<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 1, 2000 (August 18, 2000)
----------------------------------
AMSURG CORP.
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 000-22217 62-1493316
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) File Number) identification no.)
20 BURTON HILLS BOULEVARD
NASHVILLE, TENNESSEE 37215
(Address of principal executive offices) (Zip code)
(615) 665-1283
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
This Form 8-K/A-1 includes the following financial information required
to be filed pursuant to Item 7 (Financial Statements and Exhibits) of the
Current Report on Form 8-K dated November 1, 2000.
(a) Combined Financial Statements of Businesses Acquired and to be
Acquired:
1. Independent Auditors' Report.
2. Audited combined statement of net assets acquired and to be
acquired as of December 31, 1999, and combined statement of
revenues and operating expenses for the year then ended of PRG
Surgery Centers, a division of Physicians Resource Group, Inc.
The combined financial statements of PRG Surgery Centers
present the net assets acquired and to be acquired by AmSurg
Corp. and the related revenues and operating expenses, and are
not intended to be a complete presentation of PRG Surgery
Centers financial position and results of operations.
3. Unaudited combined statement of net assets acquired and to be
acquired as of June 30, 2000, and unaudited combined
statements of revenues and operating expenses for the six
months ended June 30, 1999 and 2000 of PRG Surgery Centers.
The unaudited combined financial statements for PRG Surgery
Centers present the net assets acquired and to be acquired by
AmSurg Corp. and the related revenues and operating expenses,
and are not intended to be a complete presentation of PRG
Surgery Centers financial position and results of operations.
4. Notes to financial statements
(b) Pro Forma Financial Information:
1. Unaudited pro forma combined balance sheet of AmSurg Corp. as
of June 30, 2000 and statements of earnings for the year ended
December 31, 1999 and the six months ended June 30, 2000.
2. Notes to unaudited pro forma combined balance sheet and
statements of earnings.
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
AmSurg Corp.
Nashville, Tennessee
We have audited the accompanying combined statement of net assets acquired and
to be acquired of PRG Surgery Centers (the "Centers"), a division of Physicians
Resource Group, Inc. ("PRG"), as of December 31, 1999 and the related combined
statement of revenues and operating expenses for the year then ended, prepared
pursuant to the sale of a majority ownership interest in the Centers to AmSurg
Corp. under the purchase agreements described in Note 1(b). These financial
statements are the responsibility of management of the Centers. Our
responsibility is to express an opinion on these combined financial statements
based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying combined statement of net assets acquired and to be acquired
and the related combined statement of revenues and operating expenses of the
Centers were prepared solely to provide information about the net assets
acquired and to be acquired and the revenues and operating expenses of the
Centers and are not intended to be a complete presentation of the financial
position and results of operations of the Centers in accordance with accounting
principles generally accepted in the United States of America.
In our opinion, the accompanying combined financial statements present fairly,
in all material respects, the net assets acquired and to be acquired of the
Centers as of December 31, 1999, and the combined revenues and operating
expenses of the Centers for the year then ended, pursuant to the sale of a
majority ownership interest in the Centers to AmSurg Corp. under the purchase
agreements described in Note 1(b), in conformity with accounting principles
generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
October 25, 2000
3
<PAGE> 4
PRG SURGERY CENTERS (A DIVISION OF PHYSICIANS RESOURCE GROUP, INC.)
COMBINED STATEMENTS OF NET ASSETS ACQUIRED AND TO BE ACQUIRED
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
---------- ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Accounts receivable, net of contractual/uncollectible account
allowances of $3,007,513 and $2,851,479 (unaudited),
respectively ............................................. $3,103,620 $2,218,954
Supplies inventory .......................................... 354,219 266,995
Prepaid expenses ............................................ 96,831 104,508
---------- ----------
Total current assets ............................... 3,554,670 2,590,457
Property and equipment, net (note 2) ............................. 1,342,235 1,127,058
---------- ----------
Total assets ....................................... 4,896,905 3,717,515
---------- ----------
LIABILITIES
Current liabilities:
Accounts payable ............................................ 364,380 390,443
Accrued salaries and benefits ............................... 138,754 62,884
Other accrued liabilities ................................... 35,327 32,185
---------- ----------
Total current liabilities .......................... 538,461 485,512
---------- ----------
Commitments (note 3)
Net assets acquired and to be acquired ............. $4,358,444 $3,232,003
========== ==========
</TABLE>
See accompanying notes to the combined financial statements.
