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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2004
Commission File Number 000-22217
AMSURG CORP.
| Tennessee | 62-1493316 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) | |
| 20 Burton Hills Boulevard | ||
| Nashville, TN | 37215 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 665-1283
| Securities registered pursuant to Section 12(b) of the Act: | None | |
| Securities registered pursuant to Section 12(g) of the Act: | Common Stock, no par value | |
| (Title of class) |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
Yesþ Noo
As of March 11, 2005, 29,462,524 shares of the Registrant’s common stock were outstanding. The aggregate market value of the shares of common stock of the Registrant held by nonaffiliates on March 11, 2005 (based upon the closing sale price of these shares as reported on the Nasdaq National Market as of March 11, 2005) was approximately $709,000,000. This calculation assumes that all shares of common stock beneficially held by executive officers and members of the Board of Directors of the Registrant are owned by “affiliates,” a status which each of the officers and directors individually may disclaim.
Documents Incorporated by Reference
Portions of the Registrant’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on May 19, 2005, are incorporated by reference into Part III of this Annual Report on Form 10-K.
Table of Contents to Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2004
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Part I
Item 1. Business
Our company was formed in 1992 for the purpose of developing, acquiring and operating practice-based ambulatory surgery centers in partnership with physician practice groups throughout the United States. An AmSurg surgery center is typically located adjacent to or in close proximity to the specialty medical practice of a physician group partner’s office. Each of the surgery centers provides a narrow range of high volume, lower-risk surgical procedures, generally in a single specialty, and has been designed with a cost structure that enables us to charge fees which we believe are generally less than those charged by hospitals and freestanding multi-specialty outpatient surgery centers for similar services performed on an outpatient basis. As of December 31, 2004, we owned a majority interest in 128 surgery centers in 30 states and the District of Columbia. As of December 31, 2004, we also had nine centers under development and had executed letters of intent to acquire or develop seven additional centers.
We are a Tennessee corporation. Our principal executive offices are located at 20 Burton Hills Boulevard, Nashville, Tennessee 37215, and our telephone number is 615-665-1283.
Risk Factors
The following factors affect our business and the industry in which we operate. The risks and uncertainties described below are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also have an adverse effect on us. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected.
We Depend on Payments from Third-Party Payors, Including Government Healthcare Programs, and These Payments May be Reduced, Even Though Our Costs May Increase.We depend on private and governmental third-party sources of payment for the services provided to patients in our surgery centers. The amount of payment a surgery center receives for its services may be adversely affected by market and cost factors as well as other factors over which we have no control, including Medicare and Medicaid regulations and the cost containment and utilization decisions of third-party payors. We derived approximately 37% of our revenues in 2004 from U.S. government healthcare programs, primarily Medicare. In addition, the market share growth of managed care has resulted in substantial competition among healthcare providers for inclusion in managed care contracting in some locations. Exclusion from participation in a managed care contract in a specific location can result in material reductions in patient volume and reimbursement to a practice-based ambulatory surgery center. We can give you no assurances that fixed fee schedules, capitated payment arrangements, exclusion from participation in managed care programs or other factors affecting payments for healthcare services over which we have no control will not have a material adverse effect on us.
Our Revenues May be Adversely Affected by Proposed Changes in the Reimbursement System of Outpatient Surgical Procedures Under the Medicare Program.The Medicare program pays for ambulatory surgical center (ASC) services using a fee schedule. The payment rates are based on a cost survey of ASC procedures. The most recent cost survey, conducted in 1994, was never implemented. Thus, the Medicare program bases its payments on a 1986 cost survey. The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (MMA) set the 2004 ASC payment update at the Consumer Price Index for all urban areas (CPI-U) minus three percentage points, beginning April 1, 2004. For 2005 through 2009, the payment update will be zero percent. MMA directed the Government Accountability Office, formerly known as the General Accounting Office, (GAO) to conduct a comparative study of the relative costs of procedures furnished in ASCs to the relative costs of procedures furnished in hospital outpatient departments. GAO is to submit its recommendations to Congress regarding the appropriateness of using the groups and relative weights established for the hospital outpatient prospective payment system as the basis for a revised ASC payment system. The Secretary of the Department of Health and Human Services (DHHS) is to implement a revised payment system for ASCs on or after January 1, 2006, but no later than January 1, 2008. We can give no assurances that a new payment system will not reduce our reimbursement rates from Medicare in the future.
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Item 1. Business — (continued)
Our Business Depends on Relationships with Physician Partners, Which May be Subject to Conflicts of Interest and Disputes.Our business depends on, among other things, the efforts and success of the physician partners who perform surgical procedures at our surgery centers and the strength of our relationship with these physicians. Our business could be adversely affected if these physicians do not maintain the quality of medical care or do not follow required professional guidelines at our surgery centers, if there is damage to the reputation of a key physician or group of physicians or if our relationship with a key physician partner or group of physician partners is impaired. As the owner of majority interests in the limited partnerships and limited liability companies that own our surgery centers, we owe a fiduciary duty to the physicians who are minority interest holders in these entities and may encounter conflicts between our interests and that of the minority holders. In these cases, our representatives on the operating board or board of governors of each joint venture are obligated to exercise reasonable, good faith judgment to resolve the conflicts and may not be free to act solely in our own best interests. In our role as general partner of the limited partnership or as chief manager of the limited liability company, we generally exercise our discretion in managing the business of the surgery center. Disputes may arise between us and the physician partners regarding a particular business decision or the interpretation of the provisions of the limited partnership agreement or limited liability company operating agreement. The agreements provide for arbitration as a dispute resolution process in some circumstances. We cannot assure you that any dispute will be resolved or that any dispute resolution will be on terms satisfactory to us.
If We Fail to Comply With Applicable Laws and Regulations, We Could Suffer Penalties or Be Required to Make Significant Changes to Our Operations.We are subject to many laws and regulations at the federal, state and local government levels in the jurisdictions in which we operate. These laws and regulations require that our surgery centers and our operations meet various licensing, certification and other requirements, including those relating to:
| • | physician ownership of our surgery centers; | |||
| • | certificate of need, or CON, approvals and other regulations affecting construction, acquisition of centers, capital expenditures or the addition of services; | |||
| • | the adequacy of medical care, equipment, personnel, operating policies and procedures; | |||
| • | qualifications of medical and support personnel; | |||
| • | maintenance and protection of records; | |||
| • | billing for services by healthcare providers; | |||
| • | privacy and security of individually identifiable health information; and | |||
| • | environmental protection. | |||
If we fail to comply with applicable laws and regulations, we could suffer civil or criminal penalties, including the loss of our licenses to operate and our ability to participate in Medicare, Medicaid and other government sponsored and third-party healthcare programs. In addition, a number of states have adopted or are considering legislation or regulations imposing additional restrictions on or otherwise affecting free-standing ambulatory surgery centers, including expansion of CON requirements, restrictions on ownership, taxes on gross receipts and restrictions on the enforceability of covenants not to compete affecting physicians. In the future, different interpretations or enforcement of existing or new laws and regulations could subject our current practices to allegations of impropriety or illegality, or could require us to make changes in our operations, facilities, equipment, personnel, services, capital expenditure programs or operating expenses. We can give you no assurances that current or future legislative initiatives or government regulation will not have a material adverse effect on us or reduce the demand for our services.
If a Federal or State Agency Asserts a Different Position or Enacts New Laws or Regulations Regarding Illegal Remuneration or Other Forms of Fraud and Abuse, We Could Suffer Penalties or Be Required to Make Significant Changes to Our Operations.A federal law, referred to as the anti-kickback statute, prohibits healthcare providers and others from soliciting, receiving, offering or paying, directly or indirectly, any remuneration with the intent of generating referrals or orders for services or items covered by a federal healthcare program. The anti-kickback statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by case law or regulations. Violations of the anti-kickback statute may result in substantial civil or criminal penalties and exclusion from participation in the Medicare and Medicaid programs. Exclusion from these programs would result in significant reductions in revenue and would have a material adverse effect on our business.
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Item 1. Business — (continued)
DHHS has published final safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the anti-kickback statute. Three of the safe harbors apply to business arrangements similar to those used in connection with our surgery centers: the “surgery centers,” “investment interest” and “personal services and management contracts” safe harbors. The structure of the limited partnerships and limited liability companies operating our surgery centers, as well as our various business arrangements involving physician group practices, do not satisfy all of the requirements of any safe harbor. Nevertheless, a business arrangement that does not substantially comply with a safe harbor is not necessarily illegal under the anti-kickback statute.
In addition, many of the states in which we operate also have adopted laws, similar to the anti-kickback statute, that prohibit payments to physicians in exchange for referrals, some of which apply regardless of the source of payment for care. These statutes typically impose criminal and civil penalties as well as loss of license.
In addition to the anti-kickback statute, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, provides for criminal penalties for healthcare fraud offenses that apply to all health benefit programs, including the payment of inducements to Medicare and Medicaid beneficiaries in order to influence those beneficiaries to order or receive services from a particular provider or practitioner. Federal enforcement officials have numerous enforcement mechanisms to combat fraud and abuse, including the Medicare Integrity Program and an incentive program under which individuals can receive up to $1,000 for providing information on Medicare fraud and abuse that leads to the recovery of at least $100 of Medicare funds. In addition, federal enforcement officials have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud.
If Regulations or Regulatory Interpretations Change, We May Be Obligated to Buy Out Interests of Physicians Who Are Minority Owners of the Surgery Centers.Substantially all of the limited partnership and operating agreements for the limited partnerships and limited liability companies provide that if certain regulations or regulatory interpretations change, we will be obligated to purchase some or all of the minority interests of the physician entities affiliated with us in the limited partnerships or limited liability companies that own and operate our surgery centers. The regulatory changes that could trigger such obligations include changes that:
| • | make the referral of Medicare and other patients to our surgery centers by physicians affiliated with us illegal; | |||
| • | create the substantial likelihood that cash distributions from the limited partnership or limited liability company to the affiliated physicians will be illegal; or | |||
| • | cause the ownership by the physicians of interests in the limited partnerships or limited liability companies to be illegal. | |||
The cost of repurchasing these minority interests would be substantial if a triggering event were to result in the purchase obligations simultaneously at each of our surgery centers. The purchase price to be paid in such event would be determined by a predefined formula, as specified in each of the limited partnership and operating agreements, which also provide for the payment terms, generally over four years. However, there can be no assurance that our existing capital resources would be sufficient for us to meet the obligations, if they arise, to purchase these minority interests held by physicians. The determination of whether a triggering event has occurred generally would be made by the concurrence of counsel for AmSurg and counsel for the physician partners or, in the absence of such concurrence, by a nationally recognized law firm having an expertise in healthcare law jointly selected by both parties. Such determinations therefore would not be within our control. The triggering of these obligations could have a material adverse effect on our financial condition and results of operations.
While we believe physician ownership of ambulatory surgery centers as structured within our limited partnerships and limited liability companies is in compliance with applicable law, we can give no assurances that legislative or regulatory changes would not have an adverse impact on us. The issue of physician ownership in ASCs is also being considered by some state legislatures.
If We are Unable to Acquire and Develop Additional Surgery Centers on Favorable Terms and Manage Our Growth, We Will Be Unable to Execute Our Acquisition and Development Growth Strategy.Our strategy includes increasing our revenues and earnings by continuing to acquire surgery centers and developing additional surgery centers. Our efforts to execute our acquisition and development strategy may be affected by our ability to identify
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Item 1. Business — (continued)
suitable candidates and negotiate and close acquisition and development transactions. We are currently evaluating potential acquisitions and development projects and expect to continue to evaluate acquisitions and development projects in the foreseeable future. The surgery centers we develop typically incur losses during the initial months of operation. We can give you no assurances that we will be successful in acquiring surgery centers, developing surgery centers or achieving satisfactory operating results at acquired or newly developed centers. We can give you no assurances that the assets we acquire in the future will ultimately produce returns that justify our related investment. To accommodate our past and anticipated future growth, and to compete effectively, we will need to continue to implement and improve our management, operational and financial information systems and to expand, train, manage and motivate our workforce. We can give you no assurances that our personnel, systems, procedures or controls will be adequate to support our operations in the future or that focusing our financial resources and management attention on the expansion of our operations will not adversely affect our financial results.
If We Are Unable to Grow Revenues At Our Existing Centers, We Will Not Be Able To Execute Our Existing Centers’ Growth Strategy.Our strategy includes increasing our revenues and earnings by increasing the revenues of our existing centers. We seek to increase revenues at our existing centers by increasing the number of physicians performing procedures at our centers, obtaining new or more favorable managed care contracts, promoting screening programs, increasing patient and physician awareness of our centers and through operating efficiencies. We can give you no assurances that we will be successful at increasing or maintaining revenues and earnings at our existing centers.
If We Do Not Have Sufficient Capital Resources for Our Acquisition and Development Strategy, Our Growth Could Be Limited.We will need capital to acquire, develop, integrate, operate and expand surgery centers. We may finance future acquisition and development projects through debt or equity financings. To the extent that we undertake these financings, our shareholders may, in the future, experience ownership dilution. To the extent we incur debt, we may have significant interest expense and may be subject to covenants in the related debt agreements that affect the conduct of our business. If we do not have sufficient capital resources, our growth could be limited and our operations impaired. Our bank loan agreement requires that we comply with financial covenants and may not permit additional borrowing or other sources of debt financing if we are not in compliance. We can give you no assurances that we will be able to obtain financing necessary for our acquisition and development strategy or that, if available, the financing will be on terms acceptable to us.
We Are Liable for the Debts and Other Obligations of the Limited Partnerships That Own and Operate Some of Our Surgery Centers, and the Physician Partners Are Only Guarantors of the Debts.In the limited partnerships in which we are the general partner, we are liable for 100% of the debts and other obligations of the limited partnership; however, the limited partnership agreement generally requires the physician partners to guarantee their pro rata share of any indebtedness or lease agreements to which the limited partnership is a party in proportion to their ownership interest in the limited partnership. We also have primary liability for the bank debt that may be incurred for the benefit of the limited liability companies, and in turn, lend funds to these limited liability companies, although the physician members also guarantee this debt. There can be no assurance that a third-party lender or lessor would seek performance of the guarantees rather than seek repayment from us of any obligation of the limited partnership or limited liability company if there is a default, or that the physician partners or members would have sufficient assets to satisfy their guarantee obligations.
New Federal and State Legislative and Regulatory Initiatives Relating to Patient Privacy Could Require Us to Expend Substantial Sums Acquiring and Implementing New Information Systems, Which Could Negatively Impact Our Financial Results.There are currently numerous legislative and regulatory initiatives at the state and federal levels addressing patient privacy concerns. In particular, DHHS issued final health privacy regulations implementing portions of the Administrative Simplification Provisions of HIPAA that generally became mandatory on April 14, 2003. These privacy regulations extensively regulate the use and disclosure of individually identifiable health-related information.
In addition, HIPAA requires DHHS to adopt standards to protect the security of health-related information. DHHS released final security regulations on February 20, 2003. The security regulations will generally become mandatory on April 20, 2005. These security regulations will require healthcare providers to implement administrative, physical and technical practices to protect the security of individually identifiable health-related information that is electronically maintained or transmitted. Further, as required by HIPAA, DHHS has adopted final regulations
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Item 1. Business — (continued)
establishing electronic data transmission standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Compliance with these regulations became mandatory for our affiliated centers on October 16, 2003. DHHS has agreed to accept noncompliant Medicare claims for an unspecified time to assist providers that are not yet able to process compliant transactions. However, this extension may be terminated by DHHS and is not binding on private payors. On February 27, 2004, DHHS announced that non-compliant claims received by Medicare on or after July 1, 2004 will be paid no earlier than the 27th day after such claims are received. Compliant claims will continue to be paid no earlier than the 14th day after such claims are received. As of December 31, 2004, all of our surgery centers were compliant with these regulations.
If we fail to comply with these regulations, we could suffer civil penalties up to $25,000 per calendar year for each provision violated and criminal penalties with fines of up to $250,000 per violation. In addition, our facilities will continue to remain subject to any state laws that are more restrictive than the privacy regulations issued under HIPAA. These statutes vary by state and could impose additional penalties.
Providers in the Healthcare Industry Have Been the Subject of Federal and State Investigations, and We May Become Subject to Investigations in the Future.Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, as well as their executives and managers. These investigations relate to a wide variety of topics, including referral and billing practices. Further, amendments in 1986 to the federal False Claims Act have made it easier for private parties to bring “qui tam” whistleblower lawsuits against companies. Some states have adopted similar state whistleblower and false claims provisions.
The OIG and the Department of Justice have, from time to time, established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Some of our activities could become the subject of governmental investigations or inquiries. For example, we have significant Medicare billings and we have joint venture arrangements involving physician investors. In addition, our executives and managers, many of whom have worked at other healthcare companies that are or may become the subject of federal and state investigations and private litigation, could be included in governmental investigations or named as defendants in private litigation. We are not aware of any governmental investigations involving any of our facilities, our executives or our managers. A future investigation of us, our executives or our managers could result in significant expense to us, as well as adverse publicity.
We May Write-Off Intangible Assets, Such as Goodwill.As a result of purchase accounting for our various acquisition transactions, our balance sheet at December 31, 2004 contained an intangible asset designated as goodwill totaling $267.6 million. Additional purchases of interests in practice-based surgery centers that result in the recognition of additional intangible assets would cause an increase in these intangible assets.
On an ongoing basis, we evaluate whether facts and circumstances indicate any impairment of value of intangible assets. As circumstances change, we cannot assure you that the value of these intangible assets will be realized by us. If we determine that a significant impairment has occurred, we would be required to write-off the impaired portion of intangible assets, which could have a material adverse effect on our results of operations in the period in which the write-off occurs.
