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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, 2003

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 [  ]

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]

     As of August 13, 2003 there were outstanding 19,892,950 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
Item 4. Controls and Procedures
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.
Signature
EX-4 FIRST AMENDMENT TO RIGHTS AGREEMENT
EX-11 EARNINGS PER SHARE COMPUTATION
EX-31.1 RULE 13A-14(A) CERTIFICATION
EX-31.2 RULE 13A-14(A) CERTIFICATION
EX-32.1 SECTION 1350 CERTIFICATION
EX-32.2 SECTION 1350 CERTIFICATION


Table of Contents

Table of Contents to Form 10-Q for the Quarterly Period Ended June 30, 2003

             
Part I            
    Item 1.   Financial Statements   1
    Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   9
    Item 3.   Quantitative and Qualitative Disclosures About Market Risk   15
    Item 4.   Controls and Procedures   15
Part II            
    Item 1.   Legal Proceedings   16
    Item 2.   Changes in Securities and Use of Proceeds   16
    Item 3.   Defaults Upon Senior Securities   16
    Item 4.   Submission of Matters to a Vote of Security Holders   16
    Item 5.   Other Information   16
    Item 6.   Exhibits and Reports on Form 8-K   17
    Signature       18

i


Table of Contents

Part I

Item 1. Financial Statements

AmSurg Corp.
Consolidated Balance Sheets
June 30, 2003 (unaudited) and December 31, 2002
(Dollars in thousands)

                     
        2003   2002
       
 
Assets
               
Current assets:
               
 
Cash and cash equivalents
  $ 12,968     $ 13,320  
 
Accounts receivable, net of allowance of $4,794 and $3,986, respectively
    32,179       29,597  
 
Supplies inventory
    4,039       3,762  
 
Deferred income taxes
    797       797  
 
Prepaid and other current assets
    4,923       5,688  
 
   
     
 
   
Total current assets
    54,906       53,164  
Long-term receivables and deposits
    2,908       2,969  
Property and equipment, net
    52,005       48,862  
Intangible assets, net
    204,585       194,819  
 
   
     
 
   
Total assets
  $ 314,404     $ 299,814  
 
   
     
 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
 
Current portion of long-term debt
  $ 2,136     $ 2,407  
 
Accounts payable
    4,570       5,203  
 
Accrued salaries and benefits
    4,870       6,188  
 
Other accrued liabilities
    1,568       1,368  
 
Current income taxes payable
          584  
 
   
     
 
   
Total current liabilities
    13,144       15,750  
Long-term debt
    45,445       27,884  
Deferred income taxes
    12,617       9,947  
Minority interest
    31,864       29,869  
Preferred stock, no par value, 5,000,000 shares authorized
           
Shareholders’ equity:
               
 
Common stock, no par value, 39,800,000 shares authorized, 19,812,773 and 20,548,235 shares issued and outstanding, respectively
    139,215       158,585  
 
Retained earnings
    72,119       57,779  
 
   
     
 
   
Total shareholders’ equity
    211,334       216,364  
 
   
     
 
   
Total liabilities and shareholders’ equity
  $ 314,404     $ 299,814  
 
   
     
 

See accompanying notes to the unaudited consolidated financial statements.

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Table of Contents

Item 1.  Financial Statements — (continued)

AmSurg Corp.
Consolidated Statements of Earnings (unaudited)
Three Months and Six Months Ended June 30, 2003 and 2002
(In thousands, except earnings per common share
)

                                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,
       
 
        2003   2002   2003   2002
       
 
 
 
Revenues
  $ 74,247     $ 61,713     $ 145,307     $ 120,003  
Operating expenses:
                               
 
Salaries and benefits
    19,397       15,876       37,872       31,170  
 
Supply cost
    8,597       7,178       16,907       14,333  
 
Other operating expenses
    15,359       13,552       30,460       26,295  
 
Depreciation and amortization
    3,009       2,340       5,701       4,687  
 
   
     
     
     
 
   
Total operating expenses
    46,362       38,946       90,940       76,485  
 
   
     
     
     
 
   
Operating income
    27,885       22,767       54,367       43,518  
Minority interest
    15,223       12,685       29,736       24,132  
Interest expense, net of interest income
    433       269       732       619  
 
   
     
     
     
 
 
Earnings before income taxes
    12,229       9,813       23,899       18,767  
Income tax expense
    4,892       3,925       9,559       7,507  
 
   
     
     
     
 
 
Net earnings
  $ 7,337     $ 5,888     $ 14,340     $ 11,260  
 
   
     
     
     
 
Earnings per common share:
                               
 
Basic
  $ 0.37     $ 0.29     $ 0.71     $ 0.56  
 
Diluted
  $ 0.36     $ 0.28     $ 0.70     $ 0.55  
Weighted average number of shares and share equivalents outstanding:
                               
 
Basic
    19,848       20,375       20,202       20,258  
 
Diluted
    20,164       20,766       20,468       20,634  

See accompanying notes to the unaudited consolidated financial statements.

