0000895930-14-000052.txt : 20141104 0000895930-14-000052.hdr.sgml : 20141104 20141104160309 ACCESSION NUMBER: 0000895930-14-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20141104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141104 DATE AS OF CHANGE: 20141104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSURG CORP CENTRAL INDEX KEY: 0000895930 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 621493316 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36531 FILM NUMBER: 141193145 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD. STREET 2: SUITE 500 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 615-665-1283 MAIL ADDRESS: STREET 1: 20 BURTON HILLS BLVD. STREET 2: SUITE 500 CITY: NASHVILLE STATE: TN ZIP: 37215 8-K 1 amsg8k20141104.htm 8-K Form 8-K (9.30.14)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 4, 2014 (November 4, 2014)

AMSURG CORP.
(Exact Name of Registrant as Specified in its Charter)

Tennessee
001-36531
62-1493316
(State or Other Jurisdiction of Incorporation)
(Commission
 File Number)
(I.R.S. Employer
 Identification No.)
 
 
 
20 Burton Hills Boulevard
 
 
Nashville, Tennessee
 
37215
(Address of Principal
Executive Offices)
 
(Zip Code)

(615) 665-1283
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 November 4, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 31, 2014, David L. Manning, the current Executive Vice President and Chief Development Officer of the Company, will no longer be employed by the Company.

Item 7.01. Regulation FD Disclosure

On November 4, 2014, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.

Item 8.01. Other Events

Robert J. Coward, 50, has been named President - Physician Services and Chief Development Officer of the Company. Mr. Coward has served as President of Sheridan Healthcare since 2010. Mr. Coward served in several capacities with Sheridan Healthcare since 2000, including as Chief Operating Officer from 2008 to 2012, Chief Financial Officer from 2000 to 2010 and Senior Vice President of Operations from 2000 to 2008.

Phillip A. Clendenin, 49, has been named President - Ambulatory Services of the Company. Mr. Clendenin has served as the Company’s Executive Vice President of Operations since February 2013. Prior to assuming that position, Mr. Clendenin served as the Company’s Senior Vice President, Corporate Services from March 2009 to February 2013.

Item 9.01. Financial Statements and Exhibits

(d) 99 Press release dated November 4, 2014





SIGNATURES


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.

 
 
AMSURG CORP.
 
 
 
 
 
 
 
 
 
 
By:
/s/ Claire M. Gulmi
 
 
Claire M. Gulmi
 
 
 
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial and Duly Authorized Officer)

Date:    November 4, 2014





INDEX TO EXHIBITS

Exhibit
 
 
Number
 
Description
99
 
Press release dated November 4, 2014



EX-99 2 amsg8k20141104ex99.htm EXHIBIT 99 EX-99 (9.30.14)

 
Exhibit 99
Press Release
 
 
Contact:
Claire M. Gulmi
 
 
Executive Vice President and
 
 
Chief Financial Officer
 
 
(615) 665-1283

AMSURG REPORTS THIRD-QUARTER RESULTS

INCREASES 2014 EARNINGS GUIDANCE

ANNOUNCES CHANGES TO EXECUTIVE MANAGEMENT TEAM

NASHVILLE, Tenn. ─ (November 4, 2014) ─ Christopher A. Holden, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced financial results for the third quarter ended September 30, 2014. The Company’s results for the quarter included (see page 6 for a reconciliation of all GAAP and non-GAAP financial results):

Net revenues of $503.2 million, an increase of 91.3% from the third quarter of 2013;
Net loss from continuing operations attributable to AmSurg of $12.1 million; adjusted net earnings of $34.6 million, up 92.4%;
Net loss per share from continuing operations attributable to AmSurg of $0.23; adjusted net earnings per diluted share of $0.69, up 23.2% on higher diluted shares outstanding; and
Growth of 110.4% in adjusted EBITDA to $95.9 million.

Mr. Holden commented, “We are pleased with AmSurg’s performance for the third quarter, which produced better than expected financial results. In addition, the work to integrate the acquisition of Sheridan, which was completed July 16, 2014, has gone very well. The combination of Sheridan’s leadership position in outsourced physician services with AmSurg’s leadership in ambulatory services has been well-received in our markets and has generated a strong pipeline of cross-selling opportunities. In addition, we continue to have robust pipelines of potential acquisitions across our markets, and we are well-positioned financially to fund our growth strategies. We believe AmSurg represents an innovative and differentiated platform of services and expertise that is highly aligned with the transformation of the healthcare delivery system, including the industry-wide drive to improve quality and lower the costs of care and the development of integrated care systems as the market shifts to value-based payment arrangements.”

