SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED DECEMBER 31, 2002 Commission File Number: 000-18839 UNITED AMERICAN HEALTHCARE CORPORATION (Exact Name of Registrant as Specified in Charter) MICHIGAN 38-2526913 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 300 RIVER PLACE, SUITE 4700 DETROIT, MICHIGAN 48207 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (313) 393-4571 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ THE NUMBER OF OUTSTANDING SHARES OF REGISTRANT'S COMMON STOCK AS OF JANUARY 31, 2003 WAS 6,913,803. ================================================================================ As filed with the Securities and Exchange Commission on February 12, 2003 UNITED AMERICAN HEALTHCARE CORPORATION FORM 10-Q TABLE OF CONTENTS PART I. PAGE Item 1. Unaudited Condensed Consolidated Financial Statements - Condensed Consolidated Balance Sheets -- December 31, 2002 and June 30, 2002.................................................................................1 Condensed Consolidated Statements of Operations - Three Months and Six Months Ended December 31, 2002 and 2001..................................................................2 Condensed Consolidated Statements of Cash Flows - Six Months Ended December 31, 2002 and 2001..................................................................3 Notes to the Unaudited Condensed Consolidated Financial Statements..................................4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...............................................................9 Item 4. Controls and Procedures............................................................................16 PART II. Item 1. Legal Proceedings..................................................................................17 Item 2. Changes in Securities and Use of Proceeds..........................................................18 Item 3. Defaults Upon Senior Securities....................................................................18 Item 4. Submission of Matters to a Vote of Security Holders................................................18 Item 5. Other Information..................................................................................18 Item 6. Exhibits and Reports on Form 8-K...................................................................20 Signatures.............................................................................................................21 PART I. ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) DECEMBER 31, JUNE 30, 2002 2002 ------------------------------ ASSETS (Unaudited) Current assets Cash and cash equivalents $ 3,774 $ 2,026 Marketable securities -- 16,784 Accounts receivable - State of Tennessee 1,183 1,794 Other receivables 1,614 2,856 Refundable income taxes 284 284 Prepaid expenses and other 215 621 Deferred income taxes 420 1,090 -------- -------- Total current assets 7,490 25,455 Property and equipment held for sale 800 -- Property and equipment, net 600 2,426 Intangible assets, net 2,952 2,952 Marketable securities 2,145 1,826 Other assets 654 677 -------- -------- $ 14,641 $ 33,336 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 1,108 $ 1,032 Medical claims payable 1,570 24,495 Accounts payable and accrued expenses 2,321 1,148 Accrued compensation and related benefits 313 788 Other current liabilities 1,512 1,784 -------- -------- Total current liabilities 6,824 29,247 Long-term debt, less current portion 1,126 1,837 Accrued rent 1,086 505 Shareholders' equity Preferred stock, 5,000,000 shares authorized; none issued -- -- Common stock, no par, 15,000,000 shares authorized; 6,913,803 and 11,418 11,407 6,911,268 shares issued and outstanding at December 31, 2002 and June 30, 2002, respectively Retained deficit (5,823) (9,675) Accumulated other comprehensive income, net of income taxes 10 15 -------- -------- Total shareholders' equity 5,605 1,747 -------- -------- $ 14,641 $ 33,336 ======== ======== See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 1 UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------------------------------------------- 2002 2001 2002 2001 ------------------------------------------------------------- REVENUES Medical premiums $ 3,883 $ 33,532 $ 6,575 $ 69,045 Fixed administrative fees 3,700 -- 7,783 -- Gain on sale of assets 7 -- 7 -- Interest and other income 452 183 792 593 -------- -------- -------- -------- Total revenues 8,042 33,715 15,157 69,638 EXPENSES Medical services 380 28,418 380 58,768 Marketing, general and administrative 4,137 4,413 7,911 8,987 Depreciation and amortization 79 81 160 151 Interest expense 42 58 96 124 -------- -------- -------- -------- Total expenses 4,638 32,970 8,547 68,030 -------- -------- -------- -------- Earnings from continuing operations before 3,404 745 6,610 1,608 income taxes Income tax expense 203 381 631 822 -------- -------- -------- -------- EARNINGS FROM CONTINUING OPERATIONS 3,201 364 5,979 786 DISCONTINUED OPERATIONS (NOTE 9) (Loss) gain from discontinued operations (1,753) 669 (2,127) 2,366 -------- -------- -------- -------- NET EARNINGS $ 1,448 $ 1,033 $ 3,852 $ 3,152 ======== ======== ======== ======== NET EARNINGS PER COMMON SHARE - BASIC Earnings from continuing operations $ 0.46 $ 0.05 $ 0.87 $ 0.11 Discontinued operations (0.25) 0.10 (0.31) 0.35 -------- -------- -------- -------- Net earnings per common share $ 0.21 $ 0.15 $ 0.56 $ 0.46 ======== ======== ======== ======== Weighted average shares outstanding 6,912 6,800 6,912 6,789 ======== ======== ======== ======== NET EARNINGS PER COMMON SHARE - DILUTED Earnings from continuing operations $ 0.46 $ 0.05 $ 0.85 $ 0.11 Discontinued operations (0.25) 0.10 (0.30) 0.34 Net earnings per common share 0.21 0.15 0.55 0.45 ======== ======== ======== ======== Weighted average shares outstanding 6,931 7,084 7,015 6,946 ======== ======== ======== ======== See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 2 UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) SIX MONTHS ENDED DECEMBER 31, 2002 2001 --------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 3,852 $ 3,152 Adjustments to reconcile net earnings to net cash provided by operating activities Loss on disposal of assets 584 3 Gain on sale of assets (7) -- Realized (gain) loss on investment (5) 166 Depreciation and amortization 504 1,113 Bad debt expense 847 -- Accrued rent 581 (38) Stock awards 11 -- Deferred income taxes 670 701 Net changes in assets and liabilities (21,064) (4,520) -------- -------- Net cash provided by (used in) operating activities (14,027) 577 CASH FLOWS FROM INVESTING ACTIVITIES Sale (purchase) of marketable securities 16,465 (1,331) Purchase of property and equipment (55) (648) -------- -------- Net cash provided by (used in) investing activities 16,410 (1,979) CASH FLOWS FROM FINANCING ACTIVITIES Payments made on long-term debt (635) (188) Issuance of common stock -- 88 -------- -------- Net cash used in financing activities (635) (100) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,748 (1,502) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,026 21,985 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,774 $ 20,483 ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 84 $ 124 ======== ======== Income taxes paid $ 0 $ 110 ======== ======== See accompanying Notes to the Unaudited Condensed Consolidated Financial Statements. 