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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2002

Commission File Number 000-22217

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)
     
Tennessee
(State or other jurisdiction of
incorporation or organization)
  62-1493316
(I.R.S. Employer
Identification No.)
     
20 Burton Hills Boulevard
Nashville, TN

(Address of principal executive offices)
  37215
(Zip code)

(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   X                     No       

     As of August 12, 2002 there were outstanding 20,492,730 shares of the Registrant’s Common Stock, no par value.

 


TABLE OF CONTENTS

Part I
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II
Item 1. Legal Proceedings.
Item 2. Changes in Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
Earnings Per Share
Section 906 Certification of the CEO
Section 906 Certification of the CFO


Table of Contents

Table of Contents to Form 10-Q for the Three Months Ended June 30, 2002

             
Part I             
    Item 1.   Financial Statements   1
             
    Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   8
             
  Item 3.   Quantitative and Qualitative Disclosures About Market Risk   14
             
Part II             
    Item 1.   Legal Proceedings   15
             
    Item 2.   Changes in Securities and Use of Proceeds   15
             
    Item 3.   Defaults Upon Senior Securities   15
             
    Item 4.   Submission of Matters to a Vote of Security Holders   15
             
    Item 5.   Other Information   15
             
    Item 6.   Exhibits and Reports on Form 8-K   15

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Table of Contents

Part I

Item 1. Financial Statements

AmSurg Corp.

Consolidated Balance Sheets
June 30, 2002 and December 31, 2001
(Dollars in thousands)
                     
        2002   2001
       
 
Assets
               
Current assets:
               
 
Cash and cash equivalents
  $ 11,774     $ 11,074  
 
Accounts receivable, net of bad debt allowance of $4,212 and $3,475, respectively
    28,760       28,069  
 
Supplies inventory
    3,316       3,298  
 
Deferred income taxes
    537       537  
 
Prepaid and other current assets
    6,063       5,030  
 
   
     
 
   
Total current assets
    50,450       48,008  
Long-term receivables and deposits
    3,294       3,069  
Property and equipment, net
    45,314       42,134  
Intangible assets, net
    160,518       148,172  
 
   
     
 
   
Total assets
  $ 259,576     $ 241,383  
 
   
     
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
 
Current portion of long-term debt
  $ 8,585     $ 2,900  
 
Accounts payable
    4,960       4,348  
 
Accrued salaries and benefits
    4,012       4,395  
 
Other accrued liabilities
    1,417       1,456  
 
   
     
 
   
Total current liabilities
    18,974       13,099  
Long-term debt
    4,520       12,685  
Deferred income taxes
    7,333       4,983  
Minority interest
    26,721       25,047  
Preferred stock, no par value, 5,000,000 shares authorized
           
Shareholders’ equity:
               
 
Common stock, no par value, 39,800,000 shares authorized, 20,447,413 and 20,116,892 shares outstanding, respectively
    157,011       151,812  
 
Retained earnings
    45,017       33,757  
 
   
     
 
   
Total shareholders’ equity
    202,028       185,569  
 
   
     
 
   
Total liabilities and shareholders’ equity
  $ 259,576     $ 241,383  
 
   
     
 

See accompanying notes to the consolidated financial statements.

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Table of Contents

Item 1. Financial Statements — (continued)

AmSurg Corp.

Consolidated Statements of Earnings
Three Months and Six Months Ended June 30, 2002 and 2001
(In thousands, except earnings per share)
                                     
        Three Months Ended   Six Months
        June 30,   Ended June 30,
       
 
        2002   2001   2002   2001
       
 
 
 
Revenues
  $ 61,713     $ 49,474     $ 120,003     $ 94,613  
Operating expenses:
                               
 
Salaries and benefits
    15,876       13,374       31,170       25,430  
 
Supply cost
    7,178       5,519       14,333       11,104  
 
Other operating expenses
    13,552       10,367       26,295       19,872  
 
Depreciation and amortization
    2,340       3,567       4,687       6,819  
 
   
     
     
     
 
   
Total operating expenses
    38,946       32,827       76,485       63,225  
 
   
     
     
     
 
   
Operating income
    22,767       16,647       43,518       31,388  
Minority interest
    12,685       9,876       24,132       18,421  
Interest expense, net of interest income
    269       589       619       2,310  
 
   
     
     
     
 
 
Earnings before income taxes
    9,813       6,182       18,767       10,657  
Income tax expense
    3,925       2,473       7,507       4,263  
 
   
     
     
     
 
 
Net earnings
  $ 5,888     $ 3,709     $ 11,260     $ 6,394  
 
   
     
     
     
 
Earnings per common share:
                               
 
Basic
  $ 0.29     $ 0.20     $ 0.56     $ 0.38  
 
Diluted
  $ 0.28     $ 0.19     $ 0.55     $ 0.36  
Weighted average number of shares and share equivalents outstanding:
                               
 
Basic
    20,375       18,912       20,258       16,831  
 
Diluted
    20,766       19,621       20,634       17,580  

See accompanying notes to the consolidated financial statements.

