SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
<PAGE>   93
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
believes that the carrying amounts of long-term debt approximate market value,
because it believes the terms of its borrowings approximate terms which it would
incur currently.
 
  k. Management Estimates
 
     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
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
 
2.  ACQUISITIONS
 
     In three separate transactions during 1994, the Company acquired a majority
interest in three physician practice-based surgery centers. The purchase price
paid for the assets acquired was $5,966,759 which consisted of cash of
$4,481,730, AmSurg common stock valued at $1,102,649 and a note payable of
$382,380.
 
     In two separate transactions during 1995, the Company acquired a majority
interest in two physician practice-based surgery centers. The purchase price
paid for the interests acquired was $4,415,000 which consisted of cash of
$3,108,800, AmSurg common stock valued at $676,200 and a note payable of
$630,000.
 
   
     In five separate transactions during 1996, the Company acquired a majority
interest in four physician practice-based surgery centers and a physician
practice and related entities. The purchase price paid for the interests
acquired was $10,214,040 which consisted of cash of $8,646,220 and AmSurg common
stock valued at $1,567,820.
    
 
   
     On August 22, 1996, the Company acquired a majority interest in the
Endoscopy Center of Ocala, Inc. which is a physician practice-based surgery
center. The purchase price paid for the interest acquired was $3,347,621 which
consisted of cash of $2,845,479 and AmSurg common stock valued at $502,142. With
this transaction, the Company acquired current assets of $249,810, property and
equipment of $85,333, excess of cost over net assets of purchased operations of
$3,178,304 and assumed liabilities of $165,827.
    
 
   
     The approximate purchase price of the aforementioned acquisitions,
including the Endoscopy Center of Ocala, Inc., was assigned as follows:
    
 
   

<TABLE>
<CAPTION>
                                                            ACQUISITIONS IN
                                                ---------------------------------------
                                                   1994          1995          1996
                                                ----------    ----------    -----------
<S>                                             <C>           <C>           <C>
Current assets................................  $  361,153    $  166,996    $ 1,206,033
Property and equipment........................     664,881     1,459,196      2,508,191
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    $13,561,661
                                                ==========    ==========    ===========
</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
 
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