating activities of $0.4 million in the three months ended September 30, 2010 was primarily due to a net loss of $1.4 million. Medical claims payable decreased by $18,000 at September 30, 2010 compared to June 30, 2010, primarily due to discontinuance of the CMS contract. Accounts payable and accrued expenses increased by $0.4 million at

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