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| AMSG > SEC Filings for AMSG > Form 8-K on 10-Aug-2009 | All Recent SEC Filings |
10-Aug-2009
Non-Reliance on Previous Financials, Audits or Interim Review
Effective January 1, 2009, the Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an Amendment of Accounting Research Bulletin No. 51." SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent's ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent's ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment. SFAS No. 160 generally requires the Company to clearly identify and present ownership interests in subsidiaries held by parties other than the Company in the consolidated financial statements within the equity section but separate from the Company's equity. It also requires the amounts of consolidated net income attributable to the Company and to the noncontrolling interests to be clearly identified and presented on the face of the consolidated statements of income; changes in ownership interests to be accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary to be measured at fair value. The implementation of SFAS No. 160 also results in the cash flow impact of certain transactions with noncontrolling interests being classified within financing activities. Such treatment is consistent with the view that under SFAS No. 160 transactions between the Company (or its subsidiaries) and noncontrolling interests are considered to be equity transactions.
The Company determined that, during the initial adoption of SFAS No. 160 in
the quarter ended March 31, 2009, it (i) incorrectly classified certain
noncontrolling interests in equity rather than outside of permanent equity in
its unaudited consolidated balance sheet and statement of changes in equity and
(ii) incorrectly included distributions to noncontrolling interests in cash
flows from operating activities rather than financing activities in its
unaudited consolidated statement of cash flows upon the adoption of SFAS No.
160. As a result of the retrospective application of the presentation and
disclosure requirements of SFAS No. 160, the Company's unaudited consolidated
balance sheet as of
March 31, 2009 and consolidated balance sheet as of December 31, 2008 and the
related unaudited consolidated statements of changes in equity and cash flows
for the periods ended March 31, 2009 and 2008 require restatement. While SFAS
No. 160 generally requires that noncontrolling interests be classified as
permanent equity, the majority of the Company's noncontrolling interests have
certain industry specific redemption features that are not solely within the
Company's control. These redemption features obligate the Company to purchase
the noncontrolling interests in substantially all of the Company's partnerships
in the event of a change in current law that would prohibit the noncontrolling
interests current form of ownership in ambulatory sugery centers. Therefore, the
classification of noncontrolling interests outside of permanent equity is
required. In addition, the Company will correct equity to combine deferred
compensation with common stock. The restatement will not affect total assets or
total liabilities and equity as of March 31, 2009, or the total net change in
cash and cash equivalents for the three months ended March 31, 2009 and 2008.
The restatement will have no impact on the Company's consolidated statements of
earnings or the related earnings per share amounts.
The Company will file, on August 10, 2009, an amended Quarterly Report on Form 10-Q for the three months ended March 31, 2009 to correct the errors described above.
Management and the Company's Audit Committee discussed these matters with the Company's independent registered public accounting firm.
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