3 UNITED AMERICAN HEALTHCARE CORPORATION AND SUBSIDIARIES NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2002 AND 2001 NOTE 1 - BASIS OF PREPARATION The accompanying consolidated financial statements include the accounts of United American Healthcare Corporation and all of its majority-owned subsidiaries, together referred to as the "Company". All significant intercompany transactions and balances have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X as they apply to interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations have been included. The results of operations for the six-month period ended December 31, 2002 are not necessarily indicative of the results of operations for the full fiscal year ending June 30, 2003. The accompanying condensed consolidated financial statements should be read in conjunction with the notes to the financial statements contained in the most recent annual report on Form 10-K. NOTE 2 - COMPREHENSIVE INCOME The components of comprehensive income, net of related tax, are summarized as follows (in thousands): Three months ended Six months ended December 31, December 31, --------------------------------------------------------------- 2002 2001 2002 2001 --------------------------------------------------------------- Net earnings $ 1,448 $ 1,033 $ 3,852 $ 3,152 Realized holding gains, net of deferred federal income taxes (5) 166 (5) 166 ------- ------- ------- ------- Comprehensive income $ 1,443 $ 1,199 $ 3,847 $ 3,318 ======= ======= ======= ======= The components of accumulated other comprehensive income, included in shareholders' equity at December 31, 2002 and June 30, 2002, include net unrealized holding gains and losses, net of deferred federal income taxes. 4 NOTE 3 - LONG TERM DEBT The Company currently has a $2.2 million term loan with Standard Federal Bank, N.A. repayable in monthly installments of principal and interest of $0.1 million, with an interest rate equal to the bank's prime rate (4.75% at December 31, 2002) plus one percent per annum, and a maturity date of September 30, 2004. The loan agreement is collateralized by a security interest in all of the Company's personal property. The bank has waived the requirement of compliance with the Company's net worth covenant as of December 31, 2002, and the bank and the Company have amended the loan agreement to reduce the Company's minimum net worth requirement for succeeding fiscal quarters to $6.0 million. At December 31, 2002, the Company's net worth was $5.6 million. Management expects to satisfy this and all financial covenants in the future. See Note 8. The Company's outstanding debt is as follows (in thousands): DECEMBER 31, JUNE 30, 2002 2002 ============ ======== Term loan $2,234 $2,869 Less debt payable within one year 1,108 1,032 ====== ====== Long-term debt, less current portion $1,126 $1,837 ====== ====== NOTE 4 - NET EARNINGS PER COMMON SHARE Basic net earnings per share excluding dilution have been computed by dividing net earnings by the weighted-average number of common shares outstanding for the period. Diluted earnings per share are computed using the treasury stock method for outstanding stock options. NOTE 5 - EFFECTIVE TAX RATE The Company's effective tax rate for the six months ended December, 31, 2003 is 15% and differs from the statutory rate of 34%. This difference is primarily a result of the utilization of net operating loss carryforwards which reduced the effective tax rate by 17 percentage points. Furthermore, the release of certain tax liabilities that were deemed to be no longer needed reduced the effective tax rate by another 2 percentage points. In the second quarter of 2002, the effective tax rate was 12%, principally impacted by the Company's net operating loss carryforward position. NOTE 6 - CHANGE IN TENNCARE CONTRACT For all its contracted managed care organizations ("MCOs"), the State of Tennessee, doing business as TennCare, changed its reimbursement system to an administrative services only ("ASO") program for an 18-month stabilization period (July 1, 2002 through December 31, 2003), during which the MCOs - including OmniCare Health Plan, Inc., in Tennessee ("OmniCare-TN"), a MCO 75% owned by the Company's wholly owned subsidiary - have no medical cost risk (i.e., no risk for medical losses), earn fixed administrative fees, are subject to increased oversight, may earn limited additional 5 administrative fees based on certain performance measures as an incentive to manage medical costs below the targets, and may incur financial penalties for not achieving certain performance requirements. TennCare has stated it intends to return to a full-risk system after the end of the 18-month stabilization period at January 1, 2004. NOTE 7 - CONTRACTUAL RISK AGREEMENT In September 2002, OmniCare-TN and the State of Tennessee, doing business as TennCare, amended the Contractor Risk Agreement between them. Pursuant to the amendment: - Retroactively effective July 1, 2001 through April 30, 2002, OmniCare-TN elected to operate under a shared risk arrangement, under which gains or losses are shared with the State of Tennessee; - retroactively effective beginning May 1, 2002, OmniCare-TN is reimbursed under an administrative services only agreement with no risk of medical loss; and - the State of Tennessee agreed to pay OmniCare-TN up to $7.5 million as necessary to meet its statutory net worth requirement as of June 30, 2002. Pursuant to a further agreement with OmniCare-TN in October 2002, the State of Tennessee agreed to pay additional funds to OmniCare-TN if future certified actuarial data confirm they are needed by OmniCare-TN to meet its statutory net worth requirement as of June 30, 2002. OmniCare-TN received a permitted practice letter from the State of Tennessee to include such $7.5 million receivable in its statutory net worth at June 30, 2002. Under generally accepted accounting principles, such $7.5 million was not recorded in the Company's fiscal 2002 financial statements but will be