The IRS May Challenge Tax Deductions for Certain Acquired Goodwill.For federal income tax purposes, goodwill and other intangibles acquired as part of the purchase of a business after August 10, 1993 are deductible over a 15-year period. We have been claiming and continue to take tax deductions for goodwill obtained in our acquisition of assets of practice-based ambulatory surgery centers. In 1997, the IRS published proposed regulations that applied “anti-churning” rules to call into question the deductibility of goodwill purchased in transactions structured similarly to some of our acquisitions. The anti-churning rules are designed to prevent taxpayers from converting existing goodwill for which a deduction would not have been allowable prior to 1993 into an asset that could be deducted over 15 years, such as by selling a business some of the value of which arose prior to 1993 to a related party. On January 25, 2000, the IRS issued final regulations which continue to call into question the deductibility of goodwill purchased in transactions structured similarly to some of our acquisitions. This uncertainty applies only to goodwill that arose in part prior to 1993, so the tax deductions we have taken with respect to interests acquired in surgery centers that were formed after August 10, 1993 are not affected. In response to these final regulations, in 2000 we changed our methods of acquiring interests in practice-based ambulatory surgery centers so as to comply with
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Item 1. Business — (continued)
guidance found in the final regulations. There is a risk that the IRS could challenge tax deductions for pre-1993 goodwill in acquisitions we completed prior to changing our approach. Loss of these tax deductions would increase the amount of our tax payments, could subject us to penalties and would have a material adverse effect on our results of operations.
If We Are Unable to Effectively Compete for Physician Partners, Certain Strategic Relationships and Patients, Our Business Could be Adversely Affected.The healthcare business is highly competitive. We encounter competition in three separate areas: competition for joint venture development of practice-based centers, competition with other companies for acquisition of existing centers, and competition with other providers for patients and for contracting with managed care payors in each of our markets. There are several large, publicly held companies, or divisions or subsidiaries of large publicly held companies, and several private companies that develop freestanding multi-specialty surgery centers, and these companies may compete with us in the development of centers. Further, many physician groups develop surgery centers without a corporate partner, utilizing consultants who typically perform these services for a fee and who do not take an equity interest in the ongoing operations of the center. There are several companies, many in niche markets, that acquire existing practice-based ambulatory surgery centers. In addition, other healthcare providers, including hospitals, compete for patients and contracts with managed care payors in our markets. Many of these competitors have greater financial, research, marketing and staff resources than we do. In addition, these competitors may have or may develop new technologies or services that are attractive to patients. We can give you no assurances that we can compete effectively in any of these areas.
Industry Overview
For many years, government programs, private insurance companies, managed care organizations and self-insured employers have implemented various cost-containment measures to limit the growth of healthcare expenditures. These cost-containment measures, together with technological advances, have resulted in a significant shift in the delivery of healthcare services away from traditional inpatient hospitals to more cost-effective sites, including ambulatory surgery centers.
According to Verispan’s Freestanding Outpatient Surgery Center Market Report (2004 Edition), the number of freestanding outpatient surgery centers in the U.S. grew more than 50% since 1996 to approximately 3,957 by February 2004. We believe that approximately 1,000 of these surgery centers are single-specialty centers. The number of outpatient surgical cases performed in freestanding surgery centers increased 93% from 4.3 million in 1996 to 8.3 million in 2004.
We believe that the following factors have contributed to the growth of ambulatory surgery:
Cost-Effective Alternative.Ambulatory surgery is generally less expensive than hospital inpatient surgery. We believe that surgery performed at a practice-based ambulatory surgery center is generally less expensive than hospital-based ambulatory surgery for a number of reasons, including lower facility development costs, more efficient staffing and space utilization and a specialized operating environment focused on cost containment. Interest in ambulatory surgery centers has grown as managed care organizations have continued to seek a cost-effective alternative to inpatient services.
Physician and Patient Preference.We believe that many physicians prefer practice-based ambulatory surgery centers because these centers enhance physicians’ productivity by providing them with greater scheduling flexibility, more consistent nurse staffing and faster turnaround time between cases, allowing them to perform more surgeries in a defined period of time. In contrast, hospitals and freestanding multi-specialty ambulatory surgery centers generally serve a broader group of physicians, including those involved with emergency procedures, resulting in postponed or delayed surgeries. Additionally, many physicians choose to perform surgery in a practice-based ambulatory surgery center because their patients prefer the simplified admissions and discharge procedures and the less institutional atmosphere.
New Technology.New technology and advances in anesthesia, which have been increasingly accepted by physicians, have significantly expanded the types of surgical procedures that are being performed in ambulatory surgery centers. Lasers, enhanced endoscopic techniques and fiber optics have reduced the trauma and recovery time associated with many surgical procedures. Improved anesthesia has shortened recovery time by minimizing post-operative side effects such as nausea and drowsiness, thereby avoiding, in some cases, overnight hospitalization.
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Strategy
We believe we are a leader in the development, acquisition and operation of practice-based ambulatory surgery centers. The key components of our strategy are to:
| • | develop, in partnership with physicians, new practice-based ambulatory surgery centers; | |||
| • | selectively acquire practice-based ambulatory surgery centers with substantial minority physician ownership; and | |||
| • | grow revenues and profitability of our existing surgery centers. | |||
Development and Acquisition of Surgery Centers
Our practice-based ambulatory surgery centers are licensed outpatient surgery centers generally equipped and staffed for a single medical specialty and are typically located in or adjacent to a physician group practice. We have targeted ownership in centers that perform gastrointestinal endoscopy, ophthalmology, orthopedics and otolaryngology (ear, nose and throat) procedures. We target these medical specialties because they generally involve a high volume of lower-risk procedures that can be performed in an outpatient setting on a safe and cost-effective basis. The focus at each center on a single specialty results in significantly lower capital and operating costs than the costs of hospitals and freestanding ambulatory surgery centers that must be designed to provide more intensive services for a broader array of surgical specialties. In addition, the practice-based surgery center, which is located in or adjacent to the group practice, typically provides a more convenient setting for the patient and for the physician performing the procedure. We anticipate that improvements in technology will continue to enable additional types of procedures to be performed in the practice-based setting.
Our development staff identifies existing centers that are potential acquisition candidates and identifies physician practices that are potential partners for new center development in the medical specialties which we have targeted. These candidates are then evaluated against our project criteria, which include the quality of the physicians and their growth opportunities in their market, the number of procedures currently being performed by the practice, competition from and the fees being charged by other surgical providers, relative competitive market position of the physician practice under consideration, ability to contract with payors in the market and state CON requirements for the development of a new center.
In presenting the advantages to physicians of developing a new practice-based ambulatory surgery center in partnership with us, our development staff emphasizes the proximity of a practice-based surgery center to a physician’s office, the simplified administrative procedures, the ability to schedule consecutive cases without preemption by inpatient or emergency procedures, the rapid turnaround time between cases, the high technical competency of the center’s clinical staff that performs only a limited number of specialized procedures and state-of-the-art surgical equipment. We also focus on our expertise in developing and operating centers. In addition, as part of our role as the general partner or manager of the surgery center limited partnerships and limited liability companies, we market the centers to third-party payors.
In a development project, we provide, among other things, the following services:
| • | financial feasibility pro forma analysis; | |||
| • | assistance in state CON approval process, if needed; | |||
| • | site selection; | |||
| • | assistance in space analysis and schematic floor plan design; | |||
| • | analysis of local, state and federal building codes; | |||
| • | financing for equipment and buildout; | |||
| • | equipment budgeting, specification, bidding and purchasing; | |||
| • | construction financing; | |||
| • | architectural oversight; | |||
| • | contractor bidding; | |||
| • | construction management; and | |||
| • | assistance with licensing, Medicare certification and contracting with third-party payors. | |||
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We begin our acquisition process with a due diligence review of the targeted center and its market. We use experienced teams of operations and financial personnel to conduct a thorough review of all aspects of the center’s operations including the following:
| • | market position of the center and the physicians affiliated with the center; | |||
| • | payor and case mix; | |||
| • | growth opportunities; | |||
| • | staffing and supply review; and | |||
| • | equipment assessment. | |||
Our ownership interests in practice-based ambulatory surgery centers generally are structured through limited partnerships or limited liability companies. We generally own 51% of the limited partnerships or limited liability companies and act as the general partner in each limited partnership and the chief manager in each limited liability company. In development transactions, capital contributed by the physicians and AmSurg plus bank financing provides the limited partnership or limited liability company with the funds necessary to construct and equip a new surgery center and to provide initial working capital.
Growth in Revenues at Existing Facilities
We grow revenues in our existing facilities primarily through growth in procedure volume. This procedure volume growth is achieved in various ways, including:
| • | growth in the number of physicians performing procedures at our centers; | |||
| • | obtaining new or more favorable managed care contracts for our centers; | |||
| • | promoting screening programs and implementing other methods to increase patient and physician awareness of our centers; and | |||
| • | achieving efficiency in center operations. | |||
Ninety-one percent of our centers specialize in gastroenterology or ophthalmology procedures. These specialties have a higher concentration of older patients than other specialties, such as orthopedic or enterology. We believe the aging demographics of the U.S. population will be a source of procedure growth for these specialties.
As part of each development and acquisition transaction, we enter into a limited partnership agreement or, in the case of a limited liability company, an operating agreement with our physician group partner. Under these agreements, we receive a percentage of the net income and cash distributions of the entity equal to our percentage ownership interest in the entity and have the right to the same percentage of the proceeds of a sale or liquidation of the entity. In the limited partnership structure, as the sole general partner, we are generally liable for the debts of the limited partnership. However, the limited partnership agreement requires the physician partners to guarantee their pro rata share of any indebtedness or lease agreements to which the limited partnership is a party in proportion to their ownership interest in the limited partnership.
These agreements generally provide that we will oversee the business office, marketing, financial reporting, accreditation and administrative operations of the surgery center and that the physician group partner will provide the center with a medical director and performance improvement chairman and may provide certain other specified services such as billing and collections, transcription and accounts payable processing.
In addition, these agreements may provide that the limited partnership or limited liability company will lease certain non-physician personnel from the physician practice, who will provide services at the center. The cost of the salary and benefits of these personnel are reimbursed to the practice by the limited partnership or limited liability company. Certain significant aspects of the limited partnership’s or limited liability company’s governance are overseen by an operating board, which is comprised of equal representation by AmSurg and our physician partners. Because the physicians continue to have a minority ownership interest in the center, we work closely with the physicians throughout the process to increase the likelihood of a successful partnership with them in the surgery centers.
Substantially all of the limited partnership and operating agreements provide that, if certain regulatory changes take place, we will be obligated to purchase some or all of the minority interests of the physicians affiliated with us in the
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limited partnerships or limited liability companies that own and operate our surgery centers. The regulatory changes that could trigger such obligations include changes that: (i) make the referral of Medicare and other patients to our surgery centers by physicians affiliated with us illegal; (ii) create the substantial likelihood that cash distributions from the limited partnership or limited liability company to the affiliated physicians will be illegal; or (iii) cause the ownership by the physicians of interests in the limited partnerships or limited liability companies to be illegal. There can be no assurance that our existing capital resources would be sufficient for us to meet the obligations, if they arise, to purchase these minority interests held by physicians. The determination of whether a triggering event has occurred generally would be made by the concurrence of counsel for AmSurg and counsel for the physician partners or, in the absence of such concurrence, by independent counsel having an expertise in healthcare law and whom both parties choose. Such determination therefore would not be within our control. The triggering of these obligations could have a material adverse effect on our financial condition and results of operations. See “- Government Regulation.”
Surgery Center Operations
We generally design, build, staff and equip each of our facilities to meet the specific needs of a single specialty physician practice group. The size of our typical ambulatory surgery center is approximately 3,000 to 4,500 square feet, and the center is located adjacent to or in close proximity to the specialty physicians’ offices. Each center developed by us typically has two to three operating or procedure rooms with areas for reception, preparation, recovery and administration. Each surgery center is specifically tailored to meet the needs of its related physician practice and typically performs 3,000 to 6,000 procedures per year. Our cost of developing a typical surgery center ranges from $1.2 to $1.7 million. Constructing, equipping and licensing a surgery center generally takes 12 to 15 months. As of December 31, 2004, 79 of our centers perform gastrointestinal endoscopy procedures, 39 centers perform ophthalmology surgery procedures, five centers perform orthopedic procedures and five centers perform procedures in more than one specialty. The procedures performed at our centers generally do not require an extended recovery period. Our centers are staffed with approximately 10 to 15 clinical professionals and administrative personnel, some of whom may be shared with the physician practice group. The clinical staff includes nurses and surgical technicians.
The types of procedures performed at each center depend on the specialty of the practicing physicians. The procedures most commonly performed or to be performed at AmSurg surgery centers in operation or under development within each specialty are:
| • | gastroenterology — colonoscopy and other endoscopy procedures; | |||
| • | ophthalmology — cataracts and retinal laser surgery; | |||
| • | orthopedics — knee arthroscopy and carpal tunnel repair; and | |||
| • | otolaryngology – myringotomy (ear tubes) and tonsillectomy. | |||
We market our surgery centers directly to third-party payors, including health maintenance organizations, or HMOs, preferred provider organizations, or PPOs, other managed care organizations and employers. Payor-group marketing activities conducted by AmSurg management and center administrators emphasize the high quality of care, cost advantages and convenience of our surgery centers and are focused on making each center an approved provider under local managed care plans.
Accreditation
Many managed care organizations will only contract with a facility that is accredited by either Joint Commission for the Accreditation of Healthcare Organizations, or JCAHO, or Accreditation Association for Ambulatory Health Care, or AAAHC. In these markets, we generally seek and obtain these accreditations. Currently, 59% of our surgery centers are accredited by JCAHO or AAAHC, and five surgery centers are scheduled for initial accreditation surveys during 2005. All of the accredited centers have received three-year certifications.