4
<PAGE> 5
PRG SURGERY CENTERS (A DIVISION OF PHYSICIANS RESOURCE GROUP, INC.)
COMBINED STATEMENTS OF REVENUES AND OPERATING EXPENSES
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, JUNE 30, JUNE 30,
1999 1999 2000
----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
Revenues ............................... $26,320,407 $13,123,372 $11,024,692
Operating expenses:
Salaries and benefits ............. 5,548,236 2,609,606 2,028,793
Medical supply and drug expense ... 5,389,674 2,700,742 2,337,029
Other operating expenses .......... 3,185,212 1,510,205 1,702,600
Depreciation and amortization ..... 3,367,887 1,507,870 1,183,053
----------- ----------- -----------
Total operating expenses ...... 17,491,009 8,328,423 7,251,475
----------- ----------- -----------
Revenues in excess of operating
expenses .................... $ 8,829,398 $ 4,794,949 $ 3,773,217
=========== =========== ===========
</TABLE>
See accompanying notes to the combined financial statements.
5
<PAGE> 6
PRG SURGERY CENTERS (A DIVISION OF PHYSICIANS RESOURCE GROUP, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999, SIX MONTHS ENDED JUNE 30, 1999 (UNAUDITED)
AND SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. ORGANIZATION AND NATURE OF OPERATIONS
PRG Surgery Centers (the "Centers"), a division of Physicians Resource
Group, Inc. ("PRG") consists of nine physician practice-based ophthalmology
surgery centers in Las Vegas, Nevada (two centers), Dothan, Alabama, Glendale,
California, Sarasota, Florida, Ft. Lauderdale, Florida, Coral Gables, Florida,
New Orleans, Louisiana and Jackson, Tennessee.
B. BASIS OF PRESENTATION
On January 31, 2000, PRG entered into an Acquisition Agreement (the
"Agreement") with AmSurg Corp. ("AmSurg") for the sale of a majority ownership
interest in the net assets of up to eleven ophthalmology surgery centers
majority owned by PRG. Of the eleven surgery centers included in the Agreement,
majority ownership interests in three have been purchased by AmSurg through
wholly-owned subsidiaries. Under separate agreements, AmSurg purchased, through
wholly-owned subsidiaries, from PRG majority ownership interests in the net
assets of two additional surgery centers. These acquisitions are summarized
below.
<TABLE>
<CAPTION>
OWNERSHIP INTEREST
LOCATION EFFECTIVE DATE ACQUIRED BY AMSURG
-------- -------------- ------------------
<S> <C> <C>
Las Vegas, Nevada December 24, 1999 65%
Glendale, California January 21, 2000 51%
Las Vegas, Nevada May 19, 2000 51%
New Orleans, Louisiana July 1, 2000 60%
Dothan, Alabama August 1, 2000 55%
</TABLE>
Under the terms of the Agreement, future transactions whereby AmSurg
would acquire 51% majority ownership interests in three additional centers
located in Sarasota, Florida, Ft. Lauderdale, Florida and Jackson, Tennessee are
deemed probable. An additional proposed acquisition of a 51% majority ownership
interest in a PRG surgery center in Coral Gables, Florida not specifically
identified in but permitted by the Agreement is also deemed probable. The assets
and liabilities of the Centers acquired or assumed by AmSurg and the related
revenues and operating expenses are excluded from the accompanying financial
statements as of the date the Centers were sold to AmSurg.