recorded in its fiscal 2003 financial statements as fiscal 2002 claims are processed. Based on an actuarial determination, an additional $0.4 million of medical claims liability was recorded as of December 31, 2002 and the same aggregate amount will be reimbursed by the State of Tennessee pursuant to the State's TennCare amendment and further agreement discussed above. The change in the estimated reimbursement from the State of Tennessee and the corresponding change in the medical claims liability should offset, still resulting in $7.5 million of net earnings in fiscal year 2003. As of December 31, 2002, $6.6 million of such medical claims were processed, and the same aggregate amount was recognized as revenue by OmniCare TN. Based on the foregoing as well as continuing operations under the ASO arrangement in fiscal 2003, management believes that OmniCare-TN will remain in compliance with its statutory net worth requirements through June 30, 2003. NOTE 8 - LIQUIDITY The Company's ability to generate adequate earnings and cash to meet its future cash needs depends on a number of factors, which include the following: - Management believes OmniCare-TN has qualified for incentive payments under the current TennCare reimbursement system, although awaiting notification from TennCare that the incentive payment criteria have been met and when the payments will be made. Under the current management agreement between OmniCare-TN and its parent, all incentive payments received from TennCare are paid to OmniCare-TN's parent. - OmniCare-TN's regaining (perhaps retroactively to July 1, 2002) some of its approximately 7,900 working uninsured or uninsurable members whom TennCare disenrolled in an eligibility reverification process that dropped 150,000-200,000 TennCare enrollees statewide since July 1, 2002 and which has been challenged as legally flawed in a pending lawsuit that seeks reinstatement of all unfairly dropped enrollees. - TennCare's anticipated assignment of 10,000-15,000 additional TennCare enrollees to OmniCare-TN by the fourth quarter of fiscal 2003, which has been held up by the pendency of such lawsuit. - The Company's ability to control administrative costs related to managing medical costs for the TennCare program and corporate overhead costs. The outcome of the above matters could have an impact on the Company's ability to successfully meet ongoing obligations. On the basis of the matters discussed above, management believes at this time that the Company has the ability to generate sufficient earnings and cash to adequately support its financial requirements through the next twelve months, maintain compliance with revised bank financial covenants, and maintain minimum statutory net worth requirements of OmniCare-TN. 6 NOTE 9 - DISCONTINUED OPERATIONS The Company's longstanding management agreement with OmniCare Health Plan, in Michigan ("OmniCare-MI"), ended effective November 1, 2002. Because of its resulting workforce reduction, the Company made plans to sublease all of its principal office premises in Detroit, Michigan, to OmniCare-MI, retroactive to November 1, 2002, and expiring at the lease end in May 2005, and to sell to OmniCare-MI furniture, a telephone system and certain computer hardware and software that the Company chose to leave there. Management expects both parties will finalize and sign the sublease, and close the sale of such assets, in the third quarter of fiscal 2003. Meanwhile, OmniCare-MI commenced its occupancy of the premises on November 1, 2002 and the Company remained in a portion of the premises until it moved its principal offices to new leased premises in Detroit on February 3, 2002. In connection with the November 1, 2002 termination of its OmniCare-MI management agreement, the Company recorded a $1.8 million loss from discontinued operations in the second quarter of fiscal 2003. Such loss was due in part to: (i) a $0.6 million write-down of assets held for sale in excess of the anticipated selling price for the pending sale of assets described above; (ii) the above-described sublease, which is expected to cost the Company approximately $0.04 million per month through the remainder of the lease, ending in May 2005, resulting in a loss of $1.2 million recorded in the second quarter of fiscal 2003, which was offset by a $0.6 million write-down of a deferred rent liability associated with the original lease; and (iii) a bad debt charge of $0.3 million recorded because management determined the collectability of that amount of receivables from OmniCare-MI is doubtful. The recorded charges discussed above were offset by management fees from OmniCare-MI of $0.8 million. NOTE 10 - GOODWILL Goodwill resulting from business acquisitions is carried at cost. Effective July 1, 2001, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 eliminates the amortization of goodwill, but requires that the carrying amount of goodwill be tested for impairment at least annually at the reporting unit level, as defined, and will only be reduced if it is found to be impaired or is associated with assets sold or otherwise disposed of. Management has assessed the remaining carrying amount of previously recorded goodwill of $3.0 million and determined that such amount is not impaired in accordance with SFAS No. 142. Accordingly, goodwill amortization was not recorded for the six months ended December 31, 2002 and 2001. 7 NOTE 11 - UNAUDITED SEGMENT FINANCIAL INFORMATION Summarized financial information for the Company's principal operations as of and for the six months ended December 31, 2002 and 2001, is as follows (in thousands): ------------------------------------------------------------------------------------------------------------------------------------ Management HMOs & Companies Managed Plans Corporate & Consolidated DECEMBER 31, 2002 (1) (2) Eliminations Company ------------------------------------------------------------------------------------------------------------------------------------ Revenues - external customers $ -- $ 14,358 $ -- $ 14,358 Revenues - intersegment 6,229 -- (6,229) -- Interest and other income 104 695 799 -------- -------- -------- -------- Total revenues $ 6,333 $ 15,053 $ (6,229) $ 15,157 ======== ======== ======== ======== Interest expense $ 96 $ -- $ -- $ 96 Earnings (loss) from continued operations (1,530) 7,509 -- 5,979 Loss from discontinued operations (2,127) (2,127) Segment assets 26,498 9,272 (21,129) 14,641 Purchase of equipment 55 -- -- 55 Depreciation and amortization 504 -- -- 504 ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ Management HMOs & Companies Managed Plans Corporate & Consolidated DECEMBER 31, 2001 (1) (2) Eliminations Company ------------------------------------------------------------------------------------------------------------------------------------ Revenues - external customers $ -- $ 69,045 $ -- $ 69,045 Revenues - intersegment 7,144 -- (7,144) -- Interest and other income (loss) (118) 711 -- 593 --------- --------- -------- -------- Total revenues $ 7,026 $ 69,756 $ (7,144) $ 69,638 ========= ========= ======== ======== Interest expense $ 124 $ -- $ -- $ 124 Earnings (loss) from continued operations (1,575) 2,361 -- 786 Gain from discontinued operations 2,366 2,366 Segment assets 37,784 27,889 (25,181) 40,492 Purchase of equipment 648 -- -- 648 Depreciation and amortization 1,113 -- -- 1,113 ------------------------------------------------------------------------------------------------------------------------------------ (1) Management Companies: United American Healthcare Corporation and United American of Tennessee, Inc. (2) HMOs and Managed Plans: OmniCare Health Plan, Inc. of Tennessee and County Care. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW This Financial Review discusses the Company's results of operations, financial position and liquidity. This discussion should be read in conjunction with the consolidated financial statements and related notes thereto contained elsewhere in this quarterly report. The Company provides comprehensive management and consulting services to managed care organizations, including health maintenance organizations ("HMOs") in Tennessee and (until November 1, 2002) Michigan, with a targeted mix of Medicaid and commercial enrollment. OmniCare Health Plan, in Michigan ("OmniCare-MI"), an HMO administered by the Company under a management agreement, was placed in court-ordered rehabilitation proceedings on July 31, 2001, which relieved the Company from further funding OmniCare-MI's capital deficiencies and which continued its OmniCare-MI management agreement, with substantially reduced management fee revenues from OmniCare-MI beginning August 1, 2001. In March 2002, upon the court-appointed Rehabilitator's filing a proposed rehabilitation plan for OmniCare-MI, the Company announced it anticipated eventual termination of the management agreement. Such termination occurred November 1, 2002, after which the Company's only managed plan is OmniCare Health Plan, Inc. ("OmniCare-TN"), an HMO which is 75% owned by the Company's wholly owned subsidiary. Accordingly the consolidated financial statements have been restated to present the operations related to managing OmniCare-MI as a discontinued operation. As of December 31, 2002, there were approximately 114,000 enrollees in OmniCare-TN. Total revenues decreased $25.7 million (76%) to $8.0 million for the quarter ended December 31, 2002 compared to $33.7 million for the quarter ended December 31, 2001, and decreased $54.4 million (78%) to $15.2 million for the six months ended December 31, 2002 compared to $69.6 million for the six months ended December 31, 2001, principally as the result of a change in the reimbursement system of TennCare, a State of Tennessee program that provides medical benefits to Medicaid and working uninsured and uninsurable recipients. For all its contracted managed care organizations ("MCOs"), TennCare changed its reimbursement system to an administrative services only ("ASO") program for an 18-month stabilization period (July 1, 2002 through December 31, 2003), during which the MCOs - including OmniCare-TN - have no medical cost risk (i.e., no risk for medical losses), earn fixed administrative fees, are subject to increased oversight, may earn limited additional administrative fees based on certain performance measures as an incentive to manage medical costs below the targets, and may incur financial penalties for not achieving certain performance requirements. (Incidentally, such ASO period began May 1, 2002 for OmniCare-TN pursuant to an amendment to its TennCare contract.) TennCare has stated it intends to return to a full-risk system after the end of the 18-month stabilization period at January 1, 2004. 9 Total expenses decreased $28.4 million (86%) to $4.6 million for the quarter ended December 31, 2002 compared to $33.0 million for the quarter ended December 31, 2001, and decreased $59.5 million (88%) to $8.5 million for the six months ended December 31, 2002 from $68.0 million for the six months ended December 31, 2001. The decreases were principally due to the TennCare ASO program for OmniCare-TN discussed above. Earnings from continuing operations before income taxes were $3.4 million and $0.7 million for the quarters ended December 31, 2002 and 2001, respectively. Earnings from continuing operations were $3.2 million, or $0.46 per basic share, for the quarter ended December 31, 2002 compared to earnings from continuing operations of $0.4 million, or $0.05 per basic share, for the quarter ended December 31, 2001. Such increase in earnings from continuing operations of $2.8 million, or $0.41 per share, is principally due to OmniCare-TN's contractual amendment with TennCare, described in the next paragraph below. The Company recognized earnings from continuing operations before income taxes of $6.6 million for the six months ended December 31, 2002 and earnings from continuing operations of $6.0 million, or $0.87 per basic share, for that period. For the six months ended December 31, 2001, earnings from continuing operations before income taxes were $1.6 million and earnings from continuing operations were $0.8 million, or $0.11 per basic share. Such increase in earnings from continuing operations of $5.2 million, or $0.76 per basic share, is principally due to a contractual amendment in September 2002, retroactive to July 1, 2001 in some respects and to May 1, 2002 in other respects. In the amendment, TennCare agreed to pay OmniCare-TN up to $7.5 million as necessary to meet its statutory net worth requirement as of June 30, 2002. OmniCare-TN received a permitted practice letter from the State of Tennessee to include such $7.5 million receivable in its statutory net worth at June 30, 2002. Under generally accepted accounting principles, such $7.5 million was not recorded in the Company's fiscal 2002 financial statements but will be recorded in its fiscal 2003 financial statements as fiscal 2002 claims are processed. Based on an actuarial determination, an additional $0.4 million of medical claims liability was recorded as of December 31, 2002 and the same aggregate amount will be reimbursed by the State of Tennessee pursuant to the TennCare contractual amendment discussed above. The change in the estimated reimbursement from the State of Tennessee and the corresponding change in the medical