AMSURG CORP.

-----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, ORUZwxr/uKLJ/vZpMO1g+zgNPRi0VkHIPks/PMVxLfMHj2CXfEU93O0vU3skLB7K l/yHN2576hQdKswT48O+dg== 0000950144-04-007304.txt : 20040728 0000950144-04-007304.hdr.sgml : 20040728 20040727162352 ACCESSION NUMBER: 0000950144-04-007304 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040727 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040727 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: 04933620 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 g90109e8vk.htm AMSURG CORP. AMSURG CORP.

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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): July 27, 2004 (July 27, 2004)

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)


Tennessee (State or other jurisdiction of incorporation or organization)		000-22217 (Commission File Number)		62-1493316 (I.R.S. employer identification no.)

20 Burton Hills Boulevard Nashville, Tennessee (Address of principal executive offices)				37215 (Zip code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS


	Item 9. Regulation FD Disclosure
	Item 12. Results of Operations and Financial Condition
SIGNATURES
INDEX TO EXHIBITS
EX-99 PRESS RELEASE

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Item 9. Regulation FD Disclosure

A press release issued by AmSurg Corp. on July 27, 2004 is furnished herewith as Exhibit 99.

Item 12. Results of Operations and Financial Condition

A press release issued by AmSurg Corp. on July 27, 2004 is furnished herewith as Exhibit 99.

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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 thereunto duly authorized.

AMSURG CORP.