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Table of Contents

Item 1.  Financial Statements — (continued)

AmSurg Corp.
Consolidated Statements of Cash Flows (unaudited)
Six Months Ended June 30, 2003 and 2002
(In thousands
)

                         
            Six Months Ended
            June 30,
           
            2003   2002
           
 
Cash flows from operating activities:
               
 
Net earnings
  $ 14,340     $ 11,260  
 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
   
Minority interest
    29,736       24,132  
   
Distributions to minority partners
    (28,607 )     (23,463 )
   
Depreciation and amortization
    5,701       4,687  
   
Deferred income taxes
    2,670       2,350  
   
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in:
               
     
Accounts receivable, net
    (2,564 )     (266 )
     
Supplies inventory
    (243 )     32  
     
Prepaid and other current assets
    765       1,638  
     
Accounts payable
    (647 )     554  
     
Accrued expenses and other liabilities
    (1,095 )     (422 )
     
Other, net
    (41 )     51  
 
   
     
 
       
Net cash flows provided by operating activities
    20,015       20,553  
Cash flows from investing activities:
               
 
Acquisition of interest in surgery centers
    (9,730 )     (12,901 )
 
Acquisition of property and equipment
    (7,502 )     (7,414 )
 
(Increase) decrease in long-term receivables
    66       (225 )
 
   
     
 
       
Net cash flows used in investing activities
    (17,166 )     (20,540 )
Cash flows from financing activities:
               
 
Proceeds from long-term borrowings
    54,520       12,519  
 
Repayment on long-term borrowings
    (37,612 )     (15,274 )
 
Net proceeds from issuance of common stock
    1,141       2,525  
 
Repurchase of common stock
    (21,243 )      
 
Proceeds from capital contributions by minority partners
    486       919  
 
Financing cost incurred
    (493 )     (2 )
 
   
     
 
       
Net cash flows provided by (used in) financing activities
    (3,201 )     687  
 
   
     
 
Net increase (decrease) in cash and cash equivalents
    (352 )     700  
Cash and cash equivalents, beginning of period
    13,320       11,074  
 
   
     
 
Cash and cash equivalents, end of period
  $ 12,968     $ 11,774  
 
   
     
 

See accompanying notes to the unaudited consolidated financial statements.

3


Table of Contents

Item 1.  Financial Statements — (continued)

AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements

(1) Basis of Presentation

AmSurg Corp. (the “Company”), through its wholly owned subsidiaries, owns majority interests, primarily 51% and up to 67% in certain instances, 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 incurring 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 unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s 2002 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, net accounts receivable at June 30, 2003 and December 31, 2002, reflect allowances for contractual adjustments of $26,499,000 and $25,451,000, respectively, and allowances for bad debt expense of $4,794,000 and $3,986,000, 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, and in limited instances, billing for anesthesia services. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical 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 payors including Medicare and Medicaid. During the six months ended June 30, 2003 and 2002, approximately 41% and 39%, 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 Unaudited Consolidated Financial Statements — (continued)

(4) Stock-Based Compensation

The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. No stock-based employee compensation cost is reflected in net earnings for the three and six months ended June 30, 2003 and 2002. Disclosure in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” to reflect the pro forma earnings per share as if the fair value of all stock-based awards on the date of grant are recognized over the vesting period is presented below.

The estimated weighted average fair values of the options granted at the date of grant using the Black-Scholes option pricing model as promulgated by SFAS No. 123 during the three and six months ended June 30, 2003 were $6.65 and $6.16 per share, respectively, and $6.94 per share during the three and six months ended June 30, 2002. In applying the Black-Scholes model, the Company assumed no dividends, an expected life for the options of four years, a forfeiture rate of 15% and an average risk free interest rate of 2.6% and 3.0% for the three and six months ended June 30, 2003, respectively, and 4.1% for the three and six months ended June 30, 2002. The Company also assumed a volatility rate of 46% for the three and six months ended June 30, 2003 and 2002. Had the Company used the Black-Scholes estimates to determine compensation expense for the options granted in the three and six months ended June 30, 2003 and 2002, net earnings and net earnings per share attributable to common shareholders would have been reduced to the following pro forma amounts (in thousands, except per share amounts):

