SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   89
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The approximate purchase price of the aforementioned acquisitions was
assigned as follows:
 

<TABLE>
<CAPTION>
                                                            ACQUISITIONS IN
                                                ---------------------------------------
                                                   1994          1995          1996
                                                ----------    ----------    -----------
<S>                                             <C>           <C>           <C>
Current assets................................  $  361,153    $  166,996    $ 1,310,381
Property and equipment........................     664,881     1,459,196      2,887,262
Excess of cost over net assets of purchased
  operations..................................   5,409,025     3,976,358     12,289,386
Liabilities assumed...........................    (468,300)   (1,187,550)    (2,441,949)
                                                ----------    ----------    -----------
          Net acquisition purchase price......  $5,966,759    $4,415,000    $14,045,080
                                                ==========    ==========    ===========
</TABLE>

 
     Had these transactions occurred January 1, 1994, unaudited pro forma
revenues for the years ended December 31, 1994, 1995 and 1996 would have been
approximately $25,129,000, $33,692,000 and $40,620,000, respectively. Unaudited
pro forma net income for the years ended December 31, 1994, 1995 and 1996 would
have been approximately $538,000, $1,187,000 and $1,645,000, respectively, and
pro forma earnings per share would be $.02, $.04 and $.06, respectively.
 
     An acquisition which occurred in 1995 was structured such that if certain
operating results were not achieved, the then agreed upon purchase price would
be adjusted. Subsequent operations of the center did not meet the predefined
levels. The purchase price adjustment, which is reflected as a long-term
receivable in the accompanying consolidated balance sheet at December 31, 1996,
is being repaid to the Company over a thirty month period.
 
3.  RELATED PARTY TRANSACTIONS
 
     Included in accounts payable at December 31, 1995 and 1996 is $16,066 and
$20,493, respectively, and included in other operating expenses for the years
ended December 31, 1994, 1995 and 1996 is $151,846, $186,215 and $213,820,
respectively, due/paid to AHC for management and financial services provided by
AHC to the Company. These payables/expenses were incurred pursuant to an
agreement effective December 1, 1992, under which AHC was paid $100,000 a year
for the services of AHC's chief executive officer and chief financial officer.
Also under the agreement, AHC was paid approximately $4,000 per year for each
ambulatory surgery center partnership and $8,000 per year for the Company's
corporate operations to provide certain partnership and Company accounting and
income tax services. The Company entered into a new agreement with AHC effective
January 1, 1997 by which the Company will pay AHC an annual fee of $85,000 for
the services of AHC's chief executive officer and chief financial officer. Also,
AHC will be paid an annual fixed fee of $50,000 plus an annual fee of $7,500 for
each ambulatory surgery center and an annual fee of $15,000 for each physician
practice and the Company's corporate operations to provide certain
administrative accounting and financial services. This agreement terminates upon
the earlier of (i) the mutual agreement of the parties, (ii) the date which
AmSurg begins to trade as a separate public company or (iii) December 31, 1997.
 
     The Company also rents approximately 15,000 square feet of office space
from AHC pursuant to a sublease which expires December 1999. Included in other
operating expenses for the year ended December 31, 1996 is $163,212 related to
this sublease.
 
     The Company believes that the foregoing transactions are in its best
interests. It is the Company's current policy that all transactions by the
Company with officers, directors, five percent stockholders and their affiliates
will be entered into only if such transactions are on terms no less favorable to
the Company than could be obtained from unaffiliated parties, are reasonably
expected to benefit the Company and are approved by a majority of the
disinterested independent members of the Company's Board of Directors.
 
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