Ambulatory Services

Net revenues for Ambulatory Services increased 5.4% for the third quarter, to $277.3 million from $263.0 million for the third quarter of 2013. Same-center revenue grew 1.7% for the third quarter compared with the third quarter last year and has increased 0.6% for the first nine months of 2014. Adjusted EBITDA increased 5.1% to $47.9 million for the third quarter of 2014 from $45.6 million for the prior-year quarter, with adjusted EBITDA margin consistent for each quarter at 17.3%.

During the third quarter, the Ambulatory Services segment added four new ambulatory surgery centers through acquisition, including three centers acquired as part of the Sheridan transaction, two of which are consolidated and one of which is unconsolidated. The fourth acquired center is also unconsolidated. In addition, there were four center dispositions for the third quarter, which resulted in 243 centers in operation at the end of the quarter. Ambulatory Services also had eight centers under letter of intent at the end of the quarter, one of which has since been acquired, and one center under development that is expected to open in 2015.

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AMSG Reports Third-Quarter Results
 
 
Page 2
 
 
November 4, 2014
 
 
 
 
 



Physician Services

Net revenues for Physician Services were $225.9 million for the third quarter of 2014, and adjusted EBITDA was $48.0 million, or 21.3% of net revenues. These figures include results from the date of the Sheridan acquisition on July 16, 2014 through the end of the third quarter. For comparison purposes, and inclusive of 15 days of pre-acquisition activity, Physician Services produced an increase in net revenues of 15.8% for the full three months ended September 30, 2014 compared with the third quarter of 2013. This increase was comprised of 3.7% growth in same contract revenues, 0.9% growth in new contract revenues and 11.2% growth in acquisition revenues. Organic growth in net revenues totaled 5.5% for the full third quarter of 2014 and 7.3% for the first nine months of the year. Contributing to organic growth for the quarter, same contract revenues increased 5.1% and new contract revenues increased 0.4%. Same contract revenue growth was comprised of a 2.4% increase in patient encounters and a 2.7% increase in net revenue per patient encounter.

Yesterday, the Physician Services segment completed the acquisition of Desert Neonatology Associates, which provides neonatology services for Banner Health facilities within greater Phoenix, Arizona. This practice has a staff of six physicians and 30 neonatal nurse practitioners and represents Physician Services’ initial entry into the Phoenix market. In addition, a second acquisition has been completed since the end of the third quarter of a three-physician maternal fetal medicine practice located in southern Florida.

Liquidity

At the end of the third quarter of 2014, AmSurg had cash and cash equivalents of $194.1 million and availability of $300.0 million under its revolving credit facility. Net cash flows from operations, excluding distributions to noncontrolling interests and transaction-related costs of $38.4 million, were $113.4 million for the third quarter and $175.6 million for the first nine months of 2014. The Company’s ratio of total debt at the end of the quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 5.4.

Guidance

Based on the Company’s results for the third quarter and year to date, as well as its outlook for the remainder of 2014, AmSurg today is revising its financial and operating guidance for 2014 and establishing guidance for the fourth quarter of the year. The Company’s guidance for adjusted net earnings per diluted share from continuing operations attributable to common shareholders (“Adjusted EPS”) excludes transaction and severance costs related to acquisitions, acquisition-related amortization expense, gains or losses on deconsolidations and share-based compensation expense. The Company’s guidance is as follows:

Revenues in a range of $1.60 billion to $1.61 billion;
Same-center revenue increase of 1% for Ambulatory Services, 6% to 8% organic revenue growth in Physician Services;
Net cash flow provided by operating activities, less distributions to noncontrolling interests, in a range of $235 million to $245 million, excluding transaction costs;
Adjusted EPS in a range of $2.66 to $2.71; and
For the fourth quarter of 2014, Adjusted EPS in a range of $0.70 to $0.73.

The information contained in the preceding paragraphs, including information regarding the Company’s 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 attain the financial targets set forth in this press release. The Company’s

-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 3
 
 
November 4, 2014
 
 
 
 
 



actual results and performance could differ materially from those expressed or implied by the forward-looking information contained in this press release.