Under the terms of the purchase agreements noted above, AmSurg has
purchased and may continue to purchase a controlling interest in only certain
separately identifiable net assets directly related to the specified surgery
centers. In certain instances, the historical financial statements and
underlying transactions of PRG include the assets, liabilities and equity and
operations of its ophthalmology surgery centers in combination with the
associated physician practices, which were also majority owned or managed by
PRG. Typically, the PRG surgery center and the physician practice affiliated
with the surgery center shared the physical facilities in which they were based
as well as certain personnel and other administrative costs. Accordingly, in
lieu of a complete statement of financial position and statement of operations,
a combined statement of net assets acquired and to be acquired and a statement
of revenues and operating expenses of the Centers is presented. Such combined
statements reflect only those assets and liabilities acquired or assumed
relative to the Centers acquired and to be acquired in the above referenced
agreements. Certain other assets and liabilities of the Centers (e.g. income
taxes) as well as the impact of corporate level functions performed by PRG such
as treasury, finance or legal are not reflected in the accompanying financial
statements as they are not part of the purchase agreements. Information on the
Centers' operating, investing and financing cash flows is not presented as such
information is not available.
The accompanying financial statements were prepared to comply with the
rules and regulations of the Securities and Exchange Commission in lieu of the
full financial statements required by Rule 3-05 and are not necessarily
indicative of the net assets and revenues and operating expenses of the Centers
in the future or what the financial position and results of operations would
have been had the Centers been operated as separate, independent entities during
the periods presented.
6
<PAGE> 7
PRG SURGERY CENTERS
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
C. REVENUE RECOGNITION
Revenues consist of amounts billed for the use of the Centers'
facilities billed directly to the patient or third-party payer. Revenues are
reported at the estimated net realizable amounts from patients, third-party
payers and others, including Medicare and Medicaid. Such revenues are recognized
as the related services are performed. Contractual adjustments resulting from
agreements with various organizations to provide services for amounts which
differ from billed charges are recorded as deductions from patient service
revenues. Amounts that are subsequently determined to be uncollectible are
charged against the allowance for uncollectible accounts.
D. PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation for leasehold
improvements is recognized under the straight-line method over the remaining
term of the lease plus renewal options. Depreciation for equipment and furniture
and fixtures is recognized over useful lives of three to seven years.
E. AMORTIZATION OF INTANGIBLE ASSETS
The excess of cost over net assets acquired, based on the historical
purchase price of PRG's acquisition of its ownership interests in the Centers,
is amortized over 25 years.
F. 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 these estimates.
G. UNAUDITED INTERIM INFORMATION
The unaudited interim financial statements include all adjustments,
consisting only of normal recurring adjustments, which management considers
necessary for a fair presentation of the net assets acquired and to be acquired
and the revenues and operating expenses of the Centers. The revenues and
operating expenses for the six months ended June 30, 1999 and 2000 are not
necessarily indicative of the results that may be expected for a full year.
(2) PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1999 and June 30, 2000 are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1999 2000
----------- -----------
(UNAUDITED)
<S> <C> <C>
Leasehold improvements ............. $ 542,667 $ 564,667
Medical and office equipment ....... 3,721,689 3,531,852
----------- -----------
Total cost ................ 4,264,356 4,096,519
Accumulated depreciation ........... (2,922,121) (2,969,461)
----------- -----------
Property and equipment, net $ 1,342,235 $ 1,127,058
=========== ===========
</TABLE>
7
<PAGE> 8
PRG SURGERY CENTERS
NOTES TO COMBINED FINANCIAL STATEMENTS, CONTINUED
(3) LEASES
The Centers operate under facilities and medical equipment leases that
expire between August 2000 and June 2005. Future minimum lease payments at
December 31, 1999 are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------
<S> <C>
2000 .................................. $ 871,857
2001 .................................. 828,640
2002 .................................. 686,240
2003 .................................. 604,511
2004 .................................. 394,359
Thereafter .............................. 142,476
----------
Total .................... $3,528,083
==========
</TABLE>
The Centers incurred rent expense for the year ended December 31, 1999,
and the six months ended June 30, 2000 (unaudited) of $754,384 and $459,907,
respectively.
