NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 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-3 dated November 3, 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 plan
of Distribution also includes effecting a one for three reverse stock split
prior to the Distribution. During the three and nine months ended September 30,
1997, the Company expensed $458,000 for its proportionate share of costs
incurred to date associated with the Distribution.
(3) ACQUISITIONS AND DISPOSITIONS
In 1997, the Company, through wholly-owned subsidiaries, acquired
majority interests in five 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 $14,047,840, which consisted of
cash of $12,230,464 and Company common stock valued at $1,817,376. With these
transactions, the Company acquired tangible assets of $1,555,939, excess cost
over net assets of purchased operations of $13,285,659 and assumed liabilities
of $793,758, inclusive of minority interest.
In September 1997, the Company sold its investment in a partnership that
owned two surgery centers acquired in 1994. Various disagreements with the sole
physician partner over the operation of these centers had adversely impacted the
operations of these centers. After a series of discussions and attempts to
resolve these differences, the Company determined that the partners could not
resolve their disagreements and that as a result the carrying value of the
assets associated with this partnership would not likely be fully recovered. The
Company projected the undiscounted cash flows from these centers and determined
these cash flows to be less than the carrying value of the long-lived assets
attributable to this partnership. Accordingly, an impairment loss equal to the
excess of the carrying value of the long-lived assets over the present value of
the estimated future cash flows was recorded in March 1997 in accordance with
Statement of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of." In
September 1997, when the Company sold its interest in the partnership assets to
its physician partner it recognized a partial loss recovery. The net loss
associated with these transactions is $1,954,000 for the nine months ended
September 30, 1997.
In July 1997, the Company sold a surgery center building and equipment
which the Company leased to a physician practice and recognized a pretax gain of
approximately $460,000. In July 1997, the Company also terminated its management
agreement with the physician practice for the surgery center in which it had no
ownership interest but had managed since 1994.