SECURITIES AND EXCHANGE COMMISSION
Date of Report (Date of earliest event reported): July 23, 2013 (July 23, 2013)
(Exact Name of Registrant as Specified in Charter)
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(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On July 23, 2013, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.
Item 7.01. Regulation FD Disclosure
On July 23, 2013, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.
Item 9.01. Financial Statements and Exhibits
(d) 99 Press release dated July 23, 2013
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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3
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INDEX TO EXHIBITS |
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Exhibit |
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Number |
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Description |
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99 |
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Press release dated July 23, 2013 |
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4
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Contact: |
Claire M. Gulmi |
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Executive Vice President and |
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Chief Financial Officer |
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(615) 665-1283 |
AMSURG REPORTS 14% GROWTH IN SECOND-QUARTER NET EARNINGS FROM
CONTINUING OPERATIONS PER DILUTED SHARE TO $0.58
INCREASES 2013 EPS GUIDANCE TO RANGE OF $2.17 TO $2.20
NASHVILLE, Tenn. ─ (July 23, 2013) ─ Christopher A. Holden, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced financial results for the second quarter ended June 30, 2013. Revenues increased 17% for the quarter to $269.3 million from $230.3 million for the second quarter of 2012. Net earnings from continuing operations attributable to AmSurg common shareholders rose 16% to $18.6 million for the second quarter of 2013 compared with $16.1 million for the second quarter of 2012, while increasing 14% to $0.58 per diluted share from $0.51 per diluted share.
Revenues for the first six months of 2013 were $529.4 million, up 15% from $459.2 million for the first six months of 2012. Net earnings from continuing operations attributable to AmSurg common shareholders increased 15% for the latest six months to $36.4 million from $31.6 million for the first half of last year, while increasing 14% to $1.14 per diluted share from $1.00 per diluted share. Results for the first six months of 2013 include a pre-tax gain of $2.2 million, or $0.04 per diluted share, related to the deconsolidation of a surgery center that AmSurg contributed to a newly formed joint venture with a hospital system partner. Excluding this gain, net earnings from continuing operations per diluted share attributable to AmSurg common shareholders increased 10% to $1.10 per diluted share for the first six months of 2013.
Mr. Holden said, “AmSurg produced significant growth in revenues and earnings for the second quarter of 2013. We attribute this growth in our seasonally strongest quarter primarily to the 17 centers we acquired in 2012, which have performed well. Our same-center revenues for the quarter were even with the second quarter of 2012, reflecting the impact of the reduction in workers’ compensation reimbursement by the State of California and sequestration. This impact more than offset the benefits from having one additional business day in the latest quarter compared with the second quarter last year. Nonetheless, we are pleased with our earnings growth for the second quarter, given the workers’ compensation reimbursement reduction, sequestration and the increased interest expense related to our debt offering in the fourth quarter of 2012.
“AmSurg completed the acquisition of two centers during the second quarter to bring our total centers in operation to 243 at the end of the quarter. We also completed the second quarter with five centers under letter of intent. We believe the acquisition environment remains
AMSG Reports Second-Quarter Results
Page 2
July 23, 2013
favorable in the fragmented freestanding ambulatory surgery center industry, and we are confident of meeting our acquisition objectives for the year.
“We are also well positioned to fund our acquisition strategy. In addition to continued substantial operating cash flows for the second quarter, we had availability of $215 million under our revolving credit facility at June 30, 2013. Also at the quarter’s end, our ratio of total debt to trailing 12 months EBITDA as calculated under our credit agreement was 3.1. During the second quarter, we amended our revolving credit facility to extend the maturity of the facility to June 2018 and to reduce the interest rate payable on amounts outstanding under the facility by approximately 25 to 50 basis points based on the Company’s leverage ratio as defined under the credit agreement. We expect the amendment to reduce interest expense by approximately $0.01 per diluted share for the remainder of 2013 and, depending on our leverage ratio, by $0.01 to $0.02 per diluted share on an annualized basis.
“For 2013, we expect our financial results to reflect increased interest expense of $0.19 per diluted share related to our debt offering in the fourth quarter of 2012, net of the positive impact from the amendment to the credit agreement; reductions by the State of California in workers’ compensation reimbursement that have a negative impact on 2013 same-center revenues of approximately 100 basis points and that total $0.06 per diluted share, spread relatively evenly through the year; and the impact of sequestration, which we expect to total $0.05 per diluted share for the year. We further note that the third quarter is seasonally the weakest quarter of the year. Due to our second-quarter financial performance and our expectations for the second half of 2013, we are increasing our financial guidance for 2013 earnings per share, affirming our existing guidance for the other annual metrics and announcing our guidance for the third quarter of 2013, as follows:
· Revenues in a range of $1.06 billion to $1.09 billion.