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Surgery Center Locations
The following table sets forth certain information relating to surgery centers in operation as of December 31, 2004:
| Operating or | ||||||
| Acquisition/ | Procedure | |||||
| Location | Specialty Practice | Opening Date | Rooms | |||
Acquired Centers: | ||||||
| Knoxville, Tennessee | Gastroenterology | November 1992 | 8 | |||
| Topeka, Kansas | Gastroenterology | November 1992 | 3 | |||
| Nashville, Tennessee | Gastroenterology | November 1992 | 3 | |||
| Nashville, Tennessee | Gastroenterology | December 1992 | 4 | |||
| Washington, D.C. | Gastroenterology | November 1993 | 3 | |||
| Torrance, California | Gastroenterology | February 1994 | 2 | |||
| Sebastopol, California | Ophthalmology | April 1994 | 3 | |||
| Maryville, Tennessee | Gastroenterology | January 1995 | 3 | |||
| Miami, Florida | Gastroenterology | April 1995 | 4 | |||
| Panama City, Florida | Gastroenterology | July 1996 | 3 | |||
| Ocala, Florida | Gastroenterology | August 1996 | 3 | |||
| Columbia, South Carolina | Gastroenterology | October 1996 | 4 | |||
| Wichita, Kansas | Orthopaedic | November 1996 | 3 | |||
| Crystal River, Florida | Gastroenterology | January 1997 | 3 | |||
| Abilene, Texas | Ophthalmology | March 1997 | 2 | |||
| Fayetteville, Arkansas | Gastroenterology | May 1997 | 3 | |||
| Independence, Missouri | Gastroenterology | September 1997 | 2 | |||
| Kansas City, Missouri | Gastroenterology | September 1997 | 2 | |||
| Phoenix, Arizona | Ophthalmology | February 1998 | 2 | |||
| Denver, Colorado | Gastroenterology | April 1998 | 4 | |||
| Sun City, Arizona | Ophthalmology | May 1998 | 5 | |||
| Westlake, California | Ophthalmology | August 1998 | 1 | |||
| Baltimore, Maryland | Gastroenterology | November 1998 | 2 | |||
| Naples, Florida | Gastroenterology | November 1998 | 3 | |||
| Boca Raton, Florida | Ophthalmology | December 1998 | 2 | |||
| Indianapolis, Indiana | Gastroenterology | June 1999 | 4 | |||
| Chattanooga, Tennessee | Gastroenterology | July 1999 | 3 | |||
| Mount Dora, Florida | Ophthalmology | September 1999 | 2 | |||
| Oakhurst, New Jersey | Gastroenterology | September 1999 | 2 | |||
| Cape Coral, Florida | Gastroenterology | November 1999 | 2 | |||
| La Jolla, California | Gastroenterology | December 1999 | 2 | |||
| Burbank, California | Ophthalmology | December 1999 | 1 | |||
| Waldorf, Maryland | Gastroenterology | December 1999 | 2 | |||
| Las Vegas, Nevada | Ophthalmology | December 1999 | 2 | |||
| Glendale, California | Ophthalmology | January 2000 | 1 | |||
| Las Vegas, Nevada | Ophthalmology | May 2000 | 2 | |||
| Hutchinson, Kansas | Ophthalmology | June 2000 | 2 | |||
| New Orleans, Louisiana | Ophthalmology | July 2000 | 2 | |||
| Kingston, Pennsylvania | Ophthalmology, Pain Management | December 2000 | 3 | |||
| Inverness, Florida | Gastroenterology | December 2000 | 3 | |||
| Coral Gables, Florida | Ophthalmology | December 2000 | 2 | |||
| Harlingen, Texas | Gastroenterology | December 2000 | 2 | |||
| Columbia, Tennessee | Orthopedic, Ophthalmology | February 2001 | 2 | |||
| Bel Air, Maryland | Gastroenterology | February 2001 | 2 | |||
| Dover, Delaware | Ophthalmology | February 2001 | 3 | |||
| Sarasota, Florida | Ophthalmology | February 2001 | 2 | |||
| Greensboro, North Carolina | Ophthalmology | March 2001 | 4 | |||
| Ft. Lauderdale, Florida | Ophthalmology | March 2001 | 3 | |||
| Zephyrhills, Florida | Ophthalmology | May 2001 | 2 | |||
| Bloomfield, Connecticut | Ophthalmology | July 2001 | 1 | |||
| Ft. Myers, Florida | Gastroenterology, Pain Management | July 2001 | 2 | |||
| Jackson, Tennessee | Ophthalmology | July 2001 | 4 | |||
| Egg Harbor, New Jersey | Multispecialty | July 2001 | 4 | |||
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| Operating or | ||||||
| Acquisition/ | Procedure | |||||
| Location | Specialty Practice | Opening Date | Rooms | |||
| Lawrenceville, New Jersey | Orthopaedic | October 2001 | 3 | |||
| Newark, Delaware | Gastroenterology | October 2001 | 5 | |||
| Alexandria, Louisiana | Ophthalmology | December 2001 | 2 | |||
| Akron, Ohio | Gastroenterology | December 2001 | 2 | |||
| Paducah, Kentucky | Ophthalmology | May 2002 | 2 | |||
| Columbia, Tennessee | Gastroenterology | June 2002 | 2 | |||
| Ft. Myers, Florida | Ophthalmology | July 2002 | 2 | |||
| Tulsa, Oklahoma | Ophthalmology | July 2002 | 3 | |||
| Weslaco, Texas | Ophthalmology | September 2002 | 2 | |||
| Peoria, Arizona | Multispecialty | October 2002 | 3 | |||
| Lewes, Delaware | Gastroenterology | December 2002 | 2 | |||
| Rogers, Arkansas | Ophthalmology | December 2002 | 2 | |||
| Winter Haven, Florida | Ophthalmology | December 2002 | 5 | |||
| Mesa, Arizona | Gastroenterology | December 2002 | 4 | |||
| Voorhees, New Jersey | Gastroenterology | March 2003 | 4 | |||
| St. George, Utah | Gastroenterology | July 2003 | 2 | |||
| San Antonio, Texas | Gastroenterology | July 2003 | 4 | |||
| Pueblo, Colorado | Ophthalmology | September 2003 | 2 | |||
| Reno, Nevada | Gastroenterology | December 2003 | 4 | |||
| Edina, Minnesota | Ophthalmology | December 2003 | 2 | |||
| Gainesville, Florida | Orthopaedic | February 2004 | 5 | |||
| West Palm, Florida | Gastroenterology | March 2004 | 2 | |||
| Raleigh, North Carolina | Gastroenterology | April 2004 | 4 | |||
| Sun City, Arizona | Gastroenterology | September 2004 | 2 | |||
| Casper, Wyoming | Gastroenterology | October 2004 | 2 | |||
| Rockville, Maryland | Gastroenterology | October 2004 | 5 | |||
| Overland Park, Kansas | Gastroenterology | October 2004 | 2 | |||
| Lake Bluff, Illinois | Gastroenterology | November 2004 | 2 | |||
| San Luis, California | Gastroenterology | December 2004 | 2 | |||
| Templeton, California | Gastroenterology | December 2004 | 2 | |||
Developed Centers: | ||||||
| Santa Fe, New Mexico | Gastroenterology | May 1994 | 3 | |||
| Tarzana, California | Gastroenterology | July 1994 | 3 | |||
| Beaumont, Texas | Gastroenterology | October 1994 | 3 | |||
| Abilene, Texas | Gastroenterology | December 1994 | 3 | |||
| Knoxville, Tennessee | Ophthalmology | June 1996 | 2 | |||
| Sidney, Ohio | Multispecialty | December 1996 | 4 | |||
| Montgomery, Alabama | Ophthalmology | May 1997 | 2 | |||
| Willoughby, Ohio | Gastroenterology | July 1997 | 2 | |||
| Milwaukee, Wisconsin | Gastroenterology | July 1997 | 3 | |||
| Chevy Chase, Maryland | Gastroenterology | July 1997 | 2 | |||
| Melbourne, Florida | Gastroenterology | August 1997 | 2 | |||
| Lorain, Ohio | Gastroenterology | August 1997 | 2 | |||
| Hillmont, Pennsylvania | Gastroenterology | October 1997 | 2 | |||
| Minneapolis, Minnesota | Gastroenterology | November 1997 | 2 | |||
| Hialeah, Florida | Gastroenterology | December 1997 | 3 | |||
| Cleveland, Ohio | Ophthalmology | December 1997 | 2 | |||
| Cincinnati, Ohio | Gastroenterology | January 1998 | 3 | |||
| Evansville, Indiana | Ophthalmology | February 1998 | 2 | |||
| Shawnee, Kansas | Gastroenterology | April 1998 | 3 | |||
| Salt Lake City, Utah | Gastroenterology | April 1998 | 2 | |||
| Oklahoma City, Oklahoma | Gastroenterology | May 1998 | 2 | |||
| El Paso, Texas | Gastroenterology | December 1998 | 4 | |||
| Toledo, Ohio | Gastroenterology | December 1998 | 3 | |||
| Florham Park, New Jersey. | Gastroenterology | December 1999 | 3 | |||
| Minneapolis, Minnesota | Ophthalmology | June 2000 | 2 | |||
| Crestview Hills, Kentucky | Gastroenterology | September 2000 | 2 | |||
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| Operating or | ||||||
| Acquisition/ | Procedure | |||||
| Location | Specialty Practice | Opening Date | Rooms | |||
| Louisville, Kentucky | Gastroenterology | September 2000 | 3 | |||
| Louisville, Kentucky | Ophthalmology | September 2000 | 2 | |||
| Ft. Myers, Florida | Gastroenterology | October 2000 | 3 | |||
| Seneca, Pennsylvania | Gastroenterology, Ophthalmology | October 2000 | 4 | |||
| Sarasota, Florida | Gastroenterology | December 2000 | 2 | |||
| Tamarac, Florida | Gastroenterology | December 2000 | 2 | |||
| Inglewood, California | Gastroenterology | May 2001 | 3 | |||
| Clemson, South Carolina | Orthopaedic | September 2002 | 5 | |||
| Middletown, Ohio | Gastroenterology | October 2002 | 3 | |||
| Troy, Michigan | Gastroenterology | August 2003 | 3 | |||
| Kingsport, Tennessee | Ophthalmology | October 2003 | 2 | |||
| Columbia, South Carolina | Gastroenterology | November 2003 | 3 | |||
| Columbia, Maryland | Orthopaedic | December 2003 | 2 | |||
| Columbus, Ohio | Gastroenterology | February 2004 | 3 | |||
| Greenville, South Carolina | Gastroenterology | August 2004 | 3 | |||
| New Orleans, Louisiana | Gastroenterology | September 2004 | 2 | |||
| Sebring, Florida | Ophthalmology | November 2004 | 2 | |||
| Temecula, California | Gastroenterology | November 2004 | 2 | |||
| Escondido, California | Gastroenterology | December 2004 | 2 | |||
| 345 | ||||||
Our limited partnerships and limited liability companies generally lease certain of the real property in which our surgery centers operate and the equipment used in certain of our surgery centers, either from the physician partners or from unaffiliated parties. Two surgery centers in operation at December 31, 2004 are located in buildings owned by our limited partnership or limited liability company that operates the surgery center.
Revenues
Substantially all of our revenues are derived from facility fees charged for surgical procedures performed in our surgery centers. This fee varies depending on the procedure, but usually includes all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications. Facility fees do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians. Revenue is recorded at the time of the patient encounter and billings for such procedures are made on or about that same date. It is our policy to collect patient co-payments and deductibles at the majority of our centers at the time the surgery is performed. Our revenues are recorded net of estimated contractual adjustments from third-party medical service payors. Our billing and accounting systems provide us historical trends of the surgery centers’ cash collections and contractual write-offs, accounts receivable agings, established fee adjustments from third-party payors. These estimates are recorded and monitored monthly for each of our surgery centers as additional revenue is recognized. Our ability to accurately estimate contractual adjustments is dependent upon and supported by the fact that our surgery centers perform and bill for limited types of procedures, that the range of reimbursement for those procedures within each surgery center specialty is very narrow and that payments are typically received within 15 to 45 days of billing. These estimates are not, however, established from billing system generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter.
Practice-based ambulatory surgery centers depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients. We derived approximately 37%, 40% and 40% of our revenues in the years ended December 31, 2004, 2003 and 2002, respectively, from governmental healthcare programs, primarily Medicare. The Medicare program currently pays ambulatory surgery centers and physicians in accordance with predetermined fee schedules. Our surgery centers’ are not required to file cost reports and accordingly, we have no unsettled amounts from third party payors.
The current payment system is based on a 1986 cost survey. MMA sets the 2005 ASC payment update at the CPI-U minus three percentage points, beginning April 1, 2004. For 2005 through 2009, the payment update will be zero percent. MMA directs the GAO to conduct a comparative study of the relative costs of procedures furnished in
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ASCs to the relative costs of procedures furnished in hospital outpatient departments. GAO is to submit its recommendations to Congress regarding the appropriateness of using the groups and relative weights established for the hospital outpatient prospective payment system as the basis for a revised ASC payment system. The Secretary of DHHS is to implement a revised payment system for ASCs on or after January 1, 2006, but no later than January 1, 2008. We can give no assurances that a new payment system will not reduce our reimbursement rates from Medicare in the future.
In addition to payment from governmental programs, ambulatory surgery centers derive a significant portion of their net revenue from private healthcare reimbursement plans. These plans include both standard indemnity insurance programs as well as managed care programs such as PPOs and HMOs. The strengthening of managed care systems nationally has resulted in substantial competition among providers of surgery center services that contract with these systems. Some of our competitors have greater financial resources and market penetration than AmSurg. We believe that all payors, both governmental and private, will continue their efforts over the next several years to reduce healthcare costs and that their efforts will generally result in a less stable market for healthcare services. While no assurances can be given concerning the ultimate success of our efforts to contract with healthcare payors, we believe that our position as a low-cost alternative for certain surgical procedures should enable our surgery centers to compete effectively in the evolving healthcare marketplace.
Competition
We encounter competition in three separate areas: competition for joint venture development of practice-based centers, competition with other companies for acquisition of existing centers and competition with other providers for patients and for contracting with managed care payors in each of our markets.
Competition for Joint Venture Development of Practice-Based Centers.We believe that we do not have a direct corporate competitor in the development of practice-based ambulatory surgery centers across the specialties of gastroenterology, ophthalmology, orthopedic and otolaryngology surgery. There are, however, several publicly held companies, divisions or subsidiaries of publicly held companies and several private companies that develop freestanding multispecialty surgery centers, and these companies may compete with us in the development of centers.
Further, many physician groups develop surgery centers without a corporate partner, utilizing consultants who typically perform these services for a fee and who do not take an equity interest in the ongoing operations of the center. It is generally difficult, however, in the rapidly evolving healthcare industry, for a single practice to create effectively the efficient operations and marketing programs necessary to compete with other provider networks and companies. Because of this, as well as the financial investment necessary to develop surgery centers, physician groups are often attracted to a corporate partner, such as AmSurg. Other factors that may influence the physicians’ decisions concerning the choice of a corporate partner are the potential corporate partner’s experience, reputation and access to capital.
Competition for Center Acquisitions.There are several public and private companies that may compete with us for the acquisition of existing practice-based ambulatory surgery centers. These competitors may have greater resources than we have. The principal competitive factors that affect our and our competitors’ ability to acquire surgery centers are price, experience and reputation, and access to capital.
Competition for Patients and Managed Care Contracts.We compete with hospitals and freestanding surgery centers for patients and for the opportunity to contract with payors to be a provider in their networks of healthcare providers. We believe that our surgery centers can provide lower-cost, high quality surgery in a more comfortable environment for the patient in comparison to hospitals and to freestanding surgery centers with which we compete.
Government Regulation
The healthcare industry is subject to extensive regulation by a number of governmental entities at the federal, state and local level. Government regulation affects our business activities by controlling our growth, requiring licensure and certification for our facilities, regulating the use of our properties and controlling reimbursement to us for the services we provide.
CONs and State Licensing. CON statutes and regulations control the development of ambulatory surgery centers in certain states. CON statutes and regulations generally provide that, prior to the expansion of existing centers, the
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construction of new centers, the acquisition of major items of equipment or the introduction of certain new services, approval must be obtained from the designated state health planning agency. In giving approval, a designated state health planning agency must determine that a need exists for expanded or additional facilities or services. Our development of ambulatory surgery centers focuses on states that do not require CONs. Further, even in states that require CONs for new centers, acquisitions of existing surgery centers usually do not require CON approval.
State licensing of ambulatory surgery centers is generally a prerequisite to the operation of each center and to participation in federally funded programs, such as Medicare and Medicaid. Once a center becomes licensed and operational, it must continue to comply with federal, state and local licensing and certification requirements, as well as local building and safety codes. In addition, every state imposes licensing requirements on individual physicians and facilities and services operated and owned by physicians. Physician practices are also subject to federal, state and local laws dealing with issues such as occupational safety, employment, medical leave, insurance regulations, civil rights and discrimination and medical waste and other environmental issues.
Corporate Practice of Medicine. The laws of several states in which we operate or may operate in the future do not permit business corporations to practice medicine, exercise control over physicians who practice medicine or engage in various business practices, such as fee-splitting with physicians. The interpretation and enforcement of these laws vary significantly from state to state. We are not required to obtain a license to practice medicine in any jurisdiction in which we own and operate an ambulatory surgery center, because the surgery centers are not engaged in the practice of medicine. The physicians who perform procedures at the surgery centers are individually licensed to practice medicine. In most instances, the physicians and physician group practices are not affiliated with us, other than through the physicians’ ownership in the limited partnerships and limited liability companies that own the surgery centers and through the service agreements we have with some physicians. The laws in most states regarding the corporate practice of medicine have been subjected to limited judicial and regulatory interpretation. We cannot give you assurances that our activities, if challenged, will be found to be in compliance with these laws.
Certification. We depend on third-party programs, including governmental and private health insurance programs, to reimburse us for services rendered to patients in our ambulatory surgery centers. In order to receive Medicare reimbursement, each surgery center must meet the applicable conditions of participation set forth by DHHS relating to the type of facility, its equipment, personnel and standard of medical care, as well as compliance with state and local laws and regulations, all of which are subject to change from time to time. Ambulatory surgery centers undergo periodic on-site Medicare certification surveys. Each of our existing centers is certified as a Medicare provider. Although we intend for our centers to participate in Medicare and other government reimbursement programs, there can be no assurance that these centers will continue to qualify for participation.
Medicare-Medicaid Fraud and Abuse Provisions. The federal anti-kickback statute prohibits healthcare providers and others from soliciting, receiving, offering or paying, directly or indirectly, any remuneration (including any kickback, bribe or rebate) with the intent of generating referrals or orders for services or items covered by a federal healthcare program. The anti-kickback statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by case law or regulations. Violations may result in criminal penalties or fines of up to $25,000 or imprisonment for up to five years, or both. Violations of the anti-kickback statute may also result in substantial civil penalties, including penalties of up to $50,000 for each violation, plus three times the amount claimed and exclusion from participation in the Medicare and Medicaid programs. Exclusion from these programs would result in significant reductions in revenue and would have a material adverse effect on our business.
DHHS has published final safe harbor regulations that outline categories of activities that are deemed protected from prosecution under the anti-kickback statute. Two of the safe harbor regulations relate to investment interests in general: the first concerning investment interests in large publicly traded companies ($50,000,000 in net tangible assets) and the second for investments in smaller entities. The safe harbor regulations also include a safe harbor for investments in certain types of ambulatory surgery centers. The limited partnerships and limited liability companies that own the AmSurg surgery centers do not meet all of the criteria of either of the investment interests safe harbors or the surgery center safe harbor. Thus, they do not qualify for safe harbor protection from government review or prosecution under the anti-kickback statute. However, a business arrangement that does not substantially comply with a safe harbor is not necessarily illegal under the anti-kickback statute.
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The OIG is authorized to issue advisory opinions regarding the interpretation and applicability of the federal anti-kickback statute, including whether an activity constitutes grounds for the imposition of civil or criminal sanctions. We have not sought such an opinion regarding any of our arrangements. However, in February 2003, the OIG issued an advisory opinion on a proposed multi-specialty ambulatory surgery center joint venture involving a hospital and a multi-specialty group practice. The OIG concluded that because the group practice was comprised of a large number of physicians who were not surgeons and therefore were not in a position to personally perform the procedures referred to the surgery center, the proposed arrangement could potentially violate the federal anti-kickback statute.
Although the advisory opinion is not binding on any entity other than the parties who submitted the request, we believe that this advisory opinion provides us with some guidance as to how the OIG would analyze joint ventures involving surgeons such as our physician partners. Substantially all of our joint ventures are distinguishable from the joint venture described in the advisory opinion, because, among other things, our physician investors are generally surgeons who not only refer their patients to the surgery centers, but also personally perform the surgical procedures.