                                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
     
 
      2003   2002   2003   2002
     
 
 
 
Net earnings available to common shareholders:
                               
 
As reported
  $ 7,337     $ 5,888     $ 14,340     $ 11,260  
 
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects
    761       816       1,503       1,632  
 
 
   
     
     
     
 
 
Pro forma
  $ 6,576     $ 5,072     $ 12,837     $ 9,628  
 
   
     
     
     
 
Basic earnings per share available to common shareholders:
                               
 
As reported
  $ 0.37     $ 0.29     $ 0.71     $ 0.56  
 
Pro forma
  $ 0.33     $ 0.25     $ 0.64     $ 0.48  
Diluted earnings per share available to common shareholders:
                               
 
As reported
  $ 0.36     $ 0.28     $ 0.70     $ 0.55  
 
Pro forma
  $ 0.33     $ 0.24     $ 0.63     $ 0.47  

5


Table of Contents

Item 1.  Financial Statements — (continued)

AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements — (continued)

(5) Intangible Assets

Amortizable intangible assets at June 30, 2003 and December 31, 2002 consisted of the following (in thousands):

                                                   
      June 30, 2003   December 31, 2002
     
 
      Gross                   Gross                
      Carrying   Accumulated           Carrying   Accumulated        
      Amount   Amortization   Net   Amount   Amortization   Net
     
 
 
 
 
 
Deferred financing cost
  $ 1,519     $ 942     $ 577     $ 1,026     $ 881     $ 145  
Agreements not to compete
    1,000       350       650       1,000       250       750  
 
   
     
     
     
     
     
 
 
Total amortizable intangible assets
  $ 2,519     $ 1,292     $ 1,227     $ 2,026     $ 1,131     $ 895  
 
   
     
     
     
     
     
 

Estimated amortization of intangible assets for the remainder of 2003 and the following three years and thereafter is $163,000, $324,000, $323,000, $273,000 and $144,000, respectively.

The changes in the carrying amount of goodwill for the three and six months ended June 30, 2003 and 2002 are as follows (in thousands):

                                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,
     
 
      2003   2002   2003   2002
     
 
 
 
Balance, beginning of period
  $ 203,349     $ 147,553     $ 193,924     $ 146,763  
Goodwill acquired during period
    9       11,816       9,434       12,606  
 
   
     
     
     
 
 
Balance, end of period
  $ 203,358     $ 159,369     $ 203,358     $ 159,369  
 
   
     
     
     
 

(6) Long-term Debt

The Company’s revolving credit facility as amended on March 4, 2003 permits the Company to borrow up to $100,000,000 to finance its acquisitions and development projects and stock repurchase program at an interest rate equal to, at the Company’s option, the prime rate or LIBOR plus a spread of 1.0% to 2.25% or a combination thereof, provides for a fee of 0.50% of unused commitments, prohibits the payment of dividends and contains certain covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. At June 30, 2003, the Company had $42,500,000 outstanding under its revolving credit facility and was in compliance with all covenants.

(7) Shareholders’ Equity

In January 2003, the Company’s Board of Directors authorized a stock repurchase program which allows the Company to purchase up to $25,000,000 of its common stock through August 2004. As of June 30, 2003, the Company had purchased and retired 845,200 shares of the Company’s common stock at an aggregate purchase price of $21,243,000 under this program, which was funded primarily through borrowings under its credit facility.

(8) Acquisitions and Other Transactions

In the six months ended June 30, 2003, the Company, through a wholly owned subsidiary, acquired a majority interest in a physician practice-based surgery center. The amount paid for the acquisition and other acquisition costs was $9,730,000.

6


Table of Contents

Item 1.  Financial Statements — (continued)

AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements — (continued)

(9) Commitments and Contingencies

The Company and its partnerships and LLCs are insured with respect to medical malpractice risk on a claims-made basis. The Company also maintains insurance for general liability, director and officer liability and property. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies its officers and directors for actions taken on behalf of the Company and its partnerships and LLCs. Management is not aware of any claims against it or its partnerships or LLCs which would have a material effect on the Company’s consolidated financial position or consolidated results of operations.

The Company or its wholly owned subsidiaries, as general partners in the limited partnerships, are responsible for all debts incurred but unpaid by the partnership. As manager of the operations of the partnershi