8
<PAGE> 9
AMSURG CORP.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION BASIS OF PRESENTATION
The unaudited pro forma combined statements of earnings of AmSurg Corp.
("AmSurg") for the year ended December 31, 1999 and six months ended June 30,
2000, are presented to show the effects of the acquisitions and probable
acquisitions of the majority interest in the net assets of PRG Surgery Centers
(the "Centers"), a division of Physicians Resource Group, Inc. ("PRG") as if
they had occurred on January 1, 1999. The unaudited pro forma combined balance
sheet reflects the pro forma balance sheet of AmSurg as if the acquired
interests in surgery centers occurring subsequent to June 30, 2000, and the
acquired assets and assumed liabilities of probable acquisitions had occurred as
of June 30, 2000. The pro forma information is based on the historical financial
statements of AmSurg and the acquired centers, giving effect to the acquisition
under the purchase method of accounting and the assumptions and adjustments in
the accompanying notes to the pro forma consolidated financial information. The
allocation of the purchase price is preliminary, but management does not believe
it will change materially. The results of operations for the two surgery centers
in Las Vegas, Nevada and one in Glendale, California are included in the AmSurg
historical results for the six months ended June 30, 2000 from the effective
date of their acquisition. Accordingly, their results of operations are not a
part of the Centers results of operations subsequent to their acquisition dates.
The unaudited pro forma financial information does not purport to
represent what AmSurg's results of operations would actually have been had the
transactions and probable transactions in fact occurred on the dates indicated
above, nor to project AmSurg's financial position or results of operations for
any future date or period. In the opinion of AmSurg's management, all
adjustments necessary for a fair presentation have been made. This unaudited pro
forma financial information should be read in conjunction with the accompanying
notes and the consolidated financial statements of AmSurg Corp. and the related
notes included in AmSurg's 1999 Annual Report on Form 10-K and Quarterly Report
on Form 10-Q for the quarter ended June 30, 2000.
9
<PAGE> 10
AMSURG CORP.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 2000
(All amounts expressed in thousands)
<TABLE>
<CAPTION>
PRG PRO-FORMA
SURGERY PRO-FORMA COMBINED
HISTORICAL CENTERS ADJUSTMENTS TOTALS
---------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Current Assets:
Cash and cash equivalents ............... $ 9,523 $ -- $ -- $ 9,523
Accounts receivable, net ................ 17,462 2,219 -- 19,681
Supplies ................................ 2,077 267 -- 2,344
Deferred income taxes ................... 590 -- -- 590
Prepaid and other current assets ........ 1,608 105 -- 1,713
--------- ------- -------- ---------
Total current assets ................... 31,260 2,591 -- 33,851
Long-term receivables and deposits ......... 2,036 -- -- 2,036
Property and equipment, net ................ 27,995 1,127 -- 29,122
Intangible assets .......................... 76,577 -- 24,858(1) 101,435
--------- ------- -------- ---------
Total assets ........................... $ 137,868 $ 3,718 $ 24,858 $ 166,444
========= ======= ======== =========
Current Liabilities:
Notes payable ........................... $ 1,238 $ -- $ -- $ 1,238
Current portion of long-term debt ....... 1,809 -- 1,809
Accounts payable ........................ 1,915 391 -- 2,306
Accrued salaries and benefits ........... 2,204 63 -- 2,267
Other accrued liabilities ............... 2,594 32 -- 2,626
Current income taxes payable ............ 471 -- -- 471
--------- ------- -------- ---------
Total current liabilities ............. 10,231 486 -- 10,717
Long-term debt ............................. 34,901 -- 26,591(2) 61,492
Deferred income tax ........................ 2,670 -- -- 2,670
Minority interests ......................... 17,358 -- 1,499(3) 18,857
Shareholder's equity:
Common Stock ............................ 62,922 -- -- 62,922
Retained earnings ....................... 9,786 -- -- 9,786
--------- ------- -------- ---------
Total shareholders' equity ............ 72,708 -- -- 72,708
--------- ------- -------- ---------
Total liabilities and shareholders'
equity .............................. $ 137,868 $ 486 $ 28,090 $ 166,444
========= ======= ======== =========
</TABLE>
10
<PAGE> 11
AMSURG CORP.
UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(All amounts expressed in thousands, except per share data)
<TABLE>
<CAPTION>
PRG PRO-FORMA
SURGERY PRO-FORMA COMBINED
HISTORICAL CENTERS ADJUSTMENTS TOTALS
---------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues ................................... $ 101,446 $26,320 $ -- $ 127,766
Operating expenses:
Salaries and benefits ................... 27,895 5,548 594 (5) 34,037
Other operating expenses ................ 34,268 8,575 -- 42,843
Depreciation and amortization ........... 7,290 3,368 (894)(6) 9,764
Net gain on sale of assets .............. (25) -- -- (25)
--------- ------- -------- ---------
Total operating expenses ............ 69,428 17,491 (300) 86,619
--------- ------- -------- ---------
Operating income .................... 32,018 8,829 300 41,147
Minority interest .......................... 19,431 -- 5,055 (3) 24,486
Interest expense, net of interest income ... 1,122 -- 3,216 (7) 4,338
--------- ------- -------- ---------
Earnings before income taxes ........ 11,465 8,829 (7,971) 12,323
Income tax expense ......................... 4,414 -- 330 (8) 4,744
--------- ------- -------- ---------
Net earnings before cumulative effect
of an accounting change .......... 7,051 8,829 (8,301) 7,579
Cumulative effect of an accounting change .. (126) -- -- (126)
--------- ------- -------- ---------
Net earnings ........................ $ 6,925 $ 8,829 $ (8,301) $ 7,453
========= ======= ======== =========
Basic earnings per common share:
Before cumulative effect ................ $ 0.49 $ 0.53
Net earnings ............................ $ 0.48 $ 0.52
Diluted earnings per common share:
Before cumulative effect ................ $ 0.48 $ 0.51
Net earnings ............................ $ 0.47 $ 0.50
Weighted average number of shares and share
equivalents outstanding:
Basic ................................. 14,429 14,429
Diluted ............................... 14,778 14,778
</TABLE>
11
<PAGE> 12
AMSURG CORP.
UNAUDITED PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(All amounts expressed in thousands, except per share data)
<TABLE>
<CAPTION>
PRG PRO-FORMA
SURGERY PRO-FORMA COMBINED
HISTORICAL CENTERS ADJUSTMENTS TOTALS
---------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues ................................... $ 66,223 $11,025 $ (188)(4) $ 77,060
Operating expenses:
Salaries and benefits .................. 18,729 2,029 33 (5) 20,791
Other operating expenses ............... 21,234 4,040 -- 25,274
Depreciation and amortization .......... 4,617 1,183 (375)(6) 5,425
Net gain on sale of assets ............. -- -- -- --
--------- ------- -------- ---------
Total operating expenses ............ 44,580 7,252 (342) 51,490
--------- ------- -------- ---------
Operating income .................... 21,643 3,773 154 25,570
Minority interest .......................... 13,143 -- 2,153 (3) 15,296
Interest expense, net of interest income ... 1,625 -- 1,468 (7) 3,093
--------- ------- -------- ---------
Earnings before income taxes ........ 6,875 3,773 (3,467) 7,181
Income tax expense ......................... 2,647 -- 118 (8) 2,765
--------- ------- -------- ---------
Net earnings ........................ $ 4,228 $ 3,773 $ (3,585) $ 4,416
========= ======= ======== =========
Earnings per common share:
Basic .................................. $ 0.29 $ 0.30
Diluted ................................ $ 0.28 $ 0.30
Weighted average number of shares and share
equivalents outstanding:
Basic .................................. 14,559 14,559
Diluted ................................ 14,866 14,866
</TABLE>
12
<PAGE> 13
AMSURG CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The accompanying pro forma combined balance sheet reflects the pro
forma balance sheet of AmSurg as if the acquired interest in surgery centers
occurring subsequent to June 30, 2000, and the acquired assets and assumed
liabilities of probable acquisitions had occurred as of June 30, 2000. The
accompanying pro forma combined statements of earnings reflect the pro forma
results of AmSurg as if the acquired surgery centers and probable acquisitions
had been acquired on January 1, 1999. The results of operations for the two
surgery centers in Las Vegas, Nevada and one in Glendale, California are
included in the AmSurg historical results for the six months ended June 30, 2000
from the effective date of their acquisition. Accordingly, their results of
operations are not a part of PRG Surgery Centers subsequent to their acquisition
dates.