While several federal court decisions have aggressively applied the restrictions of the anti-kickback statute, they provide little guidance as to the application of the anti-kickback statute to our limited partnerships and limited liability companies. We believe that we are in compliance with the current requirements of applicable federal and state law because among other factors:
| • | the limited partnerships and limited liability companies exist to effect legitimate business purposes, including the ownership, operation and continued improvement of high quality, cost-effective and efficient services to the patients served; | |||
| • | the limited partnerships and limited liability companies function as an extension of the group practices of physicians who are affiliated with the surgery centers and the surgical procedures are performed personally by these physicians without referring the patients outside of their practice; | |||
| • | the physician partners have a substantial investment at risk in the limited partnership or limited liability company; | |||
| • | terms of the investment do not take into account volume of the physician partners’ past or anticipated future services provided to patients of the centers; | |||
| • | the physician partners are not required or encouraged as a condition of the investment to treat Medicare or Medicaid patients at the centers or to influence others to refer such patients to the centers for treatment; | |||
| • | the limited partnerships, the limited liability companies, our subsidiaries and our affiliates generally will not loan any funds to or guarantee any debt on behalf of the physician partners; and | |||
| • | distributions by the limited partnerships and limited liability companies are allocated uniformly in proportion to ownership interests. | |||
The safe harbor regulations also set forth a safe harbor for personal services and management contracts. Certain of our limited partnerships and limited liability companies have entered into ancillary services agreements with our physician partners’ group practices, pursuant to which the practice may provide the center with billing and collections, transcription, payables processing, payroll and other ancillary services. The consideration payable by a limited partnership or limited liability company for certain of these services may be based on the volume of services provided by the practice, which is measured by the limited partnership or limited liability company’s revenues. Although these relationships do not meet all of the criteria of the personal services and management contracts safe harbor, we believe that the ancillary services agreements are in compliance with the current requirements of applicable federal and state law because, among other factors, the fees payable to the physician practice approximate the practice’s cost of providing the services thereunder.
Many of the states in which we operate also have adopted laws that prohibit payments to physicians in exchange for referrals similar to the federal anti-kickback statute, some of which apply regardless of the source of payment for care. These statutes typically provide criminal and civil penalties as well as loss of licensure.
Notwithstanding our belief that the relationship of physician partners to our surgery centers should not constitute illegal remuneration under the federal anti-kickback statute or similar laws, we cannot assure you that a federal or state agency charged with enforcement of the anti-kickback statute and similar laws might not assert a contrary position or that new federal or state laws might not be enacted that would cause the physician partners’ ownership
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interests in our centers to become illegal, or result in the imposition of penalties on us or certain of our facilities. Even the assertion of a violation could have a material adverse effect upon us.
In addition to the anti-kickback statute, HIPAA provides for criminal penalties for healthcare fraud offenses that apply to all health benefit programs, including the payment of inducements to Medicare and Medicaid beneficiaries in order to influence those beneficiaries to order or receive services from a particular provider or practitioner. Federal enforcement officials have numerous enforcement mechanisms to combat fraud and abuse, including the Medicare Integrity Program and an incentive program under which individuals can receive up to $1,000 for providing information on Medicare fraud and abuse that leads to the recovery of at least $100 of Medicare funds. In addition, federal enforcement officials have the ability to exclude from Medicare and Medicaid any investors, officers and managing employees associated with business entities that have committed healthcare fraud.
Evolving interpretations of current, or the adoption of new, federal or state laws or regulations could affect many of our arrangements. Law enforcement authorities, including the OIG, the courts and Congress, are increasing their scrutiny of arrangements between healthcare providers and potential referral sources to ensure that the arrangements are not designed as a mechanism to exchange remuneration for patient care referrals and opportunities. Investigators also have demonstrated a willingness to look behind the formalities of a business transaction to determine the underlying purposes of payments between healthcare providers and potential referral sources.
Prohibition on Physician Ownership of Healthcare Facilities and Certain Self-Referrals. The federal physician self-referral law, commonly referred to as the Stark Law, prohibits a physician from making a referral for a designated health service to an entity if the physician or a member of the physician’s immediate family has a financial relationship with the entity. Sanctions for violating the Stark Law include civil money penalties of up to $15,000 per prohibited service provided and exclusion from the federal healthcare programs. The Stark Law applies to referrals involving the following services to the definition of “designated health services”: clinical laboratory services; physical therapy services; occupational therapy services; radiology services; radiation therapy services and supplies; durable medical equipment and supplies; parenteral and enteral nutrients, equipment and supplies; prosthetics, orthotics and prosthetic devices and supplies; home health services; outpatient prescription drugs; and inpatient and outpatient hospital services.
On January 4, 2002 and July 26, 2004, final regulations issued under phase one and phase two, respectively, of the Stark Law rulemaking process became effective. Under both the phase one and phase two regulations, services that would otherwise constitute a designated health service, but that are paid by Medicare as a part of the surgery center payment rate, are not a designated health service for purposes of the Stark Law. Therefore, we believe the Stark Law does not prohibit physician ownership or investment interests in surgery centers to which they refer patients. While the phase one and phase two rules help clarify the requirements of the exceptions to the Stark Law, until the government begins enforcement of the rules, it is difficult to determine fully their effect.
In addition, several states in which we operate have self-referral statutes similar to the Stark Law. We believe that physician ownership of surgery centers is not prohibited by these state self-referral statutes. However, the Stark Law and similar state statutes are subject to different interpretations. Violations of these self-referral laws may result in substantial civil or criminal penalties, including large civil monetary penalties and exclusion from participation in the Medicare and Medicaid programs. Exclusion of our surgery centers from these programs could result in significant loss of revenues and could have a material adverse effect on us. We can give you no assurances that further judicial or agency interpretation of existing laws or further legislative restrictions on physician ownership or investment in health care entities will not be issued that could have a material adverse effect on us.
The Federal False Claims Act and Similar Federal and State Laws.We are subject to state and federal laws that govern the submission of claims for reimbursement. These laws generally prohibit an individual or entity from knowingly and willfully presenting a claim (or causing a claim to be presented) for payment from Medicare, Medicaid or other third-party payors that is false or fraudulent. The standard for “knowing and willful” often includes conduct that amounts to a reckless disregard for whether accurate information is presented by claims processors. Penalties under these statutes include substantial civil and criminal fines, exclusion from the Medicare program, and imprisonment. One of the most prominent of these laws is the federal False Claims Act, which may be enforced by the federal government directly, or by a qui tam plaintiff on the government’s behalf. Under the False Claims Act, both the government and the private plaintiff, if successful, are permitted to recover substantial
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monetary penalties, as well as an amount equal to three times actual damages. In some cases, qui tam plaintiffs and the federal government have taken the position that violations of the anti-kickback statute and the Stark Law should also be prosecuted as violations of the federal False Claims Act. We believe that we have procedures in place to ensure the accurate completion of claims forms and requests for payment. However, the laws and regulations defining proper Medicare or Medicaid billing are frequently unclear and have not been subjected to extensive judicial or agency interpretation. Billing errors can occur despite our best efforts to prevent or correct them, and we cannot assure you that the government will regard such errors as inadvertent and not in violation of the False Claims Act or related statutes. We are currently not aware of any actions against us under the False Claims Act.
A number of states, including states in which we operate, have adopted their own false claims provisions as well as their own qui tam provisions whereby a private party may file a civil lawsuit in state court. We are currently not aware of any actions against us under any state laws.
Healthcare Industry Investigations. Both federal and state government agencies have heightened and coordinated civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies, as well as their executives and managers. These investigations relate to a wide variety of topics, including referral and billing practices.
The OIG and the Department of Justice have, from time to time, established national enforcement initiatives that focus on specific billing practices or other suspected areas of abuse. Some of our activities could become the subject of governmental investigations or inquiries. For example, we have significant Medicare billings and we have joint venture arrangements involving physician investors. In addition, our executives and managers, many of whom have worked at other healthcare companies that are or may become the subject of federal and state investigations and private litigation, could be included in governmental investigations or named as defendants in private litigation. We are not aware of any governmental investigations involving any of our facilities, our executives or our managers. A future adverse investigation of us, our executives or our managers could result in significant expense to us, as well as adverse publicity.
Privacy Requirements and Administrative Simplification.There are currently numerous legislative and regulatory initiatives at the state and federal levels addressing patient privacy concerns. In particular, DHHS issued final health privacy regulations implementing portions of the Administrative Simplification Provisions of HIPAA that generally became mandatory on April 14, 2003. These privacy regulations extensively regulate the use and disclosure of individually identifiable health-related information.
In addition, HIPAA requires DHHS to adopt standards to protect the security of health-related information. DHHS released final security regulations on February 20, 2003. The security regulations will generally become mandatory on April 20, 2005. These security regulations will require healthcare providers to implement administrative, physical and technical practices to protect the security of individually identifiable health-related information that is electronically maintained or transmitted. Further, as required by HIPAA, DHHS has adopted final regulations establishing electronic data transmission standards that all healthcare providers must use when submitting or receiving certain healthcare transactions electronically. Compliance with these regulations became mandatory for our affiliated centers on October 16, 2003. DHHS has agreed to accept noncompliant Medicare claims for an unspecified time to assist providers that are not yet able to process compliant transactions. However, this extension may be terminated by DHHS and is not binding on private payors. On February 27, 2004, DHHS announced that non-compliant claims received by Medicare on or after July 1, 2004 will be paid no earlier than the 27th day after such claims are received. Compliant claims will continue to be paid no earlier than the 14th day after such claims are received. As of December 31, 2004, all of our surgery centers were compliant with these regulations.
If we fail to comply with these regulations, we could suffer civil penalties up to $25,000 per calendar year for each provision violated and criminal penalties with fines of up to $250,000 per violation. In addition, our facilities will continue to remain subject to any state laws that are more restrictive than the privacy regulations issued under HIPAA. These statutes vary by state and could impose additional penalties.
Obligations to Buy Out Physician Partners. Under many of our agreements with physician partners, we are obligated to purchase the interests of the physicians at an amount as determined by a predefined formula, as specified in the limited partnership and operating agreements, in the event that their continued ownership of interests
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Item 1. Business — (continued)
in the limited partnerships and limited liability companies becomes prohibited by the statutes or regulations described above. The determination of such a prohibition generally is required to be made by our counsel in concurrence with counsel of the physician partners, or if they cannot concur, by a nationally recognized law firm with an expertise in healthcare law jointly selected by us and the physician partners. The interest we are required to purchase will not exceed the minimum interest required as a result of the change in the statute or regulation causing such prohibition.
Employees
As of December 31, 2004, AmSurg and our affiliated entities employed approximately 1,480 persons, 1,030 of whom were full-time employees and 450 of whom were part-time employees. Of the above, 160 were employed at our headquarters in Nashville, Tennessee. In addition, approximately 560 employees are leased on a full-time basis and 425 are leased on a part-time basis from the associated physician practices. None of these employees are represented by a union. We believe our relationships with our employees to be excellent.
Legal Proceedings and Insurance
From time to time, we may be named a party to legal claims and proceedings in the ordinary course of business. We are not aware of any claims or proceedings against us, our limited partnerships or limited liability companies that might have a material financial impact on us.
Each of our surgery centers maintains separate medical malpractice insurance in amounts deemed adequate for its business. We also maintain insurance for general liability, director and officer liability and property. Certain policies are subject to deductibles.
Available Information
We file reports with the Securities and Exchange Commission, or SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports from time to time. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer and the SEC maintains an Internet site at http://www.sec.gov that contains the reports, proxy and information statements and other information filed electronically. Our website address is: http://www.amsurg.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on our website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.
Item 2. Properties
Our principal executive offices are located in Nashville, Tennessee and contain an aggregate of approximately 44,000 square feet of office space, which we lease from a third party pursuant to an agreement that expires in 2014. AmSurg limited partnerships and limited liability companies generally lease space for their surgery centers. Of the centers in operation at December 31, 2004, 126 lease space ranging from 1,200 to 13,400 square feet, with expected remaining lease terms ranging from one to twenty-five years. Two centers in operation at December 31, 2004 are located in buildings owned by the limited partnership or limited liability company that operate the surgery center.
Item 3. Legal Proceedings
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information regarding executive officers of AmSurg as of December 31, 2004. Executive officers of AmSurg serve at the pleasure of the Board of Directors.
| Name | Age | Experience | ||||
| Ken P. McDonald | 64 | Chief Executive Officer since December 1997; President and a director since July 1996; Executive Vice President from December 1994 through July 1996 and Chief Operating Officer from December 1994 until December 1997. | ||||
| Claire M. Gulmi | 51 | Chief Financial Officer since September 1994; Director since 2004; Senior Vice President since March 1997; Secretary since December 1997; Vice President from September 1994 through March 1997. | ||||
| Royce D. Harrell | 59 | Senior Vice President of Corporate Services since September 2000; Senior Vice President of Operations from October 1992 until September 2000. | ||||
| David L. Manning | 55 | Senior Vice President of Development and Assistant Secretary since April 1992. | ||||
In addition, Frank J. Coll, age 45, joined AmSurg on February 28, 2005, filling the position of Senior Vice President, Operations, which had been vacant since August 2004. Since November 2001, Mr. Coll served as President and Principal of The Bottom Line Solution, a private management consulting company. From November 1999 to October 2001, he served as Senior Vice President, Operations for Web MD/Envoy Corporation, which primarily provides electronic transaction processing services to the healthcare industry.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades under the symbol “AMSG” on the Nasdaq National Market. The following table sets forth the high and low sales prices per share for the common stock for each of the quarters in 2003 and 2004, as reported on the Nasdaq National Market.
| 1st | 2nd | 3rd | 4th | |||||||||||||
| Quarter | Quarter | Quarter | Quarter | |||||||||||||
| 2003: | ||||||||||||||||
| High | $ | 17.75 | $ | 20.57 | $ | 22.87 | $ | 26.70 | ||||||||
| Low | $ | 12.02 | $ | 15.25 | $ | 17.99 | $ | 21.15 | ||||||||
| 2004: | ||||||||||||||||
| High | $ | 25.67 | $ | 25.13 | $ | 26.70 | $ | 29.99 | ||||||||
| Low | $ | 20.27 | $ | 21.58 | $ | 20.04 | $ | 20.59 | ||||||||
At March 2, 2005, there were approximately 9,800 holders of our common stock, including 119 shareholders of record. We have never declared or paid a cash dividend on our common stock. We intend to retain our earnings to finance the growth and development of our business and do not expect to declare or pay any cash dividends in the foreseeable future. The declaration of dividends is within the discretion of our Board of Directors, which will review this dividend policy from time to time. Presently, the declaration of dividends is prohibited by a covenant in our credit facility with lending institutions.
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Item 6. Selected Financial Data
| Years Ended December 31, | ||||||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
| (Dollars in thousands, except per share data) | ||||||||||||||||||||
Consolidated Statement of Earnings Data: | ||||||||||||||||||||
| Revenues | $ | 334,304 | $ | 287,168 | $ | 237,976 | $ | 189,672 | $ | 134,880 | ||||||||||
| Operating expenses | 209,677 | 180,927 | 153,000 | 128,056 | 91,198 | |||||||||||||||
| Operating income | 124,627 | 106,241 | 84,976 | 61,616 | 43,682 | |||||||||||||||
| Minority interest | 67,784 | 58,290 | 47,501 | 36,604 | 26,003 | |||||||||||||||
| Interest and other expenses | 2,131 | 1,528 | 1,180 | 2,831 | 4,694 | |||||||||||||||
| Earnings from continuing operations before income taxes | 54,712 | 46,423 | 36,295 | 22,181 | 12,985 | |||||||||||||||
| Income tax expense | 21,649 | 18,569 | 14,519 | 8,875 | 4,973 | |||||||||||||||
| Net earnings from continuing operations | 33,063 | 27,854 | 21,776 | 13,306 | 8,012 | |||||||||||||||
| Earnings from operations of discontinued interests in surgery centers, net of income taxes | 1,045 | 2,272 | 2,246 | 1,599 | 1,054 | |||||||||||||||
| Gain on sale of discontinued interests in surgery centers, net of income taxes | 5,598 | — | — | — | — | |||||||||||||||
| Net earnings | $ | 39,706 | $ | 30,126 | $ | 24,022 | $ | 14,905 | $ | 9,066 | ||||||||||
| Basic earnings per common share: | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 1.11 | $ | 0.92 | $ | 0.71 | $ | 0.48 | $ | 0.37 | ||||||||||
| Net earnings | $ | 1.33 | $ | 1.00 | $ | 0.79 | $ | 0.54 | $ | 0.41 | ||||||||||
| Diluted earnings per common share: | ||||||||||||||||||||
| Net earnings from continuing operations | $ | 1.08 | $ | 0.91 | $ | 0.70 | $ | 0.47 | $ | 0.36 | ||||||||||
| Net earnings | $ | 1.30 | $ | 0.98 | $ | 0.77 | $ | 0.52 | $ | 0.40 | ||||||||||
| Weighted average number of shares and share equivalents outstanding: | ||||||||||||||||||||
| Basic | 29,895 | 30,139 | 30,585 | 27,642 | 21,891 | |||||||||||||||
| Diluted | 30,507 | 30,666 | 31,092 | 28,532 | 22,551 | |||||||||||||||
Operating and Other Financial Data: | ||||||||||||||||||||
| Continuing centers at end of year | 128 | 112 | 103 | 91 | 77 | |||||||||||||||
| Procedures performed during year | 615,488 | 532,008 | 452,846 | 372,184 | 277,451 | |||||||||||||||
| Same center revenue increase | 4 | % | 7 | % | 13 | % | 10 | % | 10 | % | ||||||||||
| Cash flows provided by operating activities | $ | 55,452 | $ | 48,095 | $ | 46,919 | $ | 37,301 | $ | 18,493 | ||||||||||
| Cash flows used by investing activities | (61,660 | ) | (48,384 | ) | (43,832 | ) | (64,685 | ) | (44,004 | ) | ||||||||||
| Cash flows provided by (used in) financing activities | 6,942 | 1,227 | (841 | ) | 30,770 | 23,676 | ||||||||||||||
| At December 31, | ||||||||||||||||||||
| 2004 | 2003 | 2002 | 2001 | 2000 | ||||||||||||||||
| (In thousands) | ||||||||||||||||||||
Consolidated Balance Sheet Data: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 14,992 | $ | 14,258 | $ | 13,320 | $ | 11,074 | $ | 7,688 | ||||||||||
| Working capital | 56,302 | 46,009 | 37,414 | 34,909 | 26,589 | |||||||||||||||
| Total assets | 425,155 | 356,189 | 299,814 | 241,383 | 190,652 | |||||||||||||||
| Long-term debt and other long-term obligations | 88,160 | 53,137 | 27,884 | 12,685 | 71,832 | |||||||||||||||
| Minority interest | 39,710 | 36,796 | 29,869 | 25,047 | 21,063 | |||||||||||||||
| Shareholders’ equity | 254,149 | 232,898 | 216,364 | 185,569 | 83,145 | |||||||||||||||
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report contains certain forward-looking statements (all statements other than with respect to historical fact) within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve known and unknown risks and uncertainties including, without limitation, those described in “Business – Risk Factors,” some of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. Actual results could differ materially and adversely from those contemplated by any forward-looking statement. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements in this discussion to reflect events and circumstances occurring after the date hereof or to reflect unanticipated events. Forward-looking statements and our liquidity, financial condition and results of operations may be affected by the risks set forth in “Business – Risk Factors” or by other unknown risks and uncertainties.
