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.
| 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
(Registrants 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 Registrants Common Stock, no par value.
Table of Contents to Form 10-Q for the Three Months Ended June 30, 2002
| Part I | ||||||
| Item 1. | Financial Statements | 1 | ||||
| Item 2. | Managements 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 |
i
Part I
Item 1. Financial Statements
AmSurg Corp.
| 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.
1
Item 1. Financial Statements (continued)
AmSurg Corp.
| 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.
2
Item 1. Financial Statements (continued)
AmSurg Corp.
| 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.
3
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 Companys 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 Companys 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.
4
Item 1. Financial Statements (continued)
AmSurg Corp.
(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 | |||
5
Item 1. Financial Statements (continued)
AmSurg Corp.
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 Companys 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 DHHSs 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.
6
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