For the fourth quarter and full year of 2014, non-GAAP adjusted net earnings per diluted share from continuing operations exclude transaction and severance costs related to the acquisition of Sheridan, acquisition-related amortization expense, gains and losses on deconsolidation and share-based compensation expense, net of the tax impact thereon, the exact amount of which are not currently determinable but may be significant.  For that reason, the Company is unable to provide fourth quarter and full-year GAAP net earnings guidance.

Changes to Executive Management

Mr. Holden also today announced changes to the Company’s executive management as part of the integration of Sheridan. Phillip A. Clendenin, formerly the Executive Vice President - Operations of AmSurg, has been named President - Ambulatory Services. Robert Coward, formerly President of Sheridan, has been named President - Physician Services and Chief Development Officer for the Company. In addition, the Company announced that David L. Manning, Executive Vice President and Chief Development Officer of the Company, will be leaving the Company effective December 31, 2014.

Mr. Holden remarked, “David Manning, with his positive endorsement and support for the timing of his succession plan, will complete his extraordinary career at AmSurg at the end of the year. David has been a leader and the driving force in the success of AmSurg since his co-founding of the Company. We are grateful for all of David’s contributions to AmSurg during his many years of service to the Company.

“I also congratulate Phillip and Bob on their new responsibilities. Phillip has a long and successful background in healthcare, including as Senior Vice President of Corporate Services, Senior Vice President - Operations and Executive Vice President - Operations of AmSurg. We recently welcomed Bob to AmSurg as a result of the acquisition of Sheridan, where he has served as President since 2010. Prior to becoming President, Bob served Sheridan as Chief Financial Officer and as Senior Vice President of Operations or Chief Operating Officer since 2000. We look forward to the continuing contributions of these leaders in their new positions.”

Conference Call

AmSurg Corp. will hold a conference call to discuss this release today, November 4, 2014, at 5:00 p.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” 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.

Safe Harbor

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 costs increase; the potential loss of collections and revenue if the Company is unable to timely enroll providers in the Medicare and Medicaid programs; the Company’s ability to acquire and develop additional surgery centers and its ability to acquire or develop additional relationships with providers for outsourced physician services on favorable terms; the Company’s ability to compete for physician partners, managed care contracts, patients and strategic relationships; adverse developments affecting the medical practices of the Company’s physician partners and affiliated practices; the Company’s ability to maintain favorable

-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 4
 
 
November 4, 2014
 
 
 
 
 



relations with its physician partners, affiliated practices and clients; the Company’s ability to grow revenues by increasing procedure volume while maintaining operating margins and profitability within its existing centers and outsourced physician services operations; the Company’s ability to manage the growth in its business, successfully integrate and operate acquired businesses and achieve expected benefits from acquisitions; the Company’s ability to obtain sufficient capital resources to complete acquisitions and develop new surgery centers or operations related to its outsourced physician services; 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 its surgery centers or operations of its outsourced physician services; the Company’s failure to comply with applicable laws and regulations; the Company’s failure to effectively and timely transition to the ICD-10 coding system; 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; the risk from an unpredictable impact of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; the risk of regulatory changes that may obligate the Company to buy out interests of physicians who are minority owners of its surgery centers; the risk that non-competition agreements in place with the Company’s physicians or other clinical employees may not be enforceable; the risk of payment delays, forfeiture of payment or civil and criminal penalties related to failing to satisfy any notification and reapplication requirements for any acquired companies to maintain licensure, certification and other authorities to operate after an acquisition; potential liabilities associated with the Company’s status as a general partner of limited partnerships; liabilities for claims brought against the Company; the risk that the Company’s reserves established with respect to its losses covered under its insurance programs are not adequate; the Company’s legal responsibility to minority owners of its surgery centers, which may conflict with its interests and prevent the Company from acting solely in its best interests; potential write-offs of the impaired portion of intangible assets; and potential liabilities relating to the tax deductibility of goodwill; and other risk factors described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 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.

About AmSurg

AmSurg Corp. operates an Ambulatory Services business that acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. AmSurg also operates a Physician Services business that provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2014, AmSurg owns and operates 243 ASCs in 34 states and provides physician services in 25 states, employing more than 2,600 physicians and other healthcare professionals.