Overview
We develop, acquire and operate practice-based ambulatory surgery centers in partnership with physician practice groups. As of December 31, 2004, we owned a majority interest (51% or greater) in 128 surgery centers.
The following table presents the changes in the number of surgery centers in operation, under development and under letter of intent for the years ended December 31, 2004, 2003 and 2002. A center is deemed to be under development when a limited partnership or limited liability company has been formed with the physician group partner to develop the center.
| 2004 | 2003 | 2002 | ||||||||||
| Centers in operation, beginning of the year | 116 | 107 | 95 | |||||||||
| New center acquisitions placed in operation | 10 | 6 | 10 | |||||||||
| New development centers placed in operation | 6 | 4 | 2 | |||||||||
| Centers disposed (1) | (4 | ) | (1 | ) | — | |||||||
| Centers in operation, end of the year | 128 | 116 | 107 | |||||||||
| Centers under development, end of the year | 9 | 12 | 9 | |||||||||
| Development centers awaiting CON approval, end of year | — | — | 2 | |||||||||
| Average number of continuing centers in operation, during year | 117 | 105 | 94 | |||||||||
| Centers under letter of intent, end of year | 7 | 8 | 6 | |||||||||
| (1) | In 2004, we sold our interests in four centers. In 2003, we closed a center upon the expiration of its real estate lease. This center operated in conjunction with a center that continues in operation and is owned by the same limited liability company. |
Of the surgery centers in operation as of December 31, 2004, 79 centers perform gastrointestinal endoscopy procedures, 39 centers perform ophthalmology surgery procedures, five centers perform orthopedic procedures and five centers perform procedures in more than one specialty. The other partner or member in each limited partnership or limited liability company is generally an entity owned by physicians who perform procedures at the center. We intend to expand primarily through the development and acquisition of additional practice-based ambulatory surgery centers in targeted surgical specialties and through future same-center growth. Our growth targets for 2005 include the acquisition or development of a net 16 to 19 additional surgery centers and the achievement of same-center revenue growth of 4% to 7%.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)
While we generally own 51% of the entities that own the surgery centers, and up to 65% in certain instances, our consolidated statements of operations include 100% of the results of operations of the entities, reduced by the minority partners’ share of the net earnings or loss of the surgery center entities.
Sources of Revenues
Substantially all of our revenues are derived from facility fees charged for surgical procedures performed in our surgery centers. This fee varies depending on the procedure, but usually includes all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications. Facility fees do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians, which are billed directly by the physicians. Our revenues are recorded net of estimated contractual adjustments from third-party medical service payors.
Practice-based ambulatory surgery centers, such as those in which we own a majority interest, depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients. The amount of payment a surgery center receives for its services may be adversely affected by market and cost factors, as well as other factors over which we have no control, including Medicare and Medicaid regulations and the cost containment and utilization decisions of third-party payors. We derived approximately 37%, 40% and 40% of our revenues in the years ended December 31, 2004, 2003 and 2002, respectively, from governmental healthcare programs, primarily Medicare. The Medicare program currently pays ambulatory surgery centers in accordance with predetermined fee schedules. On October 1, 2003 and October 1, 2002, our surgery centers received a 2% and 3% price increase, respectively, from Medicare. However, effective April 1, 2004, our surgery centers received a 2% price decrease from Medicare.
Critical Accounting Policies
Our accounting policies are described in note 1 of the consolidated financial statements. We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our financial statements and the uncertainties that could impact our results of operations, financial condition and cash flows.
Principles of Consolidation.The consolidated financial statements include the accounts of AmSurg and our subsidiaries and the majority owned limited partnerships and limited liability companies in which our wholly owned subsidiaries are the general partner or majority member. Consolidation of such limited partnerships and limited liability companies is necessary, as our wholly owned subsidiaries have 51% or more of the financial interest, are the general partner or majority member with all the duties, rights and responsibilities thereof and are responsible for the day-to-day management of the limited partnership or limited liability companies, and have control of the entities. The responsibilities of our minority partners are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated.
Surgery center profits are allocated to our minority partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. The minority partners of our surgery center limited partnerships and limited liability companies typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each minority partner shares in the pre-tax earnings of the surgery center in which it holds minority ownership. Accordingly, the minority interest in each of our limited partnerships and limited liability companies is determined on a pre-tax basis and presented before earnings before income taxes in order to present that amount of earnings on which we must determine our tax expense. In addition, distributions from our limited partnerships and limited liability companies are made to both our subsidiary general partners and majority members and our minority partners on a pre-tax basis.
As described above, we are a holding company and our ability to service corporate debt is dependent upon distributions from our limited partnerships and limited liability companies. Positive operating cash flows of
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
individual centers are the sole source of cash used to make distributions to our subsidiary general partners and majority members as well as to our minority partners, which we are obligated to make on a monthly basis in accordance with each limited partnership’s and limited liability company’s partnership or operating agreement. Accordingly, distributions to our minority partners are included in our financial statements as a component of our cash flows from operating activities.
We operate in one reportable business segment, the ownership and operation of ambulatory surgery centers.
Revenue Recognition.Center revenues consist of billing for the use of the centers’ facilities, or facility fees, directly to the patient or third-party payor, and in limited instances, billing for anesthesia services. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor.
Allowance for Contractual Adjustments and Bad Debt Expense.Our revenues are recorded net of estimated contractual adjustments from third-party medical service payors, which we estimate based on historical trends of the surgery centers’ cash collections and contractual write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics. In addition, we must estimate allowances for bad debt expense using similar information and analysis. These estimates are recorded and monitored monthly for each of our surgery centers as additional revenue is recognized. Our ability to accurately estimate contractual adjustments is dependent upon and supported by the fact that our surgery centers perform and bill for limited types of procedures, that the range of reimbursement for those procedures within each surgery center specialty is very narrow and that payments are typically received within 15 to 45 days of billing. In addition, our surgery centers are not required to file cost reports, and therefore, we have no risk of unsettled amounts from third-party payors. These estimates are not, however, established from billing system-generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter. While we believe that our allowances for contractual adjustments and bad debt expense are adequate, if the actual contractual adjustments and write-offs are in excess of our estimates, our results of operations may be overstated. During the years ended December 31, 2004, 2003 and 2002, we had no significant adjustments to our allowances for contractual adjustments and bad debt expense related to prior periods. At December 31, 2004 and 2003, net accounts receivable reflected allowances for contractual adjustments of $35.1 million and $32.4 million, respectively, and allowances for bad debt expense of $5.1 million and $5.0 million, respectively. At December 31, 2004 and 2003, we had 39 and 41 days outstanding reflected in our gross accounts receivable.
Purchase Price Allocation.We allocate the respective purchase price of our acquisitions in accordance with Statement of Financial Accounting Standard, or SFAS, No. 141,“Business Combinations.”The allocation of purchase price involves first, determining the fair value of net tangible and identifiable intangible assets acquired. Secondly, the excess amount of purchase price is to be allocated to unidentifiable intangible assets (goodwill). A significant portion of each surgery center’s purchase price historically has been allocated to goodwill due to the nature of the businesses acquired, the pricing and structure of our acquisitions and the absence of other factors indicating any significant value which could be attributable to separately identifiable intangible assets.
Goodwill.We apply the provision of SFAS No. 142,“Goodwill and Other Intangible Assets”which requires that goodwill be evaluated for impairment at least on an annual basis; impairment of carrying value will be evaluated more frequently if certain indicators are encountered. SFAS No. 142 requires that goodwill be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. We have determined that we have one operating as well as one reportable segment. Our centers each qualify as components of that operating segment and have similar economic characteristics, and therefore, should be aggregated and deemed a single reporting unit. We completed our annual impairment test as required by SFAS 142 as of December 31, 2004, and have determined that it is not necessary to recognize impairment in our goodwill.
Results of Operations
Our revenues are directly related to the number of procedures our surgery centers perform. Our overall growth in procedure volume is impacted directly by the increase in the number of surgery centers in operation and the growth in procedure volume at existing centers. We increase our number of surgery centers through both acquisitions and
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
developments. Procedure growth at any existing center may result from additional contracts entered into with third- party payors, increased market share of the associated medical practice of our physician partners, new physician partners and/or scheduling and operating efficiencies gained at the surgery center. A significant measurement of how much our revenues grow from year to year for existing centers is our same-center revenue percentage. We define our same-center group each year as those centers which contain full year-to-date operations in both comparable reporting periods. In 2004, we had 102 centers in our same-center group and they had revenue growth of 4%. While historically our quarter-to-quarter and year-to-year same-center revenue percentages have varied from 2% to 14%, we believe that our same-center revenues in 2005 will range between 4% and 7%. Our same-center group in 2005 will be comprised of 112 centers, which constitutes approximately 88% of our total base of centers.
During 2004, revenue for 25 of our centers was adversely impacted by four major hurricanes in the Florida region during the months of August and September. Hurricane preparations and evacuations resulted in business disruption as scheduled surgical procedures were postponed or canceled. While experiencing no significant property damage, normal operations of these centers continued to be disrupted following landfall of the hurricanes due to power outages and dislocated patients, doctors and surgery center employees. We estimate that as a result of the hurricanes, revenues were reduced by $2.0 million in 2004 and our same center revenue growth was adversely affected by approximately 1%.
Expenses directly related to procedures performed at our surgery centers include clinical and administrative salaries and benefits, supply cost and other variable expenses such as linen cost, repair and maintenance of equipment, billing fees and bad debt expense. The majority of our corporate salary and benefits cost is associated directly with the number of centers we own and manage and tends to grow in proportion to the growth of our centers in operation. Our centers and corporate offices also incur costs that are more fixed in nature, such as lease expense, legal fees, property taxes, utilities and depreciation and amortization.
Surgery center profits are allocated to our minority partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. The minority partners of our surgery center limited partnerships and limited liability companies typically are organized as limited partnerships or limited liability companies that are not subject to federal income tax. Each minority partner shares in the pre-tax earnings of the surgery center of which it is a minority partner. Accordingly, the minority interest in each of our surgery center limited partnerships and limited liability companies is determined on a pre-tax basis and presented before earnings before income taxes in order to present that amount of earnings on which we must determine our tax expense.
Our interest expense results primarily from our borrowings used to fund acquisition and development activity, as well as interest incurred on capital leases.
We file a consolidated federal income tax return and numerous state income tax returns with varying tax rates. Our income tax expense reflects the blending of these rates.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
The following table shows certain statement of earnings items expressed as a percentage of revenues for the years ended December 31, 2004, 2003 and 2002:
| 2004 | 2003 | 2002 | ||||||||||
| Revenues | 100.0 | % | 100.0 | % | 100.0 | % | ||||||
| Operating expenses: | ||||||||||||
| Salaries and benefits | 27.0 | 26.8 | 27.2 | |||||||||
| Supply cost | 11.3 | 11.4 | 11.8 | |||||||||
| Other operating expenses | 20.3 | 20.9 | 21.2 | |||||||||
| Depreciation and amortization | 4.1 | 3.9 | 4.1 | |||||||||
| Total operating expenses | 62.7 | 63.0 | 64.3 | |||||||||
| Operating income | 37.3 | 37.0 | 35.7 | |||||||||
| Minority interest | 20.3 | 20.3 | 19.9 | |||||||||
| Interest expense, net of interest income | 0.6 | 0.5 | 0.5 | |||||||||
| Earnings from continuing operations before income taxes | 16.4 | 16.2 | 15.3 | |||||||||
| Income tax expense | 6.5 | 6.5 | 6.1 | |||||||||
| Net earnings from continuing operations | 9.9 | 9.7 | 9.2 | |||||||||
| Discontinued operations: | ||||||||||||
| Earnings from operations of discontinued interests in surgery centers, net of income taxes | 0.3 | 0.8 | 0.9 | |||||||||
| Gain on sale of discontinued interests in surgery centers, net of income taxes | 1.7 | — | — | |||||||||
| Earnings from discontinued operations | 2.0 | 0.8 | 0.9 | |||||||||
| Net earnings | 11.9 | % | 10.5 | % | 10.1 | % | ||||||
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
Revenues increased $47.1 million, or 16%, to $334.3 million in 2004 from $287.2 million in 2003. The additional revenue resulted primarily from 10 centers acquired and developed in 2003, which contributed $22.4 million additional revenue due to having a full year of operations in 2004; 16 acquired and developed centers in 2004, which had $14.2 million in revenue; and $10.3 million, or 4%, revenue growth recognized by 102 centers in our 2004 same-center group. The additional revenue from our same-center group resulted primarily from procedure growth and was negatively impacted by approximately 1% due to the hurricanes described above.
The additional surgery centers in operation and same-center procedure growth resulted in a 16% increase in procedure volume in 2004 over 2003. Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers due to increased volume, resulted in a 20% increase in salaries and benefits at our surgery centers. In order to provide appropriate corporate management for the additional centers, we increased our number of corporate employees. However, because certain financial targets were not met, the Company did not pay as high of levels of incentive compensation for 2004 compared to 2003. As a result, we experienced no significant changes in our corporate salary and benefit expense. Salaries and benefits increased in total by 17% to $90.2 million in 2004 from $76.8 million in 2003.
Supply cost was $37.9 million in 2004, an increase of $5.1 million, or 16%, over supply cost in 2003. This increase was commensurate with the additional procedure volume and reflective of a consistent 11.4% of revenues in 2004 and 2003. Our average supply cost per procedure in 2004 and 2003 was $62.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
Other operating expenses increased $8.0 million, or 13%, to $68.0 million in 2004 from 2003. The additional expense resulted primarily from 10 centers acquired and developed in 2003, with an increase of $3.3 million in additional operating expenses due to having a full year of operations in 2004; 16 acquired and developed centers in 2004, with $3.1 million in other operating expenses; and $2.1 million increase in other operating expenses from our 2004 same-center group resulting from cost of additional revenue. This increase was commensurate with the additional procedure volume. Other operating expenses as a percentage of revenues decreased from 20.9% in 2003 to 20.3% in 2004. A significant factor which contributed to this decrease was a reduction of bad debt expense as a percentage of revenues from 3.2% to 2.6% due to our concentrated efforts to improve our cash collection processes. In addition, we had certain cost reductions in medical malpractice insurance, primarily as a result of more favorable loss history, and repair and maintenance compared to 2003 on a per center basis. Included in other operating expenses in 2004 is a non-cash loss on a long-term note receivable of $1.1 million in 2004 due to our establishment of a reserve for our estimate of the uncollectible portion of a long-term note receivable. The note receivable originated from the sale of a physician practice in 1998 in connection with our exit from that line of business. We expect other operating expenses as a percentage of revenues in future periods to return to a level more consistent with historical periods.
Depreciation and amortization expense increased $2.3 million, or 20%, in 2004 from 2003, primarily as a result of the newly developed surgery centers in operation which have an initially higher level of depreciation expense due to the brand new construction cost.
We anticipate further increases in operating expenses in 2005, primarily due to additional start-up centers and acquired centers expected to be placed in operation. Typically, a start-up center will incur start-up losses while under development and during its initial months of operations and will experience lower revenues and operating margins than an established center until its case load grows to a more optimal operating level, which generally is expected to occur within the 12 months after a center opens. At December 31, 2004, we had nine centers under development and six centers that had been open for less than one year.
Minority interest in earnings in 2004 increased $9.5 million, or 16%, from 2003, primarily as a result of minority partners’ interest in earnings at surgery centers recently added to operations. As a percentage of revenues, minority interest remained unchanged at 20.3% in 2004, compared to 20.3% in 2003.
Interest expense increased approximately $600,000 in 2004, or 39%, from 2003, primarily due to additional long-term debt outstanding during 2004 resulting primarily from acquisition activity and our stock repurchase program (see – “Liquidity and Capital Resources”).
We recognized income tax expense from continuing operations of $21.6 million in 2004 compared to $18.6 million in 2003. Our effective tax rate in 2004 and 2003 was 39.6% and 40.0%, respectively, of earnings before income taxes and differed from the federal statutory income tax rate of 35%, primarily due to the impact of state income taxes. During 2005, we anticipate that our effective tax rate will continue to decrease to a range of approximately 39.2% to 39.6% due to lower weighted average state tax rates anticipated to be applied in 2005. Because we deduct goodwill amortization for tax purposes only, a larger portion of our overall income tax expense is considered deferred income taxes, which results in a continuing increase in our deferred tax liability, which would only be due in part or in whole upon the disposition of a portion or all of our surgery centers.
