NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of AmSurg
Corp. and subsidiaries ("the Company") have been prepared in accordance with
generally accepted accounting principles for interim financial reporting and in
accordance with Rule 10-01 of Regulation S-X.
In the opinion of management, the unaudited interim financial statements
contained in this report reflect all adjustments, consisting of only normal
recurring accruals which are necessary for a fair presentation of the financial
position and the results of operations for the interim periods presented. The
results of operations for any interim period are not necessarily indicative of
results for the full year.
The accompanying consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Registration Statement on Form 10/A-2 dated May 21, 1997.
(2) PUBLIC DISTRIBUTION OF COMMON STOCK
On March 7, 1997, the Board of Directors of American Healthcorp, Inc.
("AHC"), the Company's majority shareholder, approved a plan to distribute on a
substantially tax-free basis all of the shares of the Company's common stock
owned by AHC to the holders of AHC common stock ("the Distribution"). The
principal purpose of the Distribution is to enable the Company to have access to
debt and equity capital markets as an independent, publicly traded company in
order to finance the development and acquisition of ambulatory surgery centers
and specialty physician networks. The Distribution was expected to occur in May
1997 and was subject to the receipt of a favorable Internal Revenue Service
("IRS") ruling that the transaction could be completed on a substantially
tax-free basis. AHC has been advised by the IRS that a favorable ruling will not
be issued on the transaction as submitted in the original ruling request. AHC
has submitted to the IRS an alternative structure which it believes should
result in a favorable ruling.
In 1997, the Company, through wholly-owned subsidiaries, acquired
majority interests in three physician practice-based surgery centers and one
physician practice and related entities. The aggregate purchase price and
related cost for the acquisitions in 1997 was $8,173,000, which consisted of
cash of $6,954,000 and Company common stock valued at $1,219,000. With these
transactions, the Company acquired tangible assets of $948,000, excess cost over
net assets of purchased operations of $7,767,000 and assumed liabilities of
$541,000, inclusive of minority interest.
(4) SUBSEQUENT EVENT
On July 28, 1997, the Company sold the building and equipment comprising
a surgery center which the Company leased to a gastrointestinal physician
practice located in Tennessee and terminated its management agreement for the
surgery center with the physician practice. A pre-tax gain of approximately
$400,000 will be recognized by the Company in the third quarter of 1997
associated with this transaction. The Company had managed this surgery center
since September 1994 but had no ownership interest in the operation of the