-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TgS/s6tTO0/X+aiz9q+WnGaYVEpezJn3IsbqV7nQRufT/jiLwbFFs1vzVr7Ubq+Y tmhhF6bta1AJT9zggxbHew== 0000950144-07-003713.txt : 20070424 0000950144-07-003713.hdr.sgml : 20070424 20070424161127 ACCESSION NUMBER: 0000950144-07-003713 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070424 DATE AS OF CHANGE: 20070424 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: 000-22217 FILM NUMBER: 07784593 BUSINESS ADDRESS: STREET 1: 20 BURTON HILLS BLVD STREET 2: STE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6156651283 MAIL ADDRESS: STREET 1: ONE BURTON HILLS BLVD. STREET 2: SUITE 350 CITY: NASHVILLE STATE: TN ZIP: 37215 8-K 1 g06864e8vk.htm AMSURG CORP. - FORM 8-K AMSURG CORP. - FORM 8-K
 

 
 
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): April 24, 2007 (April 24, 2007)
AMSURG CORP.
(Exact Name of Registrant as Specified in Charter)
         
Tennessee
(State or Other Jurisdiction of
Incorporation)
  000-22217
(Commission
File Number)
  62-1493316
(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):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o 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 April 24, 2007, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.
Item 7.01. Regulation FD Disclosure
     On April 24, 2007, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.
Item 9.01. Financial Statements and Exhibits
     (c) 99 Press release dated April 24, 2007

2


 

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: April 24, 2007

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INDEX TO EXHIBITS
     
Exhibit    
Number   Description
    99
  Press release dated April 24, 2007

4

EX-99 2 g06864exv99.htm EX-99 PRESS RELEASE 04/24/07 EX-99
 

\

Exhibit 99
Press Release
             
 
  Contact:   Claire M. Gulmi
Executive Vice President and
Chief Financial Officer
(615) 665-1283
   
AMSURG REPORTS 17% GROWTH IN FIRST-QUARTER EARNINGS PER
DILUTED SHARE TO $0.34
NASHVILLE, Tenn. (April 24, 2007) — Ken P. McDonald, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced financial results for the first quarter ended March 31, 2007. Revenues for the quarter were $127,615,000, an increase of 13% from $112,609,000 for the first quarter of 2006. Net earnings increased 18% to $10,277,000 from $8,725,000. Net earnings per diluted share rose 17% to $0.34 for the first quarter of 2007 from $0.29 for the comparable prior-year quarter. As anticipated, results for the first quarter of 2007 included a negative $0.01 impact from the effect of the Medicare Deficit Reduction Act of 2005, which was implemented at the beginning of 2007.
     “AmSurg produced solid growth for the first quarter of 2007,” commented Mr. McDonald, “especially considering the bad winter weather affecting many of our markets in the Midwest and Northeast, the impact of the 2005 Medicare legislation and the strong comparable-quarter performance for the first quarter last year. The 9% expansion of our centers in operation, to 163 at the end of the first quarter of 2007 from 149 at the end of the first quarter of 2005, contributed substantially to procedure growth for the quarter. These new centers include seven centers that we acquired in early January. For the quarter, we also produced 3% growth in same-center revenues, compared with 8% for the first quarter of 2006.
     “We completed the first quarter with five centers under development and three centers under letter of intent. We plan to open three of the de novo centers in 2007, one of which has already opened in the second quarter, with the remaining two scheduled to open in the fourth quarter. We continue to pursue potential partnerships for additional de novo centers and acquisitions from our strong pipeline of prospects. Due to continuing significant cash flow from operations, which was 1.9 times net earnings for the first quarter, and our solid financial position, we have the financial resources to implement our plans to expand the number of our centers in operation. As a result, we are confident of our ability to achieve our goal for 2007 of adding 18 to 20 new centers.
     “Due to our same-center revenue performance for the first quarter, we are maintaining our guidance for same-center revenue growth in a range of 3% to 4% for the full year. We also affirm our existing guidance for full-year 2007, and establish guidance for the second quarter of the year, as follows:
    Revenues in a range of $510 million to $530 million for 2007.
 
    Same-center revenue growth of 3% to 4% for the full year.
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AMSG Reports First-Quarter Results
Page 2
April 24, 2007
    The addition of 18 to 20 centers for the year, which includes the seven centers acquired in January 2007 and the three development centers expected to open in 2007.
 
    Net earnings from continuing operations per diluted share for 2007 in a range of $1.40 to $1.42 per diluted share, including a negative $0.03 impact from the effect of the Medicare Deficit Reduction Act of 2005.
 