· Same-center revenue increase of 0% to 1%.
· Center acquisitions that generate annualized operating income in a range of $25 million to $29 million.
· Net cash flow provided by operating activities, less distributions to noncontrolling interests, in a range of $140 million to $150 million.
· Net earnings from continuing operations per diluted share attributable to common shareholders in a range of $2.17 to $2.20, excluding the impact of the deconsolidation gain, compared with the previous range of $2.13 to $2.18, excluding the impact of the deconsolidation gain.
· For the third quarter of 2013, net earnings from continuing operations per diluted share attributable to common shareholders in a range of $0.51 to $0.53.”
The information contained in the preceding paragraphs, including information regarding the Company’s acquisition plans and financial results for future periods, is forward-looking information. Forward-looking information involves known and unknown risks and uncertainties as described below. There can be no assurance that AmSurg will be successful in acquiring the surgery centers described above and the attainment of the financial targets set forth in this press release is dependent on the assumptions described above. The Company’s actual results and
AMSG Reports Second-Quarter Results
Page 3
July 23, 2013
performance could differ materially from those expressed or implied by the forward-looking information contained in this press release.
Mr. Holden concluded, “Our ability to increase our earnings guidance for 2013 reflects the strength of our disciplined acquisition strategy and our colleagues’ ability to integrate acquisitions successfully. These skills support our confidence in AmSurg’s long-term growth prospects, as the largest owner and operator of freestanding ambulatory surgery centers in the country. We will continue to leverage our scale and our core commitment to being our physician partners’ provider of choice to serve increasing market demand for high quality, cost effective procedures driven by strong demographic trends and expanded access to healthcare. As we anniversary the reimbursement and funding cost headwinds affecting our results for 2013, we expect to be positioned to produce strong growth in the coming year.”
AmSurg Corp. will hold a conference call to discuss this release tomorrow, July 24, 2013, at 9:00 a.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” or by going to www.earnings.com at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days.
This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: the risk that payments from third-party payors, including government healthcare programs, may decrease or not increase as the Company’s costs increase; adverse developments affecting the medical practices of the Company’s physician partners; the Company’s ability to maintain favorable relations with its physician partners; the Company’s ability to compete for physician partners, managed care contracts, patients and strategic relationships; the Company’s ability to acquire and develop additional surgery centers on favorable terms; the Company’s ability to grow revenues by increasing procedure volume while maintaining its operating margins and profitability at its existing centers; the Company’s ability to manage the growth in its business; the Company’s ability to obtain sufficient capital resources to complete acquisitions and develop new surgery centers; the Company’s ability to generate sufficient cash to service all of its indebtedness; adverse weather and other factors beyond the Company’s control that may affect the Company’s surgery centers; the Company’s failure to comply with applicable laws and regulations; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the Company; the risk of becoming subject to federal and state investigation; uncertainties regarding the impact of the Health Reform Law; the risk of regulatory changes that may obligate the Company to buy out interests of physicians who are minority owners of its surgery centers; potential liabilities associated with the Company’s status as a general partner of limited partnerships; liabilities for claims brought against our facilities; the Company’s legal responsibility to minority owners of its surgery centers, which may conflict with its interests and prevent it from acting solely in its best interests; risks associated with the potential write-off of the impaired portion of intangible assets; potential liability relating to the tax deductibility of
AMSG Reports Second-Quarter Results
Page 4
July 23, 2013
goodwill; and other risk factors described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements.
AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At June 30, 2013, AmSurg owned and operated 243 centers.