PRO FORMA ADJUSTMENTS
1. To reflect excess of cost over net assets acquired resulting
from acquisitions and probable acquisitions.
2. To reflect long-term debt used to finance acquisitions and
probable acquisitions.
3. To reflect minority owners' interests in net assets and
earnings of operations acquired and to be acquired.
4. To reflect the elimination of management fee income received
by AmSurg from PRG for management services provided by AmSurg
on behalf of acquired and to be acquired operations under a
management agreement between AmSurg and PRG effective January
1, 2000.
5. To reflect additional corporate salary costs as a result of an
increase in the number of centers owned.
6. To reflect a reduction in amortization of excess of cost over
net assets of purchased operations due to a reduction in the
value of excess of cost over net assets of purchased
operations, which results from AmSurg's purchase price
allocation in place of PRG's historical value of excess of
cost over net assets of purchased operations. The purchase
price allocation applied by AmSurg is as follows:
<TABLE>
<S> <C>
Fair value of net assets acquired .................... $ 3,027
Excess of cost over net assets of purchased operations 37,312
-------
Total purchase price .................. $40,339
=======
</TABLE>
7. To reflect interest expense on acquisition-related borrowings
based on AmSurg's incremental borrowing rate of 8% and 9.5%
for the periods ended December 31, 1999 and June 30, 2000,
respectively.
8. To record estimated additional federal and state income taxes
at a combined statutory rate 38.5% as a result of the
incremental increase in earnings before income taxes.
13
<PAGE> 14
AMSURG CORP.
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION, CONTINUED
The following information represents the minimum and maximum ranges in the pro
forma financial information, including the above adjustments, which would occur
for the possible combinations of probable acquisitions for the periods
presented. The minimum end of the range includes those surgery center
acquisitions consummated to date and the maximum end of the range includes all
surgery centers acquired and considered probable of acquisition:
<TABLE>
<CAPTION>
JUNE 30, 2000
-------------------
MINIMUM MAXIMUM
------- -------
<S> <C> <C>
Total current assets ................................ $ 32,251 $ 33,851
Total assets ........................................ 153,934 166,445
Long-term debt ...................................... 50,224 61,492
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
DECEMBER 31, 1999 JUNE 30, 2000
--------------------- -------------------
MINIMUM MAXIMUM MINIMUM MAXIMUM
--------- --------- -------- --------
<S> <C> <C> <C> <C>
Revenues ..................... $ 118,173 $ 127,766 $ 72,096 $ 77,060
Net earnings ................. $ 7,323 $ 7,453 $ 4,364 $ 4,416
Net earnings per common share:
Basic .................. $ 0.51 $ 0.52 $ 0.30 $ 0.30
Diluted ................ $ 0.50 $ 0.50 $ 0.29 $ 0.30
</TABLE>
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
AMSURG CORP.
Date: November 1, 2000 By: /s/ Claire M. Gulmi
----------------------------------------
CLAIRE M. GULMI
Senior Vice President and Chief
Financial Officer (Principal Financial
and Duly Authorized Officer)
15