    Net earnings per diluted share for the second quarter of 2007 in a range of $0.34 to $0.35 per diluted share, including the negative impact from the effect of the Medicare Deficit Reduction Act of 2005.”
     The information contained in the preceding paragraphs is forward-looking information, and the attainment of these targets is dependent not only on AmSurg’s achievement of its assumptions discussed above, but also on the risks and uncertainties listed below that could cause actual results, performance or developments to differ materially from those expressed or implied by this forward-looking information.
     Effective January 1, 2007, the Company adopted FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of SFAS No. 109” and incurred a one-time cumulative reduction to beginning retained earnings of $634,000. In addition, during the first quarter the Company incurred additional tax expense of $90,000 related to FIN No. 48, which resulted in an average effective tax rate of 39.7% for the quarter.
     “With our first-quarter results, we took a significant step toward achieving our growth objectives for 2007,” commented Mr. McDonald. “We also again demonstrated the ability of our business model to produce sustained growth through steady additions to our base of centers in operation and through positive same-center revenues. We remain confident of our ability to continue expanding AmSurg’s operations in the short and long term, even as we await the final rule on changes in Medicare reimbursement for ASCs. Regardless of the impact of the final rule, we are also confident of the prospects for our business to produce long-term growth and increased shareholder value.”
     AmSurg Corp. will hold a conference call to discuss this release today 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 “Investor Relations” 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 through the end of business on July 24, 2007.
     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 the important factors, among others, set forth in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and other filings with the Securities and Exchange Commission, including the following risks: changes in the reimbursement system for outpatient surgical procedures under the Medicare program; the risk that payments from third-party payors, including government healthcare programs, may decrease
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AMSG Reports First-Quarter Results
Page 3
April 24, 2007
or not increase as the Company’s costs increase; the Company’s ability to maintain favorable relations with its physician partners; the Company’s ability to acquire and develop additional surgery centers on favorable terms; the Company’s ability to grow revenues 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 compete for physician partners, managed care contracts, patients and strategic relationships; risks associated with weather and other factors that may affect the Company’s surgery centers located in Florida; 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; the risk of regulatory changes that may obligate the Company to buy out interests of physicians who are minority owners of its surgery centers; risks associated with the Company’s status as a general partner of limited partnerships; 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 write-off of the impaired portion of intangible assets; and risks associated with the tax deductibility of goodwill. 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. develops, acquires and manages physician practice-based ambulatory surgery centers in partnership with surgical and other group practices. At March 31, 2007, AmSurg owned a majority interest in 163 continuing centers in operation and had five centers under development.
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AMSG Reports First-Quarter Results
Page 4
April 24, 2007
AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(Dollars in thousands, except per share amounts)
                 
    For the Three Months  
    Ended March 31,  
    2007     2006  
Statement of Earnings Data:
               
 
               
Revenues
  $ 127,615     $ 112,609  
 
               
Operating expenses:
               
Salaries and benefits
    38,412       34,516  
Supply cost
    14,626       12,779  
Other operating expenses
    24,924       21,468  
Depreciation and amortization
    4,706       4,141  
 
           
 
Total operating expenses
    82,668       72,904  
 
           
 
Operating income
    44,947       39,705  
 
               
Minority interest
    25,409       23,693  
Interest expense, net
    2,487       1,699  
 
           
 
               
Earnings from continuing operations before income taxes
    17,051       14,313  
Income tax expense
    6,774       5,611  
 
           
 
               
Net earnings from continuing operations
    10,277       8,702  
 
               
Discontinued operations:
               
Earnings from operations of discontinued interests in surgery centers, net of income tax expense
          23  
 
 
           
Net earnings
  $ 10,277     $ 8,725  
 
           
 
               
Basic earnings per common share:
               
Net earnings from continuing operations
  $ 0.34     $ 0.29  
Net earnings
  $ 0.34     $ 0.29  
Diluted earnings per common share:
               
Net earnings from continuing operations
  $ 0.34     $ 0.29  
Net earnings
  $ 0.34     $ 0.29  
 
               
Weighted average number of shares and share equivalents (000’s):
               
Basic
    30,046       29,693  
Diluted
    30,505       30,219  
 
               
Operating Data:
               
Continuing centers in operation at end of period
    163       149  
Centers under development/not opened at end of period
    5       4  
Development centers awaiting CON approval at end of period
          3  
Centers under letter of intent
    3       2  
Average number of centers in operation
    163       146  
Average revenue per center
  $ 783     $ 770  
Same center revenues increase
    3 %     8 %
Procedures performed during the period
    234,467       211,102  
Cash flows provided by operating activities
  $ 19,086     $ 21,341  
Cash flows used by investing activities
  $ (45,931 )   $ (25,484 )
Cash flows provided by financing activities
  $ 28,978     $ 4,366  
Reconciliation of net earnings to EBITDA (1):
               
Net earnings from continuing operations
  $ 10,277     $ 8,702  
Add: income tax expense
    6,774       5,611  
Add: interest expense, net
    2,487       1,699  
Add: depreciation and amortization
    4,706       4,141  
 
           
EBITDA
  $ 24,244     $ 20,153  
 
           
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AMSG Reports First-Quarter Results
Page 5
April 24, 2007
AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(In thousands)
                 
    March 31,     Dec. 31,  
Balance Sheet Data:   2007     2006  
Cash and cash equivalents
  $ 22,216     $ 20,083  
Accounts receivable, net
    55,579       51,546  
Working capital
    71,725       66,591  
Total assets
    642,378       590,032  
Long-term debt and other long-term liabilities
    160,605       127,821  
Minority interest
    56,534       52,341  
Shareholders’ equity
    358,488       343,108  
 
(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 is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most comparable to EBITDA as defined.

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