AMSG Reports Second-Quarter Results
Page 5
July 23, 2013
AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(Dollars in thousands, except per share amounts)
-MORE-
AMSG Reports Second-Quarter Results
Page 6
July 23, 2013
AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(Dollars in thousands)
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For the Three Months |
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For the Six Months |
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Ended June 30, |
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Ended June 30, |
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Operating Data: |
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2013 |
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2012 |
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2013 |
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2012 |
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Continuing centers in operation at end of period (consolidated) |
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239 |
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224 |
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239 |
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224 |
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Continuing centers in operation at end of period (unconsolidated) |
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4 |
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2 |
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4 |
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2 |
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Average number of continuing centers in operation (consolidated) |
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238 |
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223 |
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238 |
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223 |
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New centers added during the period |
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2 |
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1 |
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2 |
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2 |
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Centers discontinued during the period |
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- |
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- |
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- |
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2 |
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Centers under letter of intent at end of period |
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5 |
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7 |
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5 |
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7 |
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Average revenue per consolidated center |
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$ |
1,131 |
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$ |
1,031 |
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$ |
2,225 |
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$ |
2,061 |
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Same center revenues increase (decrease) |
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0% |
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3% |
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(1%) |
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4% |
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Procedures performed during the period at consolidated centers |
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418,952 |
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382,587 |
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813,265 |
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762,041 |
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Income tax expense attributable to noncontrolling interests |
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$ |
182 |
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$ |
199 |
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$ |
368 |
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$ |
397 |
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Reconciliation of net earnings to EBITDA (1): |
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Net earnings from continuing operations attributable to AmSurg Corp. common shareholders |
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$ |
18,563 |
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$ |
16,060 |
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$ |
36,374 |
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$ |
31,614 |
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Add: income tax expense |
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12,817 |
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11,162 |
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25,132 |
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21,978 |
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Add: interest expense, net |
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7,513 |
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4,158 |
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15,057 |
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8,425 |
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Add: depreciation and amortization |
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8,187 |
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7,429 |
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16,269 |
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14,770 |
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EBITDA |
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$ |
47,080 |
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$ |
38,809 |
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$ |
92,832 |
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$ |
76,787 |
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(1) EBITDA is defined as earnings before interest, income taxes and depreciation and amortization. EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA is an analytical indicator used by management and the health care industry to evaluate company performance, allocate resources and measure leverage and debt service capacity. EBITDA should not be considered in isolation or as an alternative to net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, EBITDA as presented may not be comparable to other similarly titled measures of other companies. Net earnings from continuing operations attributable to AmSurg Corp. common shareholders is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most comparable to EBITDA as defined.
-MORE-
AMSG Reports Second-Quarter Results
Page 7
July 23, 2013
AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(Dollars in thousands)
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June 30, |
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December 31, |
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Balance Sheet Data: |
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2013 |
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2012 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
39,923 |
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$ |
46,398 |
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Accounts receivable, net of allowance of $25,571 and $22,379, respectively |
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105,305 |
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96,752 |
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Supplies inventory |
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18,253 |
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18,406 |
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Deferred income taxes |
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3,773 |
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3,088 |
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Prepaid and other current assets |
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29,333 |
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27,537 |
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Total current assets |
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196,587 |
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192,181 |
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Property and equipment, net |
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163,381 |
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166,612 |
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Investments in unconsolidated affiliates and long-term notes receivable |
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16,917 |
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11,274 |
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Goodwill |
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1,675,235 |
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1,652,002 |
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Intangible assets, net |
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22,588 |
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22,517 |
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Total assets |
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$ |
2,074,708 |