claims liability should offset, still resulting in $7.5 million of net earnings in fiscal year 2003. For the six months ended December 31, 2002, $6.6 million of such medical claims were processed, and the same aggregate amount was recognized as revenue by OmniCare-TN. The Company recognized a loss from discontinued operations of $1.8 million, or ($0.25) per basic share for the three months ended December 31, 2002 as compared to a gain of $0.7 million, or $0.10 per basic share, for the three months ended December 31, 2001, a change of $2.5 million. The recorded loss was the result of the termination of the Company's longstanding management agreement with OmniCare Health Plan, in Michigan ("OmniCare-MI"), effective November 1, 2002. Because of its resulting workforce reduction, the Company made plans to sublease all of its principal office premises in Detroit, Michigan, to OmniCare-MI, retroactively to November, 1, 2002 and 10 expiring at the lease end in May 2005, and to sell to OmniCare-MI furniture, a telephone system and certain computer hardware and software that the Company chose to leave there. Management expects both parties will finalize and sign the sublease, and close the sale of such assets, in the third quarter of fiscal 2003. Meanwhile, OmniCare-MI commenced its occupancy of the premises on November 1, 2002 and the Company remained in a portion of the premises until it moved its principal offices to new leased premises in Detroit on February 3, 2002. Such loss was due in part to: (i) a $0.6 million write-down of net assets in excess of the anticipated selling price for the pending sale of assets described above; (ii) the above described sublease, which is expected to cost the Company approximately $0.04 million per month through the remainder of the lease, ending in May 2005, resulting in a net loss of $0.6 million recorded in the second quarter of fiscal 2003; and (iii) a bad debt charge of $0.3 million recorded because management determined the collectability of that amount of receivables from OmniCare-MI is doubtful. The recorded charges discussed above were offset by management fees of $0.8 million. Net earnings were $1.4 million, or $0.21 per basic share, for the three months ended December 31, 2002 compared to net earnings of $1.0 million, or $0.15 per basic share, for the three months ended December 31, 2001. The Company recognized net earnings of $3.9 million, or $0.56 per basic share, for the six months ended December 31, 2002 and net earnings of $3.2 million, or $0.46 per basic share, for the comparable period ended December 31, 2001. Such increase in net earnings is principally due to OmniCare-TN's contractual amendment with TennCare, described above. 11 FOR THREE MONTHS ENDED DECEMBER 31, 2002 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 2001 Medical premium revenues were $3.9 million in the three months ended December 31, 2002, a decrease of $29.6 million (88%) from $33.5 million in the three months ended December 31, 2001. Such $3.9 million of medical premium revenues in the second quarter of fiscal 2003 represent the disbursed portion of the above $7.5 million TennCare commitment actually reimbursed by the State of Tennessee in the that fiscal quarter. The decrease from the prior year came from OmniCare-TN as the result of TennCare's changing its reimbursement system to an ASO program for an 18-month stabilization period beginning July 1, 2002, as described under "Overview" above. Fixed administrative fees related to the ASO program were $3.7 million for the quarter ended December 31, 2002. Because of TennCare's new ASO reimbursement system, there were medical services expenses of $0.4 million in the three months ended December 31, 2002, a decrease of $28.0 million (99%), as compared with medical services expenses of $28.4 million in the three months ended December 31, 2001. The percentage of medical services expenses to medical premium revenues--the medical loss ratio ("MLR")-- was 85% for the three-month period ended December 31, 2001 for OmniCare-TN. Effective July 1, 2000, OmniCare-TN's new contract with TennCare required a minimum of 85% of capitated revenue to be paid to medical service providers. Marketing, general and administrative expenses decreased approximately $0.3 million (7%), to $4.1 million for the three months ended December 31, 2002 from $4.4 million for the three months ended December 31, 2001. The decrease is principally due to reduced advertising costs and TennCare's payment of premium tax as a result of the ASO arrangement discussed above, offset by the costs of claims processing associated with a membership increase. Depreciation and amortization expense decreased $0.002 million (2%), to $0.079 million for the three months ended December 31, 2002 from $0.081 million for the three months ended December 31, 2001. Interest expense decreased $0.02 million (33%), to $0.04 million for the three months ended December 31, 2002 from $0.06 million for the three months ended December 31, 2001, due to debt reduction and decreases in the prime rate. Income tax expense decreased $0.2 million (47%), to $0.2 million for the three months ended December 31, 2002 from $0.4 million for the three months ended December 31, 2001. The Company's effective tax rate for the six months ended December, 31, 2002 is 15% and differs from the statutory rate of 34%. This difference is primarily a result of the utilization of net operating loss carryforwards, which reduced the effective tax rate by 17 percentage points. Furthermore, the release of certain tax liabilities that were deemed to be no longer needed reduced the effective tax rate by another 2 percentage points. In 12 the second quarter of 2002, the effective tax rate was 12%, principally impacted by the Company's net operating loss carryforward position. The Company recognized earnings from continuing operations before income taxes of $3.4 million for the three months ended December 31, 2002, compared to earnings before income taxes of $0.7 million for the three months ended December 31, 2001. Earnings from continuing operations were $3.2 million, or $0.46 per basic share, for the three months ended December 31, 2002, compared to earnings from continuing operations of $0.4 million, or $0.05 per basic share, for the three months ended December 31, 2001, an increase of $2.8 million, or $0.41 per basic share. The increase in earnings is primarily due to the amendment to OmniCare-TN's TennCare contract in September 2002, retroactive to July 1, 2001 in some respects and to May 1, 2002 in other respects, as described under "Overview" above. In the amendment, the State of Tennessee agreed to pay OmniCare-TN up to $7.5 