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Table of Contents

Item 1. Financial Statements — (continued)

AmSurg Corp.

Consolidated Statements of Cash Flows
Six Months Ended June 30, 2002 and 2001
(In thousands)
                         
            2002   2001
           
 
Cash flows from operating activities:
               
 
Net earnings
  $ 11,260     $ 6,394  
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
   
Minority interest
    24,132       18,421  
   
Distributions to minority partners
    (23,463 )     (18,632 )
   
Depreciation and amortization
    4,687       6,819  
   
Deferred income taxes
    2,350        
   
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in:
               
     
Accounts receivable, net
    (266 )     (378 )
     
Supplies inventory
    32       71  
     
Prepaid and other current assets
    1,638       180  
     
Accounts payable
    554       262  
     
Accrued expenses and other liabilities
    (422 )     1,297  
     
Other, net
    51       92  
 
   
     
 
       
Net cash flows provided by operating activities
    20,553       14,526  
Cash flows from investing activities:
               
 
Acquisition of interest in surgery centers
    (12,901 )     (34,528 )
 
Acquisition of property and equipment
    (7,414 )     (4,332 )
 
Increase in long-term receivables
    (225 )     (71 )
 
   
     
 
       
Net cash flows used in investing activities
    (20,540 )     (38,931 )
Cash flows from financing activities:
               
 
Proceeds from long-term borrowings
    12,519       30,461  
 
Repayment on long-term borrowings
    (15,274 )     (82,668 )
 
Net proceeds from issuance of common stock
    2,525       77,999  
 
Proceeds from capital contributions by minority partners
    919       2,593  
 
Financing cost incurred
    (2 )     (10 )
 
   
     
 
       
Net cash flows provided by financing activities
    687       28,375  
 
   
     
 
Net increase in cash and cash equivalents
    700       3,970  
Cash and cash equivalents, beginning of period
    11,074       7,688  
 
   
     
 
Cash and cash equivalents, end of period
  $ 11,774     $ 11,658  
 
   
     
 

See accompanying notes to the consolidated financial statements.

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Table of Contents

Item 1. Financial Statements — (continued)

AmSurg Corp.
Notes to the Consolidated Financial Statements

(1) Basis of Presentation

AmSurg Corp. (the “Company”), through its wholly owned subsidiaries, owns majority interests, primarily between 51% and 67%, in limited partnerships and limited liability companies (“LLCs”) which own and operate practice-based ambulatory surgery centers (“centers”). The Company also has majority ownership interests in other partnerships and LLCs formed to develop additional centers. The consolidated financial statements include the accounts of the Company and its subsidiaries and the majority owned limited partnerships and LLCs in which the Company is the general partner or member. Consolidation of such partnerships and LLCs is necessary as the Company has 51% or more of the financial interest, is the general partner or majority member with all the duties, rights and responsibilities thereof and is responsible for the day-to-day management of the partnership or LLC. The limited partner or minority member responsibilities are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they, as physician limited partners or members, are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All subsidiaries and minority owners are herein referred to as partnerships and partners, respectively.

These financial statements 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 2001 Annual Report on Form 10-K.

(2) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

The determination of contractual and bad debt allowances constitutes a significant estimate. Some of the factors considered by management in determining the amount of such allowances are the historical trends of the centers’ cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, relationships with payors and procedure statistics. Accordingly, at June 30, 2002 and December 31, 2001, net accounts receivable reflected allowances for contractual adjustments of $26.2 million and $25.0 million, respectively, and allowance for bad debt expense of $4.2 million and $3.5 million, respectively.

(3) Revenue Recognition

Center revenues consist of the billing for the use of the centers’ facilities (the “facility fee”) directly to the patient or third-party payor. Such revenues are recognized when the related surgical procedures are performed. The facility fee excludes any amounts billed for physicians’ services, which are billed separately by the physicians to the patient or third-party payor.

Revenues from centers are recognized on the date of service, net of estimated contractual allowances from third-party medical service payors including Medicare and Medicaid. During the six months ended June 30, 2002 and 2001, approximately 39% and 40%, respectively, of the Company’s revenues were derived from the provision of services to patients covered under Medicare and Medicaid. Concentration of credit risk with respect to other payors is limited due to the large number of such payors.

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Table of Contents

Item 1. Financial Statements — (continued)

AmSurg Corp.

Notes to the Consolidated Financial Statements – (continued)

(4) Intangible Assets

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” The provisions of SFAS No. 141 apply to all business combinations accounted for by the purchase method. SFAS No. 142 requires, that upon adoption, amortization of goodwill and indefinite life intangible assets will cease and instead, the carrying value of goodwill and indefinite life intangible assets will be evaluated for impairment at least on an annual basis; impairment of carrying value will be evaluated more frequently if certain indicators are encountered. Identifiable intangible assets with a determinable useful life will continue to be amortized over that period and reviewed for impairment in accordance with SFAS No. 144 (discussed below). SFAS No. 142 is effective for fiscal years beginning after December 15, 2001, except for goodwill and intangible assets acquired after June 30, 2001, which are subject immediately to the nonamortization provisions of this statement.