In three separate transactions in 2004, we sold our interests in four surgery centers and recognized a combined after tax gain of $5.6 million. The centers’ results of operations have been classified as discontinued operations and prior periods have been restated. The net earnings derived from the operations of these centers were $1.0 million and $2.3 million in 2004 and 2003.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
Revenues increased $49.2 million, or 21%, to $287.2 million in 2003 from $238.0 million in 2002. The additional revenue resulted primarily from 12 centers acquired and developed in 2002, which contributed $26.2 million additional revenue due to having a full year of operations in 2003; 10 acquired and developed centers in 2003, which had $10.4 million in revenue; and $12.7 million, or 7%, revenue growth recognized by 90 centers in our 2003 same-center group as a result of procedure growth.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
The additional surgery centers in operation and same-center procedure growth resulted in a 17% increase in procedure volume in 2003 over 2002. Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers due to increased volume, resulted in a 23% increase in salaries and benefits at our surgery centers. Our salaries and benefits at our corporate offices remained flat. However, because certain financial targets were not met, the Company did not pay as high of levels of incentive compensation for 2003 compared to 2002. As a result, we experienced no significant changes in our corporate salary and benefit expense. Salaries and benefits increased in total by 19% to $76.8 million in 2003 from $64.8 million in 2002.
Supply cost was $32.9 million in 2003, an increase of $4.9 million, or 18%, over supply cost in 2002. This increase was commensurate with the additional procedure volume. Our average supply cost per procedure in 2003 and 2002 was $62.
Other operating expenses increased $9.5 million, or 19%, to $60.0 million in 2003 from 2002. The additional expense resulted primarily from 12 centers acquired and developed in 2002, with an increase of $4.0 million in additional operating expenses due to having a full year of operations in 2003; 10 acquired and developed centers in 2003, with $2.7 million in other operating expenses; and $2.6 million increase in other operating expenses from our 2003 same-center group resulting from cost of additional revenue. This increase was commensurate with the additional procedure volume.
Depreciation and amortization expense increased $1.5 million, or 15%, in 2003 from 2002, primarily as a result of the additional surgery centers in operation.
Operating income margin increased by 1%, which is primarily the result of the leverage we achieve from having a high but consistent fixed cost component from year to year at each center. Because each incremental procedure generates only a variable cost component, same-center procedure growth generally contributes to operating income at a rate higher than the average operating income margin of the center.
Minority interest in earnings in 2003 increased $10.8 million, or 23%, from 2002, primarily as a result of minority partners’ interest in earnings at surgery centers recently added to operations and from increased same-center profitability. As a percentage of revenues, minority interest increased due to the fact that all of the acquired and developed centers in 2003 have a 49% minority ownership, which continues to dilute the impact on minority interest of those centers that have less than 49% minority ownership.
Interest expense increased approximately $300,000 in 2003, or 29%, from 2002, primarily due to additional long-term debt outstanding during 2003 resulting primarily from acquisition activity and our stock repurchase program (see – “Liquidity and Capital Resources”).
We recognized income tax expense of $18.6 million in 2003 compared to $14.5 million in 2002. Our effective tax rate in 2003 and 2002 was 40% of earnings before income taxes and differed from the federal statutory income tax rate of 35%, primarily due to the impact of state income taxes. Because we deduct goodwill amortization for tax purposes only, a larger portion of our overall income tax expense is considered deferred income taxes, which results in a continuing increase in our deferred tax liability, which would only be due in part or in whole upon the disposition of a portion or all of our surgery centers.
In three separate transactions in 2004, we sold our interests in four surgery centers. The centers’ results of operations have been classified as discontinued operations and prior periods have been restated. The net earnings derived from the operations of these centers were $2.3 million and $2.2 million in 2003 and 2002.
Liquidity and Capital Resources
At December 31, 2004, we had working capital of $56.3 million compared to $46.0 million at December 31, 2003. Operating activities for 2004 generated $55.5 million in cash flow from operations compared to $48.1 million in 2003. The increase in operating cash flow activity resulted primarily from an additional $5.2 million in net earnings from continuing operations, resulting primarily from additional centers in operation and growth in same-center revenue. Operating cash flow in 2004 and 2003 contained $3.0 million and $2.4 million, respectively, in tax benefit from the exercise of stock options. Cash and cash equivalents at December 31, 2004 and 2003 were $15.0 million and $14.3 million, respectively.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
The principle source of our operating cash flow is the collection of accounts receivable from governmental payors, commercial payors and individuals. Each of our surgery centers bills for services as delivered, either electronically or in paper form, usually within several days following the delivery of the procedure. Generally, unpaid amounts that are 30 days past due are rebilled based on a standard set of procedures. If amounts remain uncollected after 60 days, our surgery centers proceed with a series of late-notice notifications until amounts are either collected, contractually written-off in accordance with contracted rates or determined to be uncollectible, typically after 90 to 120 days. Receivables determined to be uncollectible are written off and such amounts are applied to our estimate of allowance for bad debts as previously established in accordance with our policy for allowance for bad debt expense (see “ – Critical Accounting Policies —Allowance for Contractual Adjustments and Bad Debt Expense”). The amount of actual write-offs of account balances for each of our surgery centers is continuously compared to established allowances for bad debt to ensure that such allowances are adequate. At December 31, 2004 and 2003, our accounts receivable represented 39 and 41 days’ revenue outstanding, respectively.
During 2004, we had total capital expenditures of $72.0 million, which included:
| • | $48.6 million for acquisitions of interests in practice-based ambulatory surgery centers, including $3.5 million in notes payable, which were repaid in 2005; | |||
| • | $13.0 million for new or replacement property at existing surgery centers including $400,000 in new capital leases; and | |||
| • | $10.4 million for new start-up surgery centers. | |||
Our cash flow from operations was enough to fund over 80% of our acquisition cash obligations and development activity, and we received approximately $1.4 million from capital contributions of our minority partners to fund their proportionate share of development activity. Borrowings under long-term debt were used to fund the remaining portion of our acquisition cash obligations and development activity. At December 31, 2004, we and our limited partnerships and limited liability companies had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $2.4 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by minority partners.
In 2004, we received approximately $4.7 million in cash proceeds from the sale of our interests in three surgery centers. We also sold our interest in an additional surgery center for $12.5 million in the form of a secured note receivable. The note is secured by a pledge of a 51% ownership interest in the center, is guaranteed by the physician partners at the center and is due in installments through 2009. The balance of this note and our other notes receivable at December 31, 2004 was $12.0 million.
During 2004, we had net borrowings on long-term debt of $27.2 million. At December 31, 2004, we had $79.5 million outstanding under our revolving credit facility, which permits us to borrow up to $125.0 million to finance our acquisition and development projects and stock repurchase program at a rate equal to, at our option, the prime rate plus a spread of 0.25% to 1.25% or LIBOR plus a spread of 1.25% to 2.25%, depending upon borrowing levels. The loan agreement also provides for a fee of 0.375% to 0.50% of unused commitments. The loan agreement prohibits the payment of dividends and contains covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. We were in compliance in all material respects with all covenants at December 31, 2004. Borrowings under the credit facility are due in March 2008 and are secured primarily by a pledge of the stock of our subsidiaries that serve as the general partners of our limited partnerships and our membership interests in the limited liability companies. We incurred approximately $100,000 in deferred financing fees during 2004, primarily associated with amending our credit facility.
During 2004, we received approximately $7.3 million from the exercise of options and issuance of common stock under our employee stock option plans. The tax benefit received from the exercise of those options was approximately $3.0 million.
In 2004, we completed our authorized stock repurchase programs, which were authorized in February 2003 and March 2004, by acquiring and retiring 1,290,214 shares of our common stock for $28.8 million, at an average price per share of $22.29.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)
In February 2004, our Board of Directors approved a 3-for-2 stock split to be effected in the form of a 50% stock dividend. The new shares were distributed on March 24, 2004 to shareholders of record at the close of business on March 8, 2004.
Effective May 21, 2004, our Second Amended and Restated Charter was amended to increase our authorized shares of capital stock from 44,800,000 to 75,000,000 and to increase our authorized shares of common stock, no par value, from 39,800,000 to 70,000,000.
The following schedule summarizes all of our contractual obligations by period as of December 31, 2004 (in thousands):
| Payments Due by Period | ||||||||||||||||||||
| Less than | More than | |||||||||||||||||||
| Total | 1 Year | 1-3 Years | 3-5 Years | 5 Years | ||||||||||||||||
| Long-term debt (1) | $ | 87,530 | $ | 1,066 | $ | 84,919 | $ | 341 | $ | 1,204 | ||||||||||
| Capital lease obligations | 380 | 162 | 208 | 10 | — | |||||||||||||||
| Operating leases, including renewal option periods | 245,308 | 16,321 | 32,663 | 32,233 | 164,091 | |||||||||||||||
| Construction in progress commitments | 2,375 | 2,375 | — | — | — | |||||||||||||||
| Total contractual cash obligations | $ | 335,593 | $ | 19,924 | $ | 117,790 | $ | 32,584 | $ | 165,295 | ||||||||||
| (1) | Our long-term debt may increase based on acquisition activity expected to occur in the future. We may use our operating cash flow to repay existing long-term debt under our credit facility prior to its maturity date. |
In addition, as of December 31, 2004, we had available under our revolving credit facility $45.5 million for acquisition borrowings. Our credit facility matures on March 4, 2008.
Foregoing any significant adverse impact on our future operating results, we believe that our operating cash flow and borrowing capacity will provide us with adequate liquidity for the next three to five years to conduct our business and further implement our growth strategy.
Recent Accounting Pronouncements
In December 2003, the Financial Accounting Standards Board, or FASB, issued Interpretation No., or FIN, 46 (revised 2003), “Consolidation of Variable Interest Entities.” This interpretation, which replaces FIN 46, addresses consolidation by business enterprises of variable interest entities when certain characteristics are present. This interpretation applies immediately to variable interest entities created after December 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. Interests held in variable interest entities created on or before December 31, 2003 are not subject to the provisions of this interpretation until the end of the first reporting period after March 15, 2004 unless the variable interest entities meet the definition of a special-purpose entity as defined by this statement. This interpretation must be applied for special purpose entities as of the first reporting period subsequent to December 15, 2003 and for all other types of entities for periods ending after March 15, 2004. As of December 31, 2003, we did not have any entities that are considered to be variable interest entities. The adoption of the remaining portion of this interpretation did not have a material effect on our consolidated financial position or consolidated results of operations.
In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment (Revised 2004).”This statement addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for the company’s equity instruments or liabilities that are based on the fair value of the company’s equity securities or may be settled by the issuance of these securities. SFAS No. 123R eliminates the ability to account for share-based compensation using Accounting Principles Board Opinion No. 25 and generally requires that such transactions be accounted for using a fair value method. The provisions of this statement are effective for financial
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)
statements issued for fiscal periods beginning after June 15, 2005 and will become effective for us beginning with the third quarter of 2005. We have yet to determine a transition method to adopt SFAS 123R or which valuation method to use. The full impact that the adoption of this statement will have on our financial position and results of operations will be determined by share-based payments granted in future periods, the transition method and valuation model used.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. We utilize a balanced mix of maturities along with both fixed-rate and variable-rate debt to manage our exposures to changes in interest rates. Our debt instruments are primarily indexed to the prime rate or LIBOR. Although there can be no assurances that interest rates will not change significantly, we do not expect changes in interest rates to have a material effect on income or cash flows in 2004.
The table below provides information as of December 31, 2004 and 2003 about our long-term debt obligations based on maturity dates that are sensitive to changes in interest rates, including principal cash flows and related weighted average interest rates by expected maturity dates (in thousands, except percentage data):
| Fair | ||||||||||||||||||||||||||||||||
| Value at | ||||||||||||||||||||||||||||||||
| Years Ended December 31, | December 31, | |||||||||||||||||||||||||||||||
| 2005 | 2006 | 2007 | 2008 | 2009 | Thereafter | Total | 2004 | |||||||||||||||||||||||||
| Fixed rate | $ | 705 | $ | 547 | $ | 537 | $ | 45 | $ | 10 | — | $ | 1,844 | $ | 1,846 | |||||||||||||||||
| Average interest rate | 6.1 | % | 6.4 | % | 6.6 | % | 4.5 | % | 5.3 | % | — | |||||||||||||||||||||
| Variable rate | $ | 522 | $ | 346 | $ | 331 | $ | 83,322 | $ | 341 | $ | 1,204 | $ | 86,066 | $ | 86,066 | ||||||||||||||||
| Average interest rate | 5.0 | % | 5.4 | % | 5.5 | % | 3.8 | % | 5.6 | % | 5.7 | % | ||||||||||||||||||||
| Fair | ||||||||||||||||||||||||||||||||
| Value at | ||||||||||||||||||||||||||||||||
| Years Ended December 31, | December 31, | |||||||||||||||||||||||||||||||
| 2004 | 2005 | 2006 | 2007 | 2008 | Thereafter | Total | 2003 | |||||||||||||||||||||||||
| Fixed rate | $ | 1,446 | $ | 641 | $ | 471 | $ | 438 | — | — | $ | 2,996 | $ | 3,089 | ||||||||||||||||||
| Average interest rate | 6.3 | % | 6.5 | % | 6.7 | % | 6.9 | % | — | — | ||||||||||||||||||||||
| Variable rate | $ | 430 | $ | 141 | $ | 44 | $ | 46 | $ | 50,436 | $ | 920 | $ | 52,017 | $ | 52,017 | ||||||||||||||||
| Average interest rate | 4.4 | % | 4.5 | % | 4.5 | % | 4.5 | % | 3.0 | % | 4.5 | % | ||||||||||||||||||||
The difference in maturities of long-term obligations and overall increase in total borrowings principally resulted from our borrowings associated with our stock repurchase programs and acquisitions of surgery centers. The average interest rates on these borrowings at December 31, 2004 increased as compared to December 31, 2003 due to an overall increase in market rates.
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Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
AmSurg Corp.
Nashville, Tennessee
We have audited the accompanying consolidated balance sheets of AmSurg Corp. and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of earnings, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of AmSurg Corp. and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2005 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Nashville, Tennessee
March 10, 2005
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Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Consolidated Balance Sheets
December 31, 2004 and 2003
(Dollars in thousands)
| 2004 | 2003 | |||||||
Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 14,992 | $ | 14,258 | ||||
| Accounts receivable, net of allowance of $5,119 and $4,956, respectively | 39,224 | 36,172 | ||||||
| Supplies inventory | 4,517 | 4,292 | ||||||
| Deferred income taxes (note 8) | 854 | 1,092 | ||||||
| Prepaid and other current assets | 13,731 | 7,349 | ||||||
| Total current assets | 73,318 | 63,163 | ||||||
| Long-term receivables and deposits (note 2) | 9,703 | 2,592 | ||||||
| Property and equipment, net (notes 3, 5 and 6) | 73,519 | 60,710 | ||||||
| Intangible assets, net (notes 2 and 4) | 268,615 | 229,724 | ||||||
| Total assets | $ | 425,155 | $ | 356,189 | ||||
Liabilities and Shareholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Current portion of long-term debt (note 5) | $ | 1,228 | $ | 1,876 | ||||
| Accounts payable | 9,013 | 8,187 | ||||||
| Accrued salaries and benefits | 5,784 | 4,892 | ||||||
| Other accrued liabilities | 991 | 1,466 | ||||||
| Current income taxes payable | — | 733 | ||||||
| Total current liabilities | 17,016 | 17,154 | ||||||
| Long-term debt (notes 2 and 5) | 86,682 | 53,137 | ||||||
| Deferred income taxes (note 8) | 26,120 | 16,204 | ||||||
| Other long-term liabilities | 1,478 | — | ||||||
| Minority interest | 39,710 | 36,796 | ||||||
| Commitments and contingencies (notes 2, 5, 6, 9 and 11) | ||||||||
| Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding (note 7) | — | — | ||||||
| Shareholders’ equity: | ||||||||
| Common stock, no par value 70,000,000 shares authorized, 29,420,428 and 30,108,708 shares outstanding, respectively (note 7) | 126,538 | 144,993 | ||||||
| Retained earnings | 127,611 | 87,905 | ||||||
| Total shareholders’ equity | 254,149 | 232,898 | ||||||
| Total liabilities and shareholders’ equity | $ | 425,155 | $ | 356,189 | ||||
See accompanying notes to the consolidated financial statements.
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Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Consolidated Statements of Earnings
Years Ended December 31, 2004, 2003 and 2002
(In thousands, except earnings per share)
| 2004 | 2003 | 2002 | ||||||||||
| Revenues | $ | 334,304 | $ | 287,168 | $ | 237,976 | ||||||
| Operating expenses: | ||||||||||||
| Salaries and benefits (note 9) | 90,197 | 76,845 | 64,780 | |||||||||
| Supply cost | 37,930 | 32,839 | 27,933 | |||||||||
| Other operating expenses (note 9) | 67,975 | 59,975 | 50,489 | |||||||||
| Depreciation and amortization | 13,575 | 11,268 | 9,798 | |||||||||
| Total operating expenses | 209,677 | 180,927 | 153,000 | |||||||||
| Operating income | 124,627 | 106,241 | 84,976 | |||||||||
| Minority interest | 67,784 | 58,290 | 47,501 | |||||||||
| Interest expense, net of interest income of $308, $187 and $227, respectively | 2,131 | 1,528 | 1,180 | |||||||||
| Earnings from continuing operations before income taxes | 54,712 | 46,423 | 36,295 | |||||||||
| Income tax expense (note 8) | 21,649 | 18,569 | 14,519 | |||||||||
| Net earnings from continuing operations | 33,063 | 27,854 | 21,776 | |||||||||
| Discontinued operations: | ||||||||||||
| Earnings from operations of discontinued interests in surgery centers, net of income taxes | 1,045 | 2,272 | 2,246 | |||||||||
| Gain on sale of discontinued interests in surgery centers, net of income taxes | 5,598 | — | — | |||||||||
| Earnings from discontinued operations | 6,643 | 2,272 | 2,246 | |||||||||
| Net earnings | $ | 39,706 | $ | 30,126 | $ | 24,022 | ||||||
| Basic earnings per common share (note 7): | ||||||||||||
| Net earnings from continuing operations | $ | 1.11 | $ | 0.92 | $ | 0.71 | ||||||
| Net earnings | $ | 1.33 | $ | 1.00 | $ | 0.79 | ||||||
| Diluted earnings per common share: | ||||||||||||
| Net earnings from continuing operations | $ | 1.08 | $ | 0.91 | $ | 0.70 | ||||||
| Net earnings | $ | 1.30 | $ | 0.98 | $ | 0.77 | ||||||
| Weighted average number of shares and share equivalents outstanding (note 7): | ||||||||||||
| Basic | 29,895 | 30,139 | 30,585 | |||||||||
| Diluted | 30,507 | 30,666 | 31,092 | |||||||||
See accompanying notes to the consolidated financial statements.