-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 5
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(In thousands, except earnings per share)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Statement of Operations Data:
2014
 
2013
 
2014
 
2013
Revenues
$
556,426

 
$
263,035

 
$
1,096,066

 
$
780,714

Provision for uncollectibles
(53,193
)
 

 
(53,193
)
 

Net revenue
503,233

 
263,035

 
1,042,873

 
780,714

Operating expenses:
 
 
 
 
 
 
 
Salaries and benefits
240,585

 
83,416

 
407,247

 
243,587

Supply cost
42,241

 
37,360

 
121,392

 
112,329

Other operating expenses
81,532

 
55,023

 
192,011

 
159,291

Transaction costs
25,102

 
110

 
28,681

 
285

Depreciation and amortization
20,866

 
8,239

 
37,620

 
24,152

Total operating expenses
410,326

 
184,148

 
786,951

 
539,644

Gain on deconsolidation

 

 
3,411

 
2,237

Equity in earnings of unconsolidated affiliates
2,158

 
1,095

 
3,461

 
2,193

Operating income
95,065

 
79,982

 
262,794

 
245,500

Interest expense, net
39,055

 
7,293

 
52,909

 
22,346

Debt extinguishment costs
16,887

 

 
16,887

 

Earnings from continuing operations before income taxes
39,123

 
72,689

 
192,998

 
223,154

Income tax expense
18

 
11,161

 
25,872

 
35,715

Net earnings from continuing operations
39,105

 
61,528

 
167,126

 
187,439

Net earnings (loss) from discontinued operations
(1,682
)
 
739

 
(1,417
)
 
2,937

Net earnings
37,423

 
62,267

 
165,709

 
190,376

Net earnings attributable to noncontrolling interests
47,257

 
45,496

 
139,387

 
137,231

Net earnings (loss) attributable to AmSurg Corp. shareholders
(9,834
)
 
16,771

 
26,322

 
53,145

Preferred stock dividends
(2,239
)
 

 
(2,239
)
 

Net earnings (loss) attributable to AmSurg Corp. common shareholders
$
(12,073
)
 
$
16,771

 
$
24,083

 
$
53,145

 
 
 
 
 
 
 
 
Amounts attributable to AmSurg Corp. common shareholders:
 
 
 
 
 
 
 
Earnings (loss) from continuing operations, net of income tax
$
(10,704
)
 
$
16,659

 
$
25,569

 
$
52,192

Discontinued operations, net of income tax
(1,369
)
 
112

 
(1,486
)
 
953

Net earnings (loss) attributable to AmSurg Corp. common shareholders
$
(12,073
)
 
$
16,771

 
$
24,083

 
$
53,145

Basic earnings (loss) per share attributable to AmSurg Corp. common shareholders:
 
 
 
 
 
 
Net earnings (loss) from continuing operations
$
(0.23
)
 
$
0.53

 
$
0.70

 
$
1.67

Net earnings (loss) from discontinued operations
(0.03
)
 

 
(0.04
)
 
0.03

Net earnings (loss)
$
(0.26
)
 
$
0.53

 
$
0.66

 
$
1.70

Diluted earnings (loss) per share attributable to AmSurg Corp. common shareholders:
 
 
 
 
 
 
Net earnings (loss) from continuing operations
$
(0.23
)
 
$
0.52

 
$
0.69

 
$
1.64

Net earnings (loss) from discontinued operations
(0.03
)
 

 
(0.04
)
 
0.03

Net earnings (loss)
$
(0.26
)
 
$
0.52

 
$
0.65

 
$
1.67

Weighted average number of shares and share equivalents outstanding:
 
 
 
 
 
 
 
Basic
46,320

 
31,376

 
36,620

 
31,267

Diluted
46,320

 
31,991

 
37,026

 
31,912




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AMSG Reports Third-Quarter Results
 
 
Page 6
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(In thousands, except earnings per share)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
Reconciliation of net earnings to Adjusted net earnings (1):
 
 
 
 
 
 
 
Net earnings (loss) attributable to AmSurg Corp. shareholders
$
(9,834
)
 
$
16,771

 
$
26,322

 
$
53,145

(Earnings) loss from discontinued operations
1,868

 
(600
)
 
2,067

 
(2,014
)
Amortization of purchased intangibles
9,969

 

 
9,969

 

Share-based compensation
2,424

 
2,104

 
7,388

 
6,070

Gain on deconsolidation

 

 
(3,411
)
 
(2,237
)
Transaction costs
25,102

 
110

 
28,681

 
285

Debt extinguishment costs
16,887

 

 
16,887

 

Deferred financing write-off
12,763

 

 
12,763

 