million as necessary to meet its statutory net worth requirement as of June 30, 2002. OmniCare-TN received a permitted practice letter from the State of Tennessee to include such $7.5 million receivable in its statutory net worth at June 30, 2002. Under generally accepted accounting principles, such $7.5 million was not recorded in the Company's fiscal 2002 financial statements but will be recorded in its fiscal 2003 financial statements as fiscal 2002 claims are processed. Based on an actuarial determination, an additional $0.4 million of medical claims liability was recorded as of December 31, 2002 and the same aggregate amount will be reimbursed by the State of Tennessee pursuant to the TennCare contractual amendment discussed above. The change in the estimated reimbursement from the State of Tennessee and the corresponding change in the medical claims liability should offset, still resulting in $7.5 million of net earnings in fiscal year 2003. Medical claims of $3.9 million were processed for the three months ended December 31, 2002, and the same aggregate amount was recognized as revenue by OmniCare TN. The Company recognized a loss from discontinued operations of $1.8 million for the three months ended December 31, 2002 as compared to a gain of $0.7 million for the three months ended December 31, 2001, a change of $2.5 million. The recorded loss was the result of the termination of the Company's longstanding management agreement with OmniCare-MI, effective November 1, 2002. See "Overview" above for a fuller discussion and analysis of such loss from discontinued operations. Net earnings were $1.4 million, or $0.21 per basic share, for the three months ended December 31, 2002 compared to net earnings of $1.0 million, or $0.15 per basic share, for the three months ended December 31, 2001. Such increase in net earnings is principally due to OmniCare-TN's contractual amendment with TennCare offset by the loss from discontinued operations, described above. 13 FOR SIX MONTHS ENDED DECEMBER 31, 2002 COMPARED TO SIX MONTHS ENDED DECEMBER 31, 2001 Total revenues decreased $54.4 million (78%) to $15.2 million for the six months ended December 31, 2002 from $69.6 million for the six months ended December 31, 2001 principally as the result of a change in the reimbursement system of TennCare, as discussed above. Medical premium revenues were $6.6 million for the six months ended December 31, 2002, a decrease of $62.4 million (90%) from medical premium revenues of $69.0 million for the six months ended December 31, 2001. The decrease came from OmniCare-TN as the result of TennCare's changing its reimbursement system to an ASO program for an 18-month stabilization period beginning July 1, 2002. Fixed administrative fees related to the ASO program were $7.8 million for the six months ended December 31, 2002. Total expenses were $8.5 million for the six months ended December 31, 2002, compared to $68.0 million for the six months ended December 31, 2001, a decrease of $59.5 million (88%). The decreases were principally due to the TennCare ASO program for OmniCare-TN discussed above. Because of TennCare's new ASO reimbursement system, medical services expenses were $0.4 million in the six months ended December 31, 2002, a decrease of $58.4 million (99%), as compared with medical services expenses of $58.8 million in the six months ended December 31, 2001. The percentage of medical services expenses to medical premium revenues (MLR) was 85% for the six-month period ended December 31, 2001 for OmniCare-TN. Marketing, general and administrative expenses were $7.9 million for the six-month period ended December 31, 2002, as compared with marketing, general and administrative expenses of $9.0 million for the comparable period a year earlier, a decrease of $1.1 million (12%). The decrease is principally due to reduced advertising costs and TennCare's payment of premium tax as a result of the ASO arrangement discussed above, offset by the costs of claims processing associated with a membership increase. Depreciation and amortization expense increased $0.01 million (7%), to $0.16 million for the six months ended December 31, 2002 from $0.15 million for the six months ended December 31, 2001. The increase was due to incremental depreciation associated with capital expenditures. Interest expense decreased $0.028 million (23%), to $0.096 million for the six months ended December 31, 2002 from $0.124 million for the six months ended December 31, 2001, principally due to debt reduction. As a result of the foregoing, the Company recognized earnings from continuing operations before income taxes of $6.6 million for the six months ended December 31, 2002 and earnings from continuing operations of $6.0 million, or $0.87 per basic share. For the six months ended December 31, 2001, earnings from continuing operations before income taxes were $1.6 million and earnings from continuing operations were $0.8 million, or $0.11 per basic share. The Company recognized a loss from discontinued operations of $2.1 million for the six months ended December 31, 2002 as compared to a gain of $2.4 million for the three months ended December 31, 2001, a change of $4.5 million. The recorded loss was the result of the termination of the Company's longstanding management agreement with OmniCare-MI, effective November 1, 2002. See "Overview" above for a fuller discussion and analysis of such loss from discontinued operations. Net earnings were $3.9 million, or $0.56 per basic share, for the six months ended December 31, 2002 compared to net earnings of $3.2 million, or $0.46 per basic share, for the six months ended December 31, 2001. Such increase in net earnings is principally due to OmniCare-TN's contractual amendment with TennCare offset by the loss from discontinued operations, described above. 