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

Date: July 27, 2004

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INDEX TO EXHIBITS


Exhibit
Number		Description
99		Press release dated July 27, 2004

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EX-99 2 g90109exv99.txt EX-99 PRESS RELEASE EXHIBIT 99 PRESS RELEASE AMSURG ANNOUNCES SECOND-QUARTER RESULTS NASHVILLE, Tenn. (July 27, 2004) - Ken P. McDonald, President and Chief Executive Officer of AmSurg Corp. (Nasdaq: AMSG), today announced financial results for the second quarter and first six months of 2004. For the second quarter, revenues increased 19% to $86,499,000 from $72,784,000 for the second quarter of 2003. Adjusted net earnings from continuing operations, which exclude a non-cash loss on a long-term note receivable of $1,100,000, or $0.02 per diluted share after tax, increased 24% to $8,894,000 for the quarter from $7,156,000 for the second quarter of 2003, and adjusted net earnings per diluted share from continuing operations increased 21% to $0.29 from $0.24. The long-term note receivable originated from the sale of a physician practice in 1998, in connection with the Company's exit from that line of business. Net earnings from continuing operations for the second quarter of 2004, which include the loss on long-term note receivable, were $8,234,000, or $0.27 per diluted share, compared with $7,156,000, or $0.24 per diluted share, for the second quarter of 2003. Revenues for the first six months of 2004 increased 18% to $168,235,000 from $142,335,000 for the first half of 2003. Adjusted net earnings, which exclude the loss on note receivable discussed above, increased 23% to $17,171,000 from $13,973,000, and adjusted earnings per diluted share increased 22% to $0.56 from $0.46. Net earnings from continuing operations were $16,511,000, or $0.54 per diluted share, up from $13,973,000, or $0.46 per diluted share. Prior-period financial data in this release has been restated to conform to the current-year presentation, which now reflects operating results from continuing and discontinued operations, as well as a 3-for-2 stock split effected in March 2004. See page 4 for a reconciliation of adjusted net earnings from continuing operations to net earnings from continuing operations. "We were pleased with AmSurg's significant profitable growth for the second quarter and with the continued strong momentum evident in our new center development and acquisition pipeline," remarked Mr. McDonald. "Our revenue growth for the quarter reflected a 5% increase in same-center revenues compared with the second quarter of 2003, which included the impact of a 2% reduction in the payment schedule for ambulatory surgery centers by the Centers for Medicare and Medicaid Services effective April 1, 2004. In addition, the expansion of our centers in operation to 117 at the end of the latest quarter from 104 at the end of the second quarter last year also contributed significantly to our revenue growth for the quarter. "During the second quarter, we added one new acquired center to our total centers in operation, two new de novo partnerships to our centers under development and two new letters of -MORE- AMSG Reports Second-Quarter Results Page 2 July 27, 2004 intent for center acquisitions. As a result, we completed the quarter with 13 centers under development and six centers under letter of intent. "We continue to expect six of the centers under development to open in the second half of 2004, one of which has already opened in the third quarter. Furthermore, the six centers under letter of intent are all acquisitions. Based on this pipeline, we are confident that we will meet our guidance for 2004 of a net increase in our centers in operation of 12 to 15 new centers. With seven additional centers already scheduled to open during 2005 - as well as substantial pipeline activity - we are also well positioned to meet our new-center goals for 2005. The information contained in the preceding paragraph 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. Mr. McDonald concluded, "Our second-quarter results demonstrate that we are continuing to execute well in our existing operations, as we also successfully build the foundation for future profitable growth. We remain confident of our business model, which has now produced 26 consecutive quarters of same-center revenue growth, and of our ability to deliver a value proposition of high quality, low cost care that creates high patient and physician satisfaction. With the human, financial and other resources required to continue implementing our proven growth strategies, we are also confident of the Company's prospects for building increased long-term 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.streetevents.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 August 27, 2004. 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 filings with the Securities and Exchange Commission, and, consequently, actual operations and results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, the Company's ability to enter into partnership or operating agreements for new practice-based ambulatory surgery centers; its ability to identify suitable acquisition candidates and negotiate and close acquisition transactions, including centers under letter of intent; its ability to obtain the necessary financing or capital on terms satisfactory to the Company to execute its expansion strategy; its ability to generate and manage growth; its ability to contract with managed care payers on terms satisfactory to the Company for its existing centers and its centers that are currently under development; its ability to obtain and retain appropriate licensing approvals for its existing centers and centers currently under development; its ability to minimize start-up losses of its development centers; the ability of its physician partners to recruit additional -MORE- AMSG Reports Second-Quarter Results Page 3 July 27, 2004 physicians to their practices; its ability to maintain favorable relations with its physician partners; changes in the medical staff at its centers; changes in the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers by the Centers for Medicare & Medicaid Services; the risk of legislative or regulatory changes that would establish uniform rates for outpatient surgical services, regardless of setting; risks associated with the Company's status as a general partner of limited partnerships; the Company's ability to maintain its technological capabilities in compliance with regulatory requirements; risks associated with the valuation and tax deductibility of goodwill; the risk of legislative or regulatory changes that would prohibit physician ownership in ambulatory surgery centers; and the Company's ability to obtain the necessary financing to fund the purchase of its physician partners' minority interest in the event of a regulatory change that would require such a purchase. 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 June 30, 2004, AmSurg owned a majority interest in 117 centers and had 13 centers under development. Contact: Claire M. Gulmi Senior Vice President and Chief Financial Officer (615) 665-1283 -MORE- AMSG Reports Second-Quarter Results Page 4 July 27, 2004 AMSURG CORP. UNAUDITED SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(1) Adjusted net earnings from continuing operations is a non-GAAP financial measure. The Company believes its calculation of adjusted diluted net earnings from continuing operations per share provides a better measure of the Company's ongoing performance and better comparability to prior periods, because it excludes an item unrelated to the Company's core business operations. The adjusted items should not be considered in isolation or as a substitute for net earnings from continuing operations or diluted net earnings from continuing operations per share as determined in accordance with accounting principles generally accepted in the United States. - MORE - AMSG Reports Second-Quarter Results Page 5 July 27, 2004 AMSURG CORP. UNAUDITED SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA (IN THOUSANDS)

(2) EBITDA is defined as earnings before interest, income taxes, loss on long-term note receivable 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 alternatives 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. -END- -----END PRIVACY-ENHANCED MESSAGE-----