Total pre-tax adjustments
69,013

 
1,614

 
74,344

 
2,104

Tax effect
24,571

 
400

 
26,039

 
591

Total adjustments, net
44,442

 
1,214

 
48,305

 
1,513

Adjusted net earnings
$
34,608

 
$
17,985

 
$
74,627

 
$
54,658

 
 
 
 
 
 
 
 
Basic shares outstanding
46,320

 
31,376

 
36,620

 
31,267

Effect of dilutive securities options and non-vested shares
3,904

 
615

 
1,572

 
645

Diluted shares outstanding, if converted
50,224

 
31,991

 
38,192

 
31,912

 
 
 
 
 
 
 
 
Adjusted earnings per share
$
0.69

 
$
0.56

 
$
1.95

 
$
1.71

 
 
 
 
 
 
 
 
Reconciliation of net earnings to Adjusted EBITDA (2):
 
 
 
 
 
 
 
Net earnings (loss) attributable to AmSurg Corp. shareholders
$
(9,834
)
 
$
16,771

 
$
26,322

 
$
53,145

(Earnings) loss from discontinued operations
1,369

 
(112
)
 
1,486

 
(953
)
Interest expense, net
39,055

 
7,293

 
52,909

 
22,346

Income tax expense
18

 
11,161

 
25,872

 
35,715

Depreciation and amortization
20,866

 
8,239

 
37,620

 
24,152

EBITDA
51,474

 
43,352

 
144,209

 
134,405

Adjustments:
 
 
 
 
 
 
 
Share-based compensation
2,424

 
2,104

 
7,388

 
6,070

Transaction costs
25,102

 
110

 
28,681

 
285

Gain on deconsolidation

 

 
(3,411
)
 
(2,237
)
Debt extinguishment costs
16,887

 

 
16,887

 

Total adjustments
44,413

 
2,214

 
49,545

 
4,118

Adjusted EBITDA
$
95,887

 
$
45,566

 
$
193,754

 
$
138,523

 
 
 
 
 
 
 
 
Segment Information:
 
 
 
 
 
 
 
Ambulatory Services Adjusted EBITDA
$
47,871

 
$
45,566

 
$
145,738

 
$
138,523

Physician Services Adjusted EBITDA
48,016

 

 
48,016

 

Adjusted EBITDA
$
95,887

 
$
45,566

 
$
193,754

 
$
138,523

 
 
 
 
 
 
 
 
Net Revenue by Segment:
 
 
 
 
 
 
 
Ambulatory Services
$
277,302

 
$
263,035

 
$
816,942

 
$
780,714

Physician Services
225,931

 

 
225,931

 

Total net revenue
$
503,233

 
$
263,035

 
$
1,042,873

 
$
780,714


See footnotes on page 12

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AMSG Reports Third-Quarter Results
 
 
Page 7
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(Dollars in thousands)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Operating Data- Ambulatory Services:
2014
 
2013
 
2014
 
2013
Continuing centers in operation at end of period (consolidated)
234

 
233

 
234

 
233

Continuing centers in operation at end of period (unconsolidated)
9

 
3

 
9

 
3

Average number of continuing centers in operation (consolidated)
234

 
234

 
232

 
231

New centers added during the period
4

 
2

 
6

 
4

Centers discontinued during the period
4

 
1

 
5

 
1

Centers under development/not opened at end of period
1

 

 
1

 

Centers under letter of intent at end of period
8

 
5

 
8

 
5

Average revenue per consolidated center
$
1,187

 
$
1,135

 
$
3,450

 
$
3,387

Same center revenues increase
1.7
%
 
2.4
%
 
0.6
%
 
0.1
%
Procedures performed during the period at consolidated centers
411,244

 
399,537

 
1,214,602

 
1,192,112

Income tax expense attributable to noncontrolling interests
$
196

 
$
197

 
$
540

 
$
565


Operating Data- Physician Services:
Three Months Ended September 30, 2014
 
Nine Months Ended September 30, 2014
Same contract revenue growth
5.1
%
 
4.8
%
New contract revenue growth
0.4
%
 
2.5
%
Total organic revenue growth
5.5
%
 
7.3
%


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AMSG Reports Third-Quarter Results
 
 
Page 8
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(In thousands)
 
September 30,
 
December 31,
Balance Sheet Data:
2014
 
2013
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
194,081

 
$
50,840

Restricted cash and marketable securities
30,251

 

Accounts receivable, net of allowance of $83,541 and $27,862, respectively
229,250