14 LIQUIDITY AND CAPITAL RESOURCES At December 31, 2002, the Company had (i) cash and cash equivalents and short-term marketable securities of $3.8 million, compared to $18.8 million at June 30, 2002; (ii) working capital of $0.7 million, compared to a working capital deficit of $(3.8) million at June 30, 2002; and (iii) a current assets-to-current liabilities ratio of 1.10-to-1, compared to 0.87-to-1 at June 30, 2002. The principal source of cash and cash equivalents for the Company during the six months ended December 31, 2002 was $16.4 million provided from net investing activities. The principal uses of cash and cash equivalents for the period were $22.9 million for payment of medical claims and $0.6 million for debt repayment. Positive cash flow was $1.7 million compared to negative cash flow of $(1.5) million for the comparable period a year earlier. Accounts receivable decreased by $1.9 million at December 31, 2002 compared to June 30, 2002, primarily because of TennCare's new ASO reimbursement system discussed above. Property, plant and equipment decreased by $1.8 million at December 31, 2002 compared to June 30, 2002, due an impairment charge associated with a pending sale of certain furniture, equipment and software and the recording of depreciation of $0.5 million. Medical claims payable decreased by $22.9 million at December 31, 2002 compared to June 30, 2002, which is directly related to the payment of OmniCare-TN medical claims processed during the period, and TennCare's new ASO reimbursement system discussed above. The Company currently has a $2.2 million term loan with Standard Federal Bank, N.A. repayable in monthly installments of principal and interest of $0.1 million, with an interest rate equal to the bank's prime rate (4.75% at December 31, 2002) plus one percent per annum, and a maturity date of September 30, 2004. The bank has waived the requirement of compliance with the Company's net worth covenant as of December 31, 2002, and the Bank and the Company have amended the loan agreement to reduce the Company's minimum net worth requirement for succeeding fiscal quarters to $6.0 million. At December 31, 2002, the Company's net worth was $5.6 million. Management expects to satisfy this and all financial covenants in the future. The Company's ability to generate adequate earnings and cash to meet its future cash needs depends on a number of factors, which include the following: - Management believes OmniCare-TN has qualified for incentive payments under the current TennCare reimbursement system, although awaiting notification from TennCare that the incentive payment criteria have been met and when the payments will be made. Under the current management agreement between OmniCare-TN and its parent, all incentive payments received from TennCare are paid to OmniCare-TN's parent. - OmniCare-TN's regaining (perhaps retroactively to July 1, 2002) some of its approximately 7,900 working uninsured or uninsurable members whom TennCare disenrolled in an eligibility reverification process that dropped 150,000-200,000 TennCare enrollees statewide since July 1, 2002 and which has been challenged as legally flawed in a pending lawsuit that seeks reinstatement of all unfairly dropped enrollees. - TennCare's anticipated assignment of 10,000-15,000 additional TennCare enrollees to OmniCare-TN by the fourth quarter of fiscal 2003, which has been held up by the pendency of such lawsuit. - The Company's ability to control administrative costs related to managing medical costs for the TennCare program and corporate overhead costs. The outcome of the above matters could have an impact on the Company's ability to successfully meet ongoing obligations. On the basis of the matters discussed above, management believes at this time that the Company has the ability to generate sufficient earnings and cash to adequately support its financial requirements through the next twelve months, maintain compliance with revised bank financial covenants, and maintain minimum statutory net worth requirements of OmniCare-TN. 15 ITEM 4. CONTROLS AND PROCEDURES The Company's President and Chief Executive Officer, William C. Brooks, and the Company's Chief Financial Officer, Stephen D. Harris, have evaluated the Company's internal controls and disclosure controls systems within 90 days of the filing of this report. Messrs. Brooks and Harris have concluded that the Company's disclosure controls systems are functioning effectively to provide reasonable assurance that the Company can meet its disclosure obligations. The Company's disclosure controls system and reporting process are designed to ensure that information required to be disclosed by the Company in the reports that it files with or submits to the Commission is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Since Messrs. Brooks' and Harris' most recent review of the Company's internal controls systems, there have been no significant changes in internal controls or in other factors that could significantly affect these controls. 16 PART II. ITEM 1. LEGAL PROCEEDINGS The Company's second-tier subsidiary, OmniCare-TN, is a defendant in two lawsuits that involve substantially similar legal and factual issues, described below. (A) An action by Vanderbilt University in the Chancery Court for Davidson County, Tennessee: The plaintiff's complaint, filed February 18, 2002, alleged that OmniCare-TN breached a contract by paying less than the plaintiff's full charges for health services provided by its hospital and physician group to OmniCare-TN members. The plaintiff was not an OmniCare-TN participating provider, and OmniCare-TN reimbursed the plaintiff at non-participating provider rates. The complaint sought additional reimbursement of the difference between the rates paid by OmniCare-TN and 100% of the plaintiff's billed charges. On May 28, 2002, the court denied the plaintiff's motion for partial summary judgment on the issue of liability and further held there was no enforceable contract as a matter of law. On July 31, 2002, the plaintiff amended the complaint to add an equitable claim based on quantum meruit/implied contract, seeking payment of the reasonable value of its services to OmniCare-TN members. OmniCare-TN answered the amended complaint on August 30, 2002, stating that it has paid the plaintiff in full for any services provided and asserting affirmative defenses, including that no express or implied contract existed between the parties. On January 23, 2003, the court entered a scheduling order setting an August 29, 2003 deadline for pretrial discovery and a trial date in February 2004. (B) An action by Jackson-Madison County General Hospital District in the Chancery Court for Madison County, Tennessee: The plaintiff's complaint, filed on November 12, 2002, indicates that the plaintiff has no participating provider contract with OmniCare-TN and alleges that OmniCare-TN has paid amounts to the plaintiff for its health services to OmniCare-TN members which were less than the plaintiff's standard charges and unreasonably inadequate. The complaint asserts an equitable claim for unjust enrichment and breach of implied contract and seeks a declaratory judgment that OmniCare-TN violated its legal and contractual obligations. The complaint seeks unspecified compensatory damages plus punitive damages up to $5 million from OmniCare-TN. On January 31, 2003, OmniCare-TN filed an answer and counterclaim against the plaintiff. The answer stated affirmative defenses, including that the plaintiff is legally barred or equitably estopped from pursuing its reimbursement claim and that OmniCare-TN is not the financially responsible party for reimbursement of provider fees for the plaintiff's services rendered to OmniCare-TN members for the period from May 1, 2002 to the present. OmniCare-TN's counterclaim alleges that the plaintiff intentionally failed and refused to negotiate in good faith with it on a payor agreement and that the plaintiff is proceeding in the lawsuit in bad faith. OmniCare-TN's counterclaim seeks punitive damages of $10 million from the plaintiff. 