The Company fully adopted SFAS No. 142 on January 1, 2002, and accordingly, ceased to amortize goodwill. SFAS No. 142 requires that goodwill be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. The Company completed the first step of the transitional goodwill impairment test and has determined that no potential impairment exists. As a result, the Company has recognized no transitional impairment loss in fiscal year 2002 in connection with the adoption of SFAS No. 142.

Goodwill and other intangible assets at June 30, 2002 and December 31, 2001 consist of the following (in thousands):

                                                   
              June 30, 2002           December 31, 2001
     
 
              Accumulated                   Accumulated        
      Cost   Amortization   Net   Cost   Amortization   Net
     
 
 
 
 
 
Goodwill
  $ 176,879     $ 17,510     $ 159,369     $ 164,273     $ 17,510     $ 146,763  
Deferred financing cost
    1,019       720       299       1,017       558       459  
Agreements not to compete
    1,000       150       850       1,000       50       950  
 
   
     
     
     
     
     
 
 
Total intangible assets
  $ 178,898     $ 18,380     $ 160,518     $ 166,290     $ 18,118     $ 148,172  
 
   
     
     
     
     
     
 

Amortization of intangible assets was $131,000 and $1,536,000 in the three months ended June 30, 2002 and 2001, respectively, and $262,000 and $2,935,000 in the six months ended June 30, 2002 and 2001, respectively. Estimated annual amortization of amortizable intangible assets during the next five fiscal years is as follows (in thousands):

           
Year Ended        
December 31,        

       
2002 (remainder)
  $ 262  
2003
    337  
2004
    200  
2005
    200  
2006
    150  
 
   
 
 
Total estimated amortization of intangible assets
  $ 1,149  
 
   
 

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Table of Contents

Item 1. Financial Statements — (continued)

AmSurg Corp.

Notes to the Consolidated Financial Statements – (continued)

As required by SFAS No. 142, the results for periods prior to its adoption have not been restated. The following reconciles the reported net earnings per share to that which would have resulted had SFAS No. 142 been applied to the three-month and six-month periods ending June 30, 2001 (in thousands except per share):

                     
        Three Months   Six Months
        Ended   Ended
        June 30, 2001   June 30, 2001
       
 
Net earnings:
               
 
As reported
  $ 3,709     $ 6,394  
 
Goodwill amortization, net of income tax expense
    873       1,662  
 
   
     
 
   
As adjusted
  $ 4,582     $ 8,056  
 
   
     
 
Basic earnings per share:
               
 
As reported
  $ 0.20     $ 0.38  
 
As adjusted
  $ 0.24     $ 0.48  
Diluted earnings per share:
               
 
As reported
  $ 0.19     $ 0.36  
 
As adjusted
  $ 0.23     $ 0.46  

(5) Long-term Debt

At June 30, 2002, the Company had $6.0 million in borrowings under its revolving credit facility which permits the Company to borrow up to $100.0 million to finance its acquisitions and development projects at an interest rate equal to, at the Company’s option, the prime rate or LIBOR plus a spread of 1.5% to 3.0%, depending upon borrowing levels. The credit agreement also provides for a fee ranging between 0.375% to 0.50% of unused commitments based on borrowing levels and contains certain additional covenants. Amounts borrowed under the credit agreement are due in May 2003 and are reflected in current portion of long-term debt. The Company was in compliance with all covenants at June 30, 2002.

(6) Acquisitions and Other Transactions

In the six months ended June 30, 2002, the Company, through wholly owned subsidiaries and in separate transactions, acquired majority interests in two physician practice-based surgery centers.

In May 2002, the Department of Health and Human Services (“DHHS”) listed as a “discontinued action” the June 12, 1998 proposed rule that would update the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers. If implemented, the proposed rule would have reduced the rates paid for certain ambulatory surgery center procedures reimbursed by Medicare, including a number of endoscopy and ophthalmology procedures performed at our centers. Though this action has been discontinued, DHHS may propose a new rule at any time that could adversely impact surgery center reimbursement. Upon the announcement of the discontinuance of this proposed rule, the Company paid purchase price commitments of approximately $7.7 million that were contingent on certain outcomes or resolutions of DHHS’s proposed rule. At June 30, 2002, the Company had no contingent purchase price obligations.

In the six months ended June 30, 2002, the aggregate amount paid for acquisition transactions, including contingent purchase price obligations, was approximately $12.9 million, to which the Company assigned approximately $12.6 million to goodwill.

(7) Subsequent Events

In July 2002, the Company, through wholly owned subsidiaries and in separate transactions, acquired majority interests in two physician practice-based surgery centers for approximately $11.8 million.

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Table of Contents

Item 1. Financial Statements — (continued)

(8) Recent Accounting Pronouncements

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” issued in August 2001, supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,” and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” This statement retains certain requirements of SFAS No. 121 relating to the recognition and measurement of impairment of long-lived assets to be held and used. Additionally, this statement results in one accounting model, based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale and also addresses certain implementation issues related to SFAS No. 121, including th