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Item 8. Financial Statements and Supplementary Data – (continued) |
AmSurg Corp.
Consolidated Statements of Changes in Shareholders’ Equity
Years Ended December 31, 2004, 2003 and 2002
(In thousands)
| Common Stock | Retained | |||||||||||||||
| Shares | Amount | Earnings | Total | |||||||||||||
| Balance December 31, 2001 | 20,117 | $ | 151,812 | $ | 33,757 | $ | 185,569 | |||||||||
| Issuance of common stock | 2 | 66 | — | 66 | ||||||||||||
| Stock options exercised | 429 | 3,218 | — | 3,218 | ||||||||||||
| Tax benefit related to exercise of stock options | — | 3,489 | — | 3,489 | ||||||||||||
| Net earnings | — | — | 24,022 | 24,022 | ||||||||||||
| Balance December 31, 2002 | 20,548 | 158,585 | 57,779 | 216,364 | ||||||||||||
| Issuance of common stock | 2 | 68 | — | 68 | ||||||||||||
| Repurchase and retirement of common stock | (845 | ) | (21,243 | ) | — | (21,243 | ) | |||||||||
| Stock options exercised | 367 | 5,178 | — | 5,178 | ||||||||||||
| Tax benefit related to exercise of stock options | — | 2,405 | — | 2,405 | ||||||||||||
| Net earnings | — | — | 30,126 | 30,126 | ||||||||||||
| Balance December 31, 2003 | 20,072 | 144,993 | 87,905 | 232,898 | ||||||||||||
| Issuance of common stock | 3 | 81 | 81 | |||||||||||||
| Repurchase and retirement of common stock | (1,290 | ) | (28,757 | ) | — | (28,757 | ) | |||||||||
| Three-for-two stock split in the form of a 50% dividend | 10,036 | — | — | — | ||||||||||||
| Stock options exercised | 599 | 7,259 | — | 7,259 | ||||||||||||
| Tax benefit related to exercise of stock options | — | 2,962 | — | 2,962 | ||||||||||||
| Net earnings | — | — | 39,706 | 39,706 | ||||||||||||
| Balance December 31, 2004 | 29,420 | $ | 126,538 | $ | 127,611 | $ | 254,149 | |||||||||
See accompanying notes to the consolidated financial statements.
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Item 8. Financial Statements and Supplementary Data – (continued) |
AmSurg Corp.
Consolidated Statements of Cash Flows
Years Ended December 31, 2004, 2003 and 2002
(In thousands)
| 2004 | 2003 | 2002 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net earnings | $ | 39,706 | $ | 30,126 | $ | 24,022 | ||||||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | ||||||||||||
| Minority interest | 67,784 | 58,290 | 47,501 | |||||||||
| Distributions to minority partners | (66,943 | ) | (54,263 | ) | (46,001 | ) | ||||||
| Depreciation and amortization | 13,575 | 11,493 | 9,995 | |||||||||
| Gain on sale of interests in surgery centers | (9,265 | ) | — | — | ||||||||
| Loss on long-term note receivable | 1,100 | — | — | |||||||||
| Deferred income taxes | 10,154 | 5,962 | 4,704 | |||||||||
| Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in: | ||||||||||||
| Accounts receivable, net | (2,979 | ) | (5,816 | ) | (575 | ) | ||||||
| Supplies inventory | (127 | ) | (355 | ) | (58 | ) | ||||||
| Prepaid and other current assets | (270 | ) | (1,361 | ) | 447 | |||||||
| Accounts payable | 1,062 | 2,933 | 727 | |||||||||
| Accrued expenses and other liabilities | 1,158 | 1,299 | 5,757 | |||||||||
| Other, net | 497 | (213 | ) | 400 | ||||||||
| Net cash flows provided by operating activities | 55,452 | 48,095 | 46,919 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisition of interest in surgery centers | (45,140 | ) | (27,909 | ) | (29,443 | ) | ||||||
| Acquisition of property and equipment | (22,972 | ) | (20,696 | ) | (14,489 | ) | ||||||
| Proceeds from sale of interests in surgery centers | 4,700 | — | — | |||||||||
| Net repayment of long-term receivables | 1,752 | 221 | 100 | |||||||||
| Net cash flows used in investing activities | (61,660 | ) | (48,384 | ) | (43,832 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from long-term borrowings | 83,847 | 78,741 | 27,497 | |||||||||
| Repayment on long-term borrowings | (56,670 | ) | (62,592 | ) | (33,098 | ) | ||||||
| Net proceeds from issuance of common stock | 7,259 | 5,178 | 3,284 | |||||||||
| Repurchase of common stock | (28,757 | ) | (21,243 | ) | — | |||||||
| Proceeds from capital contributions by minority partners | 1,385 | 1,644 | 1,491 | |||||||||
| Financing cost incurred | (122 | ) | (501 | ) | (15 | ) | ||||||
| Net cash flows provided by (used in) financing activities | 6,942 | 1,227 | (841 | ) | ||||||||
| Net increase in cash and cash equivalents | 734 | 938 | 2,246 | |||||||||
| Cash and cash equivalents, beginning of year | 14,258 | 13,320 | 11,074 | |||||||||
| Cash and cash equivalents, end of year | $ | 14,992 | $ | 14,258 | $ | 13,320 | ||||||
See accompanying notes to the consolidated financial statements.
Table of Contents
Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements
1. Summary of Significant Accounting Policies
a. Principles of Consolidation
AmSurg Corp. (the “Company”), through its wholly owned subsidiaries, owns majority interests, primarily 51% and up to 65% in certain instances, in limited partnerships and limited liability companies (“LLCs”) which own and operate practice-based ambulatory surgery centers (“centers”). The Company also has majority ownership interests in other limited partnerships and LLCs formed to develop additional centers. The consolidated financial statements include the accounts of the Company and its subsidiaries and the majority owned limited partnerships and LLCs in which the Company’s wholly owned subsidiaries are the general partner or majority member. Consolidation of such limited partnerships and LLCs is necessary as the Company’s wholly owned subsidiaries have 51% or more of the financial interest, are the general partner or majority member with all the duties, rights and responsibilities thereof and are responsible for the day-to-day management of the limited partnerships and LLCs, and have control of the entities. The responsibilities of the Company’s minority partners (limited partners and minority members) are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they are required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All limited partnerships and LLCs and minority owners are referred to herein as partnerships and partners, respectively.
Surgery center profits are allocated to the Company’s partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. The partners of our surgery center partnerships typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the surgery center in which it is a partner. Accordingly, the minority interest in each of the Company’s partnerships is determined on a pre-tax basis and presented before earnings before income taxes in order to present that amount of earnings on which the Company must determine its tax expense. In addition, distributions from our partnerships are made to both the Company’s wholly owned subsidiaries and the partners on a pre-tax basis.
As described above, the Company is a holding company and its ability to service corporate debt is dependent upon distributions from its partnerships. Positive operating cash flows of individual centers are the sole source of cash used to make distributions to the Company’s wholly owned subsidiaries as well as to the partners, which the Company is obligated to make on a monthly basis in accordance with each partnership’s partnership or operating agreement. Accordingly, distributions to our partners are included in our financial statements as a component of the Company’s cash flows from operating activities.
The Company operates in one reportable business segment, the ownership and operation of ambulatory surgery centers.
b. Cash and Cash Equivalents
Cash and cash equivalents are comprised principally of demand deposits at banks and other highly liquid short-term investments with maturities of less than three months when purchased.
c. Supplies Inventory
Supplies inventory consists of medical and drug supplies and is recorded at cost on a first-in, first-out basis.
d . Prepaid and Other Current Assets
At December 31, 2004, prepaid and other current assets were comprised of prepaid expenses of $4,667,000, income taxes receivable of $2,140,000, current portion of notes receivable of $2,708,000 other current assets of $4,216,000. At December 31, 2003, prepaid and other current assets were comprised of prepaid expenses of $4,478,000, current notes receivable of $623,000 and other current assets of $2,248,000.
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)
e. Property and Equipment, net
Property and equipment are stated at cost. Equipment held under capital leases is stated at the present value of minimum lease payments at the inception of the related leases. Depreciation for buildings and improvements is recognized under the straight-line method over 20 to 40 years, or for leasehold improvements, over the remaining term of the lease plus renewal options for which failure to renew the lease imposes a penalty on the Company in such an amount that a renewal appears, at the inception of the lease, to be reasonably assured. The primary penalty to which we are subject is the economic detriment associated with the existence of leasehold improvements which might be impaired if we choose not to continue the use of the leased property. Depreciation for movable equipment is recognized over useful lives of three to ten years.
f. Intangible Assets
Goodwill
The Company applies the provision of Statement of Financial Accounting Standards (“SFAS”) No. 142,“Goodwill and Other Intangible Assets,”which requires that goodwill be evaluated for impairment at least on an annual basis; impairment of carrying value will be evaluated more frequently if certain indicators are encountered. SFAS No. 142 requires that goodwill be tested at the reporting unit level, defined as an operating segment or one level below an operating segment (referred to as a component), with the fair value of the reporting unit being compared to its carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered to be impaired. The Company has determined that it has one operating as well as one reportable segment. Its centers each qualify as components of that operating segment and have similar economic characteristics, and therefore, should be aggregated and deemed a single reporting unit. The Company completed its annual impairment test as required by SFAS No. 142 as of December 31, 2004, and has determined that it is not necessary to recognize impairment in its goodwill.
Other Intangible Assets
Other intangible assets consist primarily of deferred financing costs of the Company and non-compete agreements, which are amortized over the term of the related debt as interest expense and the contractual term (five years) of the non-compete agreements as amortization expense, respectively.
g. Other Long Term Liabilities
Other long term liabilities is primarily comprised of deferred rent credits, which are a result of the Company accounting for rent escalations, rent holidays and lease incentives included in various lease agreements.
h. Revenue Recognition
Center revenues consist of billing for the use of the centers’ facilities (the “facility fee”) directly to the patient or third-party payor, and in limited instances, billing for anesthesia services. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor.
Revenues from centers are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid (see note 1 (n)). During the years ended December 31, 2004, 2003 and 2002, approximately 37%, 40% and 40%, respectively, of the Company’s revenues were derived from the provision of services to patients covered under Medicare and Medicaid. Concentration of credit risk with respect to other payors is limited due to the large number of such payors.
Table of Contents
Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)
i. Operating Expenses
Substantially all of the Company’s operating expenses relate to the cost of revenues and the delivery of care at the Company’s surgery centers. Such costs primarily include the surgery centers’ clinical and administrative salaries and benefits, supply cost and other variable expenses, such as linen cost, repair and maintenance of equipment, billing fees and bad debt expense.
j. Income Taxes
The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
k. Earnings Per Share
Basic earnings per share is computed by dividing net earnings available to common shareholders by the combined weighted average number of common shares, while diluted earnings per share is computed by dividing net earnings available to common shareholders by the weighted average number of such common shares and dilutive share equivalents.
l. Fair Value of Financial Instruments
Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value. The fair value of fixed-rate long-term debt, with a carrying value of $1,844,000, is $1,846,000. Management believes that the carrying amounts of variable-rate long-term debt approximate market value, because it believes the terms of its borrowings approximate terms which it would incur currently.
Table of Contents
Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)
| m. | Stock-Based Compensation |
The Company accounts for its stock option plan in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25,“Accounting for Stock Issued to Employees,”and related interpretations. Compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. No stock-based employee compensation cost is reflected in net earnings for the years ended December 31, 2004, 2003 and 2002. Pro forma earnings per share, as if the fair value of all stock-based awards on the date of grant are recognized over the vesting period by applying the Black-Scholes option pricing model, is presented below (dollars in thousands, except per share amounts):
| 2004 | 2003 | 2002 | ||||||||||
| Applied assumptions: | ||||||||||||
| Weighted average fair value of options at the date of grant | $ | 5.42 | $ | 4.16 | $ | 4.63 | ||||||
| Dividend | — | — | — | |||||||||
| Expected life of options in years | 4 | 4 | 4 | |||||||||
| Forfeiture rate | 15.0 | % | 15.0 | % | 15.0 | % | ||||||
| Average risk-free interest rate | 3.1 | % | 3.0 | % | 4.1 | % | ||||||
| Volatility rate | 33.1 | % | 43.0 | % | 46.0 | % | ||||||
| Net earnings from continuing operations: | ||||||||||||
| As reported | $ | 33,063 | $ | 27,854 | $ | 21,776 | ||||||
| Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (3,257 | ) | (3,070 | ) | (3,263 | ) | ||||||
| Pro forma | $ | 29,806 | $ | 24,784 | $ | 18,513 | ||||||
| Net earnings: | ||||||||||||
| As reported | $ | 39,706 | $ | 30,126 | $ | 24,022 | ||||||
| Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects | (3,257 | ) | (3,070 | ) | (3,263 | ) | ||||||
| Pro forma | $ | 36,449 | $ | 27,056 | $ | 20,759 | ||||||
| Net earnings from continuing operations per common share: | ||||||||||||
| Basic as reported | $ | 1.11 | $ | 0.92 | $ | 0.71 | ||||||
| Basic pro forma | $ | 1.00 | $ | 0.82 | $ | 0.61 | ||||||
| Diluted as reported | $ | 1.08 | $ | 0.91 | $ | 0.70 | ||||||
| Diluted pro forma | $ | 0.98 | $ | 0.81 | $ | 0.60 | ||||||
| Net earnings per common share: | ||||||||||||
| Basic as reported | $ | 1.33 | $ | 1.00 | $ | 0.79 | ||||||
| Basic pro forma | $ | 1.22 | $ | 0.90 | $ | 0.68 | ||||||
| Diluted as reported | $ | 1.30 | $ | 0.98 | $ | 0.77 | ||||||
| Diluted pro forma | $ | 1.19 | $ | 0.88 | $ | 0.67 | ||||||
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
| n. | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The determination of contractual and bad debt allowances constitutes a significant estimate. Some of the factors considered by management in determining the amount of allowances to establish are the historical trends of the centers’ cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics. Accordingly, net accounts receivable at December 31, 2004 and 2003, reflect allowances for contractual adjustments of $35,088,000 and $32,447,000, respectively, and allowance for bad debt expense of $5,119,000 and $4,956,000, respectively.
| o. | Recent Accounting Pronouncements |
In December 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. (“FIN”) 46 (revised 2003),“Consolidation of Variable Interest Entities.”This interpretation, which replaces FIN 46, addresses consolidation by business enterprises of variable interest entities (“VIEs”) when certain characteristics are present. This interpretation applies immediately to VIEs created after December 31, 2003, and to VIEs in which an enterprise obtains an interest after that date. Interests held in VIEs created on or before December 31, 2003 are not subject to the provisions of this interpretation until the end of the first reporting period after March 15, 2004 unless the VIE meets the definition of a special-purpose entity as defined by this statement. This interpretation must be applied for special purpose entities as of the first reporting period subsequent to December 15, 2003 and for all other types of entities for periods ending after March 15, 2004. As of December 31, 2003, the Company did not have any entities that were considered to be VIEs. The adoption of the remaining portion of the interpretation did not have a material effect on the Company’s consolidated financial position or consolidated results of operations.