 
105,072

Supplies inventory
19,060

 
18,414

Prepaid and other current assets
128,319

 
36,699

Total current assets
600,961

 
211,025

Property and equipment, net
175,896

 
163,690

Investments in unconsolidated affiliates
73,126

 
15,526

Goodwill
3,303,818

 
1,758,970

Intangible assets, net
1,261,952

 
27,867

Other assets
5,604

 
866

Total assets
$
5,421,357

 
$
2,177,944

Liabilities and Equity
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
18,368

 
$
20,844

Accounts payable
24,453

 
27,501

Accrued salaries and benefits
133,050

 
32,294

Accrued interest
18,717

 
1,885

Other accrued liabilities
59,204

 
7,346

Total current liabilities
253,792

 
89,870

Long-term debt
2,230,314

 
583,298

Deferred income taxes
611,098

 
176,020

Other long-term liabilities
92,066

 
25,503

Commitments and contingencies
 
 
 
Noncontrolling interests – redeemable
176,516

 
177,697

Equity:
 
 
 
Mandatory convertible preferred stock, no par value, 5,000 shares authorized, 1,725 and 0 shares issued and outstanding, respectively
166,647

 

Common stock, no par value, 70,000 shares authorized, 48,123 and 32,353 shares outstanding, respectively
885,622

 
185,873

Retained earnings
602,407

 
578,324

Total AmSurg Corp. equity
1,654,676

 
764,197

Noncontrolling interests – non-redeemable
402,895

 
361,359

Total equity
2,057,571

 
1,125,556

Total liabilities and equity
$
5,421,357

 
$
2,177,944



-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 9
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(In thousands)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Statement of Cash Flow Data:
2014
 
2013
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
 
 
 
Net earnings
$
37,423

 
$
62,267

 
$
165,709

 
$
190,376

Adjustments to reconcile net earnings to net cash flows provided by operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
20,866

 
8,239

 
37,620

 
24,152

Amortization of deferred loan costs
14,649

 

 
15,645

 
1,459

Provision for uncollectibles
58,944

 
5,565

 
69,715

 
16,382

Net loss on sale of long-lived assets
1,857

 
84

 
2,468

 
84

Gain on deconsolidation

 

 
(3,411
)
 
(2,237
)
Share-based compensation
2,424

 
2,104

 
7,388

 
6,070

Excess tax benefit from share-based compensation
(198
)
 
(680
)
 
(2,288
)
 
(1,890
)
Deferred income taxes
13,516

 
10,506

 
31,388

 
29,835

Equity in earnings of unconsolidated affiliates
(2,158
)
 
(1,095
)
 
(3,461
)
 
(2,193
)
Debt extinguishment costs
4,536

 

 
4,536

 

Increases (decreases) in cash and cash equivalents, net of acquisitions and dispositions:
 
 
 
 
 
 
 
Accounts receivable
(49,008
)
 
(1,783
)
 
(65,758
)
 
(17,821
)
Prepaid, supplies and other current assets
(22,104
)
 
1,056

 
(24,346
)
 
(1,339
)
Accounts payable
(7,610
)
 
(472
)
 
(10,007
)
 
(2,823
)
Accrued expenses and other liabilities
47,599

 
8,975

 
48,368

 
6,820

Other, net
1,734

 
1,617

 
2,485

 
2,058

Net cash flows provided by operating activities
122,470

 
96,383

 
276,051

 
248,933

Cash flows from investing activities:
 
 
 
 
 
 
 
Acquisitions and related expenses
(2,114,211
)
 
(41,109
)
 
(2,138,648
)
 
(59,455
)
Acquisition of property and equipment
(8,098
)
 
(8,239
)
 
(23,109
)
 
(20,711
)
Proceeds from sale of interests in surgery centers
2,877

 
151

 
4,969

 
151

Purchases of marketable securities
(3,486
)
 

 
(3,486
)
 

Other
4,527

 
52

 
2,082

 
107

Net cash flows used in investing activities
(2,118,391
)
 
(49,145
)
 
(2,158,192
)
 
(79,908
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Proceeds from long-term borrowings
1,972,153

 
58,513

 
2,046,399

 
129,435

Repayment on long-term borrowings
(300,717
)
 
(55,454
)
 
(403,043
)
 
(151,676
)
Distributions to noncontrolling interests
(47,433
)
 
(45,555
)
 
(139,443
)
 
(137,081
)
Proceeds from preferred stock offering
172,500

 

 
172,500

 

Cash dividends for preferred shares
(2,239
)
 