17 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS NONE. ITEM 3. DEFAULTS UPON SENIOR SECURITIES NONE. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE. ITEM 5. OTHER INFORMATION (A) NEW ADDRESS OF PRINCIPAL EXECUTIVE OFFICES The Company earlier disclosed (in its Form 10-K Annual Report for the fiscal year ended June 30, 2002, in Part I, Item 2) that it anticipated moving its principal offices to smaller premises not yet then determined, with prompt public notice of any new location when determined. Effective February 3, 2003, the Company has relocated its principal executive offices to 300 River Place, Suite 4700, Detroit, Michigan 48207. Its new telephone number is (313) 393-4571. (B) CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage management to provide prospective information about their companies without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statements. Certain statements contained in this Form 10-Q report, including, without limitation, statements containing the words "believes," "anticipates," "will," "could," "may," "might" and words of similar import constitute "forward-looking statements" within the meaning of this "safe harbor." Such forward-looking statements are based on management's current expectations and involve known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors potentially include, among others, the following: 1. Inability to increase premium rates commensurate with increases in medical costs due to utilization, government regulation, or other factors. 18 2. Discontinuation of, limitations upon, or restructuring of government-funded programs, including but not limited to the TennCare program. 3. A final, nonappealable judicial decision upholding TennCare's disenrollment of several hundred thousand TennCare enrollees (including approximately 7,900 OmniCare-TN members) since July 1, 2002 pursuant to its eligibility reverification process which is being challenged in a pending lawsuit. 4. Delay or failure by the State of Tennessee to pay TennCare-contracted MCOs additional administrative fees to which they are entitled based on prescribed incentives to manage medical costs below applicable targets. 5. Delays in or nonoccurrence of TennCare's anticipated assignment of additional TennCare enrollees to OmniCare-TN. 6. Increases in medical costs, including increases in utilization and costs of medical services and the effects of actions by competitors or groups of providers. 7. Adverse state and federal legislation and initiatives, including limitations upon or reductions in premium payments; prohibition or limitation of capitated arrangements or financial incentives to providers; federal and state benefit mandates (including mandatory length of stay and emergency room coverage); limitations on the ability to manage care and utilization; and any willing provider or pharmacy laws. 8. Failure to obtain new customer bases or members or retain or regain customer bases or members, or reductions in work force by existing customers. 9. Increased competition between current organizations, the entrance of new competitors and the introduction of new products by new and existing competitors. 10. Adverse publicity and media coverage. 11. Inability to carry out marketing and sales plans. 12. Loss or retirement of key executives. 13. Termination of provider contracts or renegotiations at less cost-effective rates or terms of payment. 14. The selection by employers and individuals of higher co-payment/deductible/ coinsurance plans with relatively lower premiums or margins. 15. Adverse regulatory determinations resulting in loss or limitations of licensure, certification or contracts with governmental payors. 16. Higher sales, administrative or general expenses occasioned by the need for additional advertising, marketing, administrative or management information systems expenditures. 17. Increases by regulatory authorities of minimum capital, reserve and other financial solvency requirements. 18. Denial of accreditation by quality accrediting agencies, e.g., the National Committee for Quality Assurance (NCQA). 19. Adverse results from significant litigation matters. 19 20. Inability to maintain or obtain satisfactory bank loan credit arrangements. 21. Increased costs to comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 10.62 Letter amendment of Business Loan Agreement with Standard Federal Bank N.A., dated February 5, 2003. 99.1 Certification of William C. Brooks, Chief Executive Officer of the Company, as required by Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 Certification of Stephen D. Harris, Chief Financial Officer of the Company, as required by Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None 20 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNITED AMERICAN HEALTHCARE CORPORATION Dated: February 12, 2003 By: /s/ William C. Brooks -------------------------------- William C. Brooks President & Chief Executive Officer Dated: February 12, 2003 By: /s/ Stephen D. Harris -------------------------------- Chief Financial Officer & Treasurer 21 I, William C. Brooks, certify that: 1. I have reviewed this quarterly report on Form 10-Q of United American Healthcare Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 12, 2003 /s/ William C. Brooks -------------------------------------------- President and Chief Executive Officer (principal executive officer) 22 I, Stephen D. Harris, certify that: 1. I have reviewed this quarterly report on Form 10-Q of United American Healthcare Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 12, 2003 /s/ Stephen D. Harris -------------------------------------------- Chief Financial Officer (principal financial officer) 23 10-Q EXHIBIT INDEX EXHIBIT NO. DESCRIPTION EX-10.62 Letter amendment of Business Loan Agreement with Standard Federal Bank N.A., dated February 5, 2003. EX-99.1 Certification of William C. Brooks, Chief Executive Officer of the Company, as required by Section 906 of the Sarbanes-Oxley Act of 2002. EX-99.2 Certification of Stephen D. Harris, Chief Financial Officer of the Company, as required by Section 906 of the Sarbanes-Oxley Act of 2002. 24