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$ |
2,044,586 |
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Liabilities and Equity |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
21,674 |
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$ |
17,407 |
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Accounts payable |
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20,932 |
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23,509 |
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Accrued salaries and benefits |
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26,136 |
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29,251 |
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Other accrued liabilities |
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9,747 |
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14,246 |
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Total current liabilities |
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78,489 |
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84,413 |
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Long-term debt |
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594,362 |
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620,705 |
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Deferred income taxes |
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155,904 |
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137,648 |
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Other long-term liabilities |
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27,388 |
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25,972 |
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Commitments and contingencies |
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Noncontrolling interests - redeemable |
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175,100 |
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175,382 |
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Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding |
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- |
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- |
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Equity: |
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Common stock, no par value, 70,000,000 shares authorized, 31,994,727 and 31,941,441 shares outstanding, respectively |
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176,671 |
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183,867 |
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Retained earnings |
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541,995 |
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505,621 |
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Total AmSurg Corp. equity |
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718,666 |
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689,488 |
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Noncontrolling interests - non-redeemable |
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324,799 |
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310,978 |
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Total equity |
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1,043,465 |
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1,000,466 |
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Total liabilities and equity |
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$ |
2,074,708 |
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$ |
2,044,586 |
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-MORE-
AMSG Reports Second-Quarter Results
Page 8
July 23, 2013
AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(Dollars in thousands)
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For the Three Months |
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For the Six Months |
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Ended June 30, |
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Ended June 30, |
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Statement of Cash Flow Data: |
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2013 |
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2012 |
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2013 |
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2012 |
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Cash flows from operating activities: |
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Net earnings |
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$ |
65,836 |
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$ |
55,545 |
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$ |
128,109 |
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$ |
110,484 |
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Adjustments to reconcile net earnings to net cash flows provided by operating activities: |
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Depreciation and amortization |
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8,187 |
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7,429 |
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16,269 |
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14,770 |
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Net loss on sale of long-lived assets |
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- |
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- |
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- |
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599 |
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Gain on deconsolidation |
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- |
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- |
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(2,237) |
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- |
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Share-based compensation |
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1,916 |
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1,620 |
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3,966 |
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3,412 |
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Excess tax benefit from share-based compensation |
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(922) |
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(450) |
|
|
(1,210) |
|
|
(529) |
||||||||||
|
|
|
Deferred income taxes |
|
|
6,400 |
|
|
4,666 |
|
|
19,329 |
|
|
13,388 |
||||||||||
|
|
|
Equity in earnings of unconsolidated affiliates |
|
|
(696) |
|
|
(316) |
|
|
(1,098) |
|
|
(711) |
||||||||||
|
|
|
Increase (decrease) in cash and cash equivalents, net of effects of acquisition and dispositions, due to changes in: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
Accounts receivable, net |
|
|
(3,516) |
|
|
4,054 |
|
|
(5,221) |
|
|
2,935 |
||||||||
|
|
|
|
|
Supplies inventory |
|
|
(119) |
|
|
156 |
|
|
(320) |
|
|
333 |
||||||||
|
|
|
|
|
Prepaid and other current assets |
|
|
(2,074) |
|
|
302 |
|
|
(2,057) |
|
|
(331) |
||||||||
|
|
|
|
|
Accounts payable |
|
|
689 |
|
|
2,594 |
|
|
(2,351) |
|
|
901 |
||||||||
|
|
|
|
|
Accrued expenses and other liabilities |
|
|
1,946 |
|
|
(1,631) |
|
|
(2,155) |
|
|
(2,616) |
||||||||
|
|
|
|
|
Other, net |
|
|
1,038 |
|
|
510 |
|
|
1,526 |
|
|
989 |
||||||||
|
|
|
|
|
|
Net cash flows provided by operating activities |
|
|
78,685 |
|
|
74,479 |
|
|
152,550 |
|
|
143,624 |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Acquisition of interests in surgery centers and related transactions |
|
|
(18,094) |
|
|
(115) |
|
|
(18,346) |
|
|
(9,972) |
|||||||||||
|
|
Acquisition of property and equipment |
|
|
(6,362) |
|
|
(8,523) |
|
|
(12,472) |
|
|
(14,569) |
|||||||||||
|
|
Other |
|
|
55 |
|
|
- |
|
|
55 |
|
|
- |
|||||||||||
|
|
|
|
|
|
Net cash flows used in investing activities |
|
|
(24,401) |
|
|
(8,638) |
|
|
(30,763) |
|
|
(24,541) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Proceeds from long-term borrowings |
|
|
40,052 |
|
|
13,778 |
|
|
70,922 |
|
|
33,378 |
|||||||||||
|
|
Repayment on long-term borrowings |
|
|
(48,011) |
|
|
(41,640) |
|
|
(96,222) |
|
|
(72,517) |
|||||||||||
|
|
Distributions to noncontrolling interests |
|
|
(47,612) |
|
|
(43,750) |
|
|
(91,526) |
|
|
(82,759) |
|||||||||||
|
|
Proceeds from issuance of common stock upon exercise of stock options |
|
|
8,037 |
|
|
4,151 |
|
|
13,728 |
|
|
6,672 |
|||||||||||
|
|
Repurchase of common stock |
|
|
(9,406) |
|
|
(4,396) |
|
|
(26,164) |
|
|
(7,219) |
|||||||||||
|
|
Capital contributions and ownership transactions by noncontrolling interests |
|
|
377 |
|
|
650 |
|
|
936 |
|
|
1,519 |
|||||||||||
|
|
Excess tax benefit from share-based compensation |
|
|
922 |
|
|
450 |
|
|
1,210 |
|
|
529 |
|||||||||||
|
|
Financing cost incurred |
|
|
(1,133) |
|
|
(1,755) |
|
|
(1,146) |
|
|
(1,755) |
|||||||||||
|
|
|
|
|
|
Net cash flows used in financing activities |
|
|
(56,774) |
|
|
(72,512) |
|
|
(128,262) |
|
|
(122,152) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(2,490) |
|
|
(6,671) |
|
|
(6,475) |
|
|
(3,069) |
||||||||||||
|
Cash and cash equivalents, beginning of period |
|
|
42,413 |
|
|
44,320 |
|
|
46,398 |
|
|
40,718 |
||||||||||||
|
Cash and cash equivalents, end of period |
|
$ |
39,923 |
|
$ |
37,649 |
|
$ |
39,923 |
|
$ |
37,649 |
||||||||||||
|
Cash and cash equivalents, end of period |
|
$ |
43,908 |
|
$ |
(19,879) |
|
$ |
46,398 |
|
$ |
40,718 |
||||||||||||
-END-