 
(2,239
)
 

Proceeds from common stock offering
439,875

 

 
439,875

 

Proceeds from issuance of common stock upon exercise of stock options
504

 
9,561

 
2,150

 
23,289

Repurchase of common stock
(33
)
 
(9,317
)
 
(2,890
)
 
(35,481
)
Excess tax benefit from share-based compensation
198

 
680

 
2,288

 
1,890

Payments of equity issuance costs
(24,366
)
 

 
(24,366
)
 

Financing cost incurred
(65,673
)
 
(111
)
 
(65,673
)
 
(1,257
)
Other
322

 
25

 
(176
)
 
961

Net cash flows provided by (used in) financing activities
2,145,091

 
(41,658
)
 
2,025,382

 
(169,920
)
Net increase (decrease) in cash and cash equivalents
149,170

 
5,580

 
143,241

 
(895
)
Cash and cash equivalents, beginning of period
44,911

 
39,923

 
50,840

 
46,398

Cash and cash equivalents, end of period
$
194,081

 
$
45,503

 
$
194,081

 
$
45,503


-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 10
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(In thousands, except earnings per share)

Presented below is certain statement of earnings and operating data for 2014, which have been restated in order to present additional discontinued operations.

 
Three Months Ended
 
March, 31
 
June 30,
Statement of Earnings Data:
2014
 
2014
Revenues
$
260,470

 
$
279,170

Operating expenses:
 
 
 
Salaries and benefits
82,379

 
84,283

Supply cost
38,046

 
41,105

Other operating expenses
54,411

 
56,068

Transaction costs

 
3,579

Depreciation and amortization
8,289

 
8,465

Total operating expenses
183,125

 
193,500

Gain on deconsolidation
2,045

 
1,366

Equity in earnings of unconsolidated affiliates
764

 
539

Operating income
80,154

 
87,575

Interest expense, net
6,961

 
6,893

Earnings from continuing operations before income taxes
73,193

 
80,682

Income tax expense
13,016

 
12,838

Net earnings from continuing operations
60,177

 
67,844

Net earnings (loss) from discontinued operations
(63
)
 
328

Net earnings
60,114

 
68,172

Net earnings attributable to noncontrolling interests
42,919

 
49,211

Net earnings attributable to AmSurg Corp. common shareholders
$
17,195

 
$
18,961

 
 
 
 
Amounts attributable to AmSurg Corp. common shareholders:
 
 
 
Earnings from continuing operations, net of income tax
$
17,442

 
$
18,831

Discontinued operations, net of income tax
(247
)
 
130

Net earnings attributable to AmSurg Corp. common shareholders
$
17,195

 
$
18,961

Basic earnings (loss) per share attributable to AmSurg Corp. common shareholders:
 
 
Net earnings from continuing operations
$
0.55

 
$
0.59

Net earnings (loss) from discontinued operations
(0.01
)
 

Net earnings
$
0.54

 
$
0.60

Diluted earnings (loss) per share attributable to AmSurg Corp. common shareholders:
 
 
Net earnings from continuing operations
$
0.54

 
$
0.58

Net earnings (loss) from discontinued operations
(0.01
)
 

Net earnings
$
0.54

 
$
0.59

Weighted average number of shares and share equivalents outstanding:
 
 
 
Basic
31,716

 
31,825

Diluted
32,120

 
32,233



-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 11
 
 
November 4, 2014
 
 
 
 
 



AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data, continued
(In thousands, except earnings per share)

Presented below is certain statement of earnings and operating data for 2013, which have been restated in order to present additional discontinued operations.
 
For the Three Months Ended
 
For the
 
March 31,
 
June 30,
 
Sept. 30,
 
Dec. 31,
 
Year Ended
Statement of Earnings Data:
2013
 
2013
 
2013
 
2013
 
Dec. 31, 2013
Revenues
$
254,280

 
$
263,399

 
$
263,035

 
$
279,942

 
$
1,060,656

Operating expenses:
 
 
 
 
 
 
 
 
 
Salaries and benefits
80,044

 
80,127

 
83,416

 
84,885

 
328,472

Supply cost
36,580

 
38,389

 
37,360

 
41,679

 
154,008

Other operating expenses
51,570

 
52,698

 
55,023

 
58,278

 
217,569

Transaction costs
35

 
140

 
110

 
15

 
300

Depreciation and amortization
7,899

 
8,014

 
8,239

 
8,361

 
32,513

Total operating expenses
176,128

 
179,368

 
184,148

 
193,218

 
732,862

Gain on deconsolidation
2,237

 

 

 

 
2,237

Equity in earnings of unconsolidated affiliates
402

 
696

 
1,095

 
958

 
3,151

Operating income
80,791

 
84,727

 
79,982

 
87,682

 
333,182

Interest expense, net
7,542

 
7,511

 
7,293

 
7,185

 
29,531

Earnings from continuing operations before income taxes
73,249

 
77,216

 
72,689

 
80,497

 
303,651

Income tax expense
12,038

 
12,516

 
11,161

 
13,042

 
48,757

Net earnings from continuing operations
61,211

 
64,700

 
61,528

 
67,455

 
254,894

Net earnings from discontinued operations
1,061

 
1,137

 
739

 
3,713

 
6,650

Net earnings
62,272

 
65,837

 
62,267

 
71,168

 
261,544

Net earnings attributable to noncontrolling interests
44,461

 
47,274

 
45,496

 
51,610

 
188,841

Net earnings attributable to AmSurg Corp. common shareholders
$
17,811

 
$
18,563

 
$
16,771

 
$
19,558

 
$
72,703

 
 
 
 
 
 
 
 
 
 
Amounts attributable to AmSurg Corp. common shareholders:
 
 
 
 
 
 
 
 
 
Earnings from continuing operations, net of income tax
$
17,404

 
$
18,129

 
$
16,659

 
$
18,972

 
$
71,164

Discontinued operations, net of income tax
407

 
434

 
112

 
586

 
1,539

Net earnings attributable to AmSurg Corp. common shareholders
$
17,811

 
$
18,563

 
$
16,771

 
$
19,558

 
$
72,703

Basic earnings per share attributable to AmSurg Corp. common shareholders:
 
 
 
 
 
 
 
 
Net earnings from continuing operations
$
0.56

 
$
0.58

 
$
0.53

 
$
0.60

 
$
2.27

Net earnings from discontinued operations
0.01

 
0.01

 

 
0.02

 
0.05

Net earnings
$
0.57

 
$
0.59

 
$
0.53

 
$
0.62

 
$
2.32

Diluted earnings per share attributable to AmSurg Corp. common shareholders:
 
 
 
 
 
 
 
 
Net earnings from continuing operations
$
0.55

 
$
0.57

 
$
0.52

 
$
0.59

 
$
2.23

Net earnings from discontinued operations
0.01

 
0.01

 

 
0.02

 
0.05

Net earnings
$
0.56

 
$
0.58

 
$
0.52

 
$
0.61

 
$
2.28

Weighted average number of shares and share equivalents outstanding:
 
 
 
 
 
 
 
 
 
Basic
31,217

 
31,208

 
31,376

 
31,549

 
31,338

Diluted
31,881

 
31,862

 
31,991

 
32,082

 
31,954


-MORE-

AMSG Reports Third-Quarter Results
 
 
Page 12
 
 
November 4, 2014
 
 
 
 
 




AMSURG CORP.
Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

(1)
We believe the calculation of adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders provides a better measure of our ongoing performance and provides better comparability to prior periods because it excludes the gains or loss from deconsolidations, which are non-cash in nature, acquisition costs, including associated debt extinguishment costs and deferred financing write-off, and acquisition-related amortization expense (the majority of which relate to the Sheridan Transaction and which are of a nature and significance not generally associated with our historical individual center acquisition activity) and share-based compensation expense. Adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders should not be considered as a measure of financial performance under accounting principles generally accepted in the United States, and the item excluded from it is a significant component in understanding and assessing financial performance. Because adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders is not a measurement determined in accordance with accounting principles generally accepted in the United States and is thus susceptible to varying calculations, it may not be comparable as presented to other similarly titled measures of other companies. For purposes of calculating adjusted earnings per share, the Company utilizes the if-converted method to determine the number of diluted shares outstanding. In periods where utilizing the if-converted method is anti-dilutive, the mandatory convertible preferred stock will not be included in the calculation of diluted shares outstanding.

(2)
We define Adjusted EBITDA of AmSurg as earnings before interest, income taxes, depreciation, amortization, share-based compensation, acquisition costs and gains or losses on deconsolidations and discontinued operations. Adjusted EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted 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. Adjusted 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 Adjusted EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, Adjusted 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 Adjusted EBITDA as defined.



-END-
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