In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment (Revised 2004).”This statement addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for the company’s equity instruments or liabilities that are based on the fair value of the company’s equity securities or may be settled by the issuance of these securities. SFAS No. 123R eliminates the ability to account for share-based compensation using APB Opinion No. 25 and generally requires that such transactions be accounted for using a fair value method. The provisions of this statement are effective for financial statements issued for fiscal periods beginning after June 15, 2005 and will become effective for the Company beginning with the third quarter of 2005. The Company has yet to determine a transition method to adopt SFAS 123R or which valuation method to use. The full impact that the adoption of this statement will have on the Company’s financial position and results of operations will be determined by share-based payments granted in future periods, the transition method and valuation model used.
| p. | Reclassifications and Restatements |
Certain prior year amounts have been reclassified and restated to conform to the 2004 presentation and to reflect discontinued operations as further discussed in note 2(c).
| 2. | Acquisitions and Dispositions | |||
| a. | Acquisitions | |||
The Company, through wholly owned subsidiaries and in separate transactions, acquired a majority interest in ten and six practice-based surgery centers during 2004 and 2003, respectively. Consideration paid for the acquired interests consisted of cash and notes payable at rates indexed to prime or LIBOR, averaging 4.0% and 2.6% in 2004 and 2003, respectively, due within 30 days from issuance. Total acquisition price and cost in 2004 and 2003 was
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)
$48,617,000 and $36,097,000, respectively, of which the Company assigned $45,996,000 and $34,727,000, respectively, to goodwill. Included in these amounts in 2004 was $337,000 in contingent purchase price obligation associated with an acquisition in 2000 and reflected in a note payable at December 31, 2004. The goodwill is expected to be fully deductible for tax purposes. At December 31, 2004 and 2003, the Company had notes payable associated with then recent acquisitions of $3,140,000 and $8,188,000, respectively. All notes payable outstanding as of December 31, 2004 and 2003 were funded within less than two months subsequent to the end of those fiscal years through long-term borrowings under the Company’s credit facility (see note 5). All acquisitions were accounted for as purchases, and the accompanying consolidated financial statements include the results of their operations from the dates of acquisition.
| b. | Pro Forma Information |
The unaudited consolidated pro forma results for the years ended December 31, 2004 and 2003, assuming all 2004 and 2003 acquisitions had been consummated on January 1, 2003, are as follows (in thousands, except per share data):
| 2004 | 2003 | |||||||
| Revenues | $ | 346,873 | $ | 321,677 | ||||
| Net earnings from continuing operations | 34,126 | 31,167 | ||||||
| Net earnings | 40,769 | 33,439 | ||||||
| Net earnings from continuing operations per common share: | ||||||||
| Basic | $ | 1.14 | $ | 1.03 | ||||
| Diluted | $ | 1.12 | $ | 1.02 | ||||
| Net earnings per common share: | ||||||||
| Basic | $ | 1.36 | $ | 1.11 | ||||
| Diluted | $ | 1.34 | $ | 1.09 | ||||
| Weighted average number of shares and share equivalents: | ||||||||
| Basic | 29,895 | 30,139 | ||||||
| Diluted | 30,507 | 30,666 | ||||||
| c. | Dispositions |
In three separate transactions in 2004, the Company sold its interests in four surgery centers, due to management’s assessment of the limited growth opportunities at these centers, and recognized a combined after tax gain of $5,598,000. In the aggregate, the Company received cash totaling $4,700,000 and a secured note receivable of $12,500,000 in conjunction with the transactions. The centers’ results of operations have been classified as discontinued operations and prior periods have been restated. Results of operations of the combined discontinued surgery centers for the years ended December 31, 2004, 2003 and 2002 are as follows (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
| Revenues | $ | 5,543 | $ | 14,240 | $ | 13,549 | ||||||
| Earnings before income taxes | 1,730 | 3,786 | 3,742 | |||||||||
| Net earnings | 1,045 | 2,272 | 2,246 | |||||||||
At December 31, 2003, the discontinued surgery centers had combined working capital of $1,518,000, total assets of $9,820,000 and net assets of $9,056,000.
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
| 3. | Property and Equipment |
Property and equipment at December 31, 2004 and 2003 are as follows (in thousands):
| 2004 | 2003 | |||||||
| Land and improvements | $ | 450 | $ | 450 | ||||
| Building and improvements | 48,611 | 37,095 | ||||||
| Movable equipment | 74,388 | 63,419 | ||||||
| Construction in progress | 6,054 | 5,640 | ||||||
| 129,503 | 106,604 | |||||||
| Less accumulated depreciation | 55,984 | 45,894 | ||||||
| Property and equipment, net | $ | 73,519 | $ | 60,710 | ||||
At December 31, 2004, the Company and its partnerships had unfunded construction and equipment purchases of approximately $2,375,000 in order to complete construction in progress. Depreciation expense for continuing and discontinued operations for the years ended December 31, 2004, 2003 and 2002 was $13,448,000, $11,293,000 and $9,795,000, respectively.
| 4. | Intangible Assets |
Amortizable intangible assets at December 31, 2004 and 2003 consist of the following (in thousands):
| 2004 | 2003 | |||||||||||||||||||||||
| Gross | Gross | |||||||||||||||||||||||
| Carrying | Accumulated | Carrying | Accumulated | |||||||||||||||||||||
| Amount | Amortization | Net | Amount | Amortization | Net | |||||||||||||||||||
| Deferred financing cost | $ | 1,639 | $ | 1,133 | $ | 506 | $ | 1,525 | $ | 1,002 | $ | 523 | ||||||||||||
| Agreements not to compete | 1,000 | 650 | 350 | 1,000 | 450 | 550 | ||||||||||||||||||
| Total amortizable intangible assets | $ | 2,639 | $ | 1,783 | $ | 856 | $ | 2,525 | $ | 1,452 | $ | 1,073 | ||||||||||||
Amortization of intangible assets for the years ended December 31, 2004, 2003 and 2002 was $338,000, $323,000 and $529,000, respectively. Estimated amortization of intangible assets for the five years subsequent to December 31, 2004 is $360,000, $310,000, $160,000, $26,000 and $0.
The changes in the carrying amount of goodwill for the years ended December 31, 2004 and 2003 are as follows (in thousands):
| 2004 | 2003 | |||||||
| Balance, beginning of year | $ | 228,651 | $ | 193,924 | ||||
| Goodwill acquired during year | 45,996 | 34,727 | ||||||
| Goodwill disposed during year | (6,888 | ) | — | |||||
| Balance, end of year | $ | 267,759 | $ | 228,651 | ||||
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
| 5. | Long-term Debt |
Long-term debt at December 31, 2004 and 2003 is comprised of the following (in thousands):
| 2004 | 2003 | |||||||
| Notes payable at an average rate of 4.0% (see note 2) | $ | 3,477 | $ | 8,188 | ||||
| $125 million credit agreement at prime plus a spread of 0.25% to 1.25% or LIBOR plus a spread of 1.25% to 2.25% (average rate of 2.9% at December 31, 2004), due March 2008 | 79,500 | 42,200 | ||||||
| Other debt at an average rate of 5.8%, due through June 2022 | 4,553 | 4,032 | ||||||
| Capitalized lease arrangements at an average rate of 5.7%, due through July 2009 (see note 6) | 380 | 593 | ||||||
| 87,910 | 55,013 | |||||||
| Less current portion | 1,228 | 1,876 | ||||||
| Long-term debt | $ | 86,682 | $ | 53,137 | ||||
The borrowings under the credit facility are guaranteed by the wholly owned subsidiaries of the Company, and in some instances, the underlying assets of certain developed centers. The credit agreement permits the Company to borrow up to $125,000,000 to finance the Company’s acquisition and development projects and stock repurchase program at prime rate plus a spread of 0.25% to 1.25% or LIBOR plus a spread of 1.25% to 2.25% or a combination thereof, provides for a fee of 0.375% to 0.50% of unused commitments, prohibits the payment of dividends and contains covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. The Company was in compliance in all material respects with all covenants at December 31, 2004.
Certain partnerships included in the Company’s consolidated financial statements have loans with local lending institutions which are collateralized by certain assets of the centers with a book value of approximately $5,164,000. The Company and the partners have guaranteed payment of the loans in proportion to the relative partnership interests.
Principal payments required on long-term debt in the five years and thereafter subsequent to December 31, 2004 are $1,228,000, $893,000, $868,000, $83,367,000, $351,000 and $1,203,000. These maturities reflect the funding of notes payable in January 2005 with borrowings under the credit facility.
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
| 6. | Leases |
The Company has entered into various building and equipment operating leases and equipment capital leases for its surgery centers in operation and under development and for office space, expiring at various dates through 2030 future minimum lease payments, including payments during expected renewal option periods, at December 31, 2004 are as follows (in thousands):
| Capitalized | ||||||||
| Year Ended | Equipment | Operating | ||||||
| December 31, | Leases | Leases | ||||||
| 2005 | $ | 180 | $ | 16,321 | ||||
| 2006 | 109 | 16,364 | ||||||
| 2007 | 97 | 16,299 | ||||||
| 2008 | 17 | 16,175 | ||||||
| 2009 | 10 | 16,058 | ||||||
| Thereafter | — | 164,091 | ||||||
| Total minimum rentals | 413 | $ | 245,308 | |||||
| Less amounts representing interest at rates ranging from 4.5% to 10.5% | 33 | |||||||
| Capital lease obligations | $ | 380 | ||||||
At December 31, 2004, equipment with a cost of approximately $1,061,000 and accumulated depreciation of approximately $503,000 was held under capital lease. The Company and the partners have guaranteed payment of certain of these leases. Rental expense for operating leases for the years ended December 31, 2004, 2003 and 2002 was approximately $16,886,000, $14,501,000 and $11,323,000, respectively (see note 9).
| 7. | Shareholders’ Equity | |||
| a. | Common Stock | |||
In February 2004, the Company’s Board of Directors approved a 3-for-2 stock split to be effected in the form of a 50% stock dividend. The new shares were distributed on March 24, 2004 to shareholders of record at the close of business on March 8, 2004. All prior period shares outstanding, earnings per share and prices per share have been adjusted to reflect the stock split.
Effective May 21, 2004, the Company’s Second Amended and Restated Charter was amended to increase its authorized shares of capital stock from 44,800,000 to 75,000,000 and to increase its authorized shares of common stock, no par value, from 39,800,000 to 70,000,000.
In January 2003 and March 2004, the Company’s Board of Directors authorized stock repurchase programs which allowed the Company to purchase under each program up to $25,000,000 of its common stock. As of December 31, 2003, the Company had purchased and retired 1,267,800 shares of the Company’s common stock for $21,243,000, at an average price per share of $16.77 under the 2003 program. In 2004, the Company completed the remaining 2003 stock repurchase program and the 2004 stock repurchase program by acquiring and retiring 1,290,214 shares of its common stock for $28,757,000, at an average price per share of $22.29. These stock repurchase programs were funded primarily through borrowings under the Company’s credit facility.
| b. | Shareholder Rights Plan |
In 1999, the Company’s Board of Directors adopted a shareholder rights plan and declared a distribution of one stock purchase right for each outstanding share of the Company’s common stock to shareholders of record on December 16, 1999 and for each share of common stock issued thereafter. Each right initially entitles its holder to
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
purchase one one-hundredth of a share of Series C Junior Participating Preferred Stock, at $48, subject to adjustment. With certain exceptions, each right will become exercisable only when a person or group acquires, or commences a tender or exchange offer for, 20% or more of the Company’s outstanding common stock. Rights will also become exercisable in the event of certain mergers or asset sales involving more than 50% of the Company’s assets or earning power. Upon becoming exercisable, each right will allow the holder (other than the person or group whose actions triggered the exercisability of the rights), under specified circumstances, to buy either securities of the Company or securities of the acquiring company (depending on the form of the transaction) having a value of twice the then current exercise price of the rights. The rights expire on December 2, 2009.
| c. | Earnings per Share |
The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts):
| Earnings | Shares | Per Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| For the year ended December 31, 2004: | ||||||||||||
| Net earnings from continuing operations per share (basic): | $ | 33,063 | 29,895 | $ | 1.11 | |||||||
| Effect of dilutive securities options | — | 612 | ||||||||||
| Net earnings from continuing operations (diluted) | $ | 33,063 | 30,507 | $ | 1.08 | |||||||
| Net earnings per common share (basic): | $ | 39,706 | 29,895 | $ | 1.33 | |||||||
| Effect of dilutive securities options | — | 612 | ||||||||||
| Net earnings per common share (diluted) | $ | 39,706 | 30,507 | $ | 1.30 | |||||||
| For the year ended December 31, 2003: | ||||||||||||
| Net earnings from continuing operations per share (basic): | $ | 27,854 | 30,139 | $ | 0.92 | |||||||
| Effect of dilutive securities options | — | 527 | ||||||||||
| Net earnings from continuing operations (diluted) | $ | 27,854 | 30,666 | $ | 0.91 | |||||||
| Net earnings per common share (basic): | $ | 30,126 | 30,139 | $ | 1.00 | |||||||
| Effect of dilutive securities options | — | 527 | ||||||||||
| Net earnings per common share (diluted) | $ | 30,126 | 30,666 | $ | 0.98 | |||||||
| For the year ended December 31, 2002: | ||||||||||||
| Net earnings from continuing operations per share (basic): | $ | 21,776 | 30,585 | $ | 0.71 | |||||||
| Effect of dilutive securities options | — | 507 | ||||||||||
| Net earnings from continuing operations (diluted) | $ | 21,776 | 31,092 | $ | 0.70 | |||||||
| Net earnings per common share (basic): | $ | 24,022 | 30,585 | $ | 0.79 | |||||||
| Effect of dilutive securities options | — | 507 | ||||||||||
| Net earnings per common share (diluted) | $ | 24,022 | 31,092 | $ | 0.77 | |||||||
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
| d. | Stock Options |
The Company has two stock option plans under which it has granted non-qualified options to purchase shares of common stock to employees and outside directors. Options are granted at market value on the date of the grant and vest ratably over four years. Options have a term of 10 years from the date of grant. At December 31, 2004, 9,325,999 shares were authorized for grant under the two stock option plans and 2,527,290 shares were available for future option grants. Stock option activity for the three years ended December 31, 2004 is summarized below:
| Weighted | ||||||||
| Number | Average | |||||||
| of | Exercise | |||||||
| Shares | Price | |||||||
| Outstanding at December 31, 2001 | 2,480,608 | $ | 9.61 | |||||
| Options granted | 753,537 | 16.63 | ||||||
| Options exercised | (643,828 | ) | 5.00 | |||||
| Options terminated | (127,020 | ) | 13.71 | |||||
| Outstanding at December 31, 2002 | 2,463,297 | 12.75 | ||||||
| Options granted | 1,126,055 | 15.31 | ||||||
| Options exercised | (550,610 | ) | 9.39 | |||||
| Options terminated | (68,383 | ) | 15.67 | |||||
| Outstanding at December 31, 2003 | 2,970,359 | 14.27 | ||||||
| Options granted | 1,087,595 | 24.10 | ||||||
| Options exercised | (599,021 | ) | 12.16 | |||||
| Options terminated | (184,305 | ) | 18.74 | |||||
| Outstanding at December 31, 2004 | 3,274,628 | $ | 17.68 | |||||
The following table summarizes information concerning outstanding and exercisable options at December 31, 2004:
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||
| Range of | Number | Remaining | Exercise | Number | Exercise | |||||||||||||||
| Exercise Prices | Outstanding | Life (Yrs.) | Price | Exercisable | Price | |||||||||||||||
| $3.94 - $8.50 | 187,129 | 4.8 | $ | 4.71 | 187,129 | $ | 4.71 | |||||||||||||
| 8.51 - 13.00 | 3,749 | 7.5 | 12.39 | 625 | 12.30 | |||||||||||||||
| 13.01 - 17.50 | 1,953,201 | 7.3 | 15.45 | 983,867 | 15.54 | |||||||||||||||
| 17.51 - 22.00 | 122,689 | 8.2 | 19.70 | 15,827 | 19.81 | |||||||||||||||
| 22.01 - 26.30 | 1,007,860 | 9.2 | 24.17 | 163,754 | 24.09 | |||||||||||||||
| $3.94 - $26.30 | 3,274,628 | $ | 17.68 | 1,351,202 | $ | 15.12 | ||||||||||||||
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
| 8. | Income Taxes |
Total income tax expense for the years ended December 31, 2004, 2003 and 2002 was allocated as follows (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
| Income from continuing operations | $ | 21,649 | $ | 18,569 | $ | 14,519 | ||||||
| Discontinued operations | 4,351 | 1,514 | 1,496 | |||||||||
| Shareholders’ equity, for compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes | (2,962 | ) | (2,405 | ) | (3,489 | ) | ||||||
| Total income tax expense | $ | 23,038 | $ | 17,678 | $ | 12,526 | ||||||
Income tax expense from operations for the years ended December 31, 2004, 2003 and 2002 is comprised of the following (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
| Current: | ||||||||||||
| Federal | $ | 13,455 | $ | 11,786 | $ | 9,337 | ||||||
| State | 2,391 | 2,335 | 1,974 | |||||||||
| Deferred | 10,154 | 5,962 | 4,704 | |||||||||
| Income tax expense | $ | 26,000 | $ | 20,083 | $ | 16,015 | ||||||
Income tax expense from operations for the years ended December 31, 2004, 2003 and 2002 differed from the amount computed by applying the U.S. Federal income tax rate of 35% to earnings before income taxes as a result of the following (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
| Statutory Federal income tax | $ | 22,997 | $ | 17,573 | $ | 14,013 | ||||||
| State income taxes, net of Federal income tax benefit | 2,776 | 2,392 | 1,811 | |||||||||
| Increase (decrease) in valuation allowances | (83 | ) | 68 | 135 | ||||||||
| Other | 310 | 50 | 56 | |||||||||
| Income tax expense | $ | 26,000 | $ | 20,083 | $ | 16,015 | ||||||
Table of Contents
Item 8. Financial Statements and Supplementary Data — (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements — (continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2004 and 2003 are as follows (in thousands):
| 2004 | 2003 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for uncollectible accounts | $ | 1,030 | $ | 1,080 | ||||
| Accrued liabilities and other | 725 | 585 | ||||||
| State net operating losses | 568 | 650 | ||||||
| Gross deferred tax assets | 2,323 | 2,315 | ||||||
| Valuation allowances | (568 | ) | (650 | ) | ||||
| Net deferred tax assets | 1,755 | 1,665 | ||||||
| Deferred tax liabilities: | ||||||||
| Property and equipment, principally due to difference in depreciation | 2,959 | 1,307 | ||||||
| Goodwill, principally due to differences in amortization | 23,494 | 15,094 | ||||||
| Prepaid expenses | 568 | 376 | ||||||
| Gross deferred tax liabilities | 27,021 | 16,777 | ||||||
| Net deferred tax liabilities | $ | 25,266 | $ | 15,112 | ||||
The net deferred tax liability at December 31, 2004 and 2003, is recorded as follows (in thousands):
| 2004 | 2003 | |||||||
| Current deferred income tax assets | $ | 854 | $ | 1,092 | ||||
| Noncurrent deferred income tax liability | 26,120 | 16,204 | ||||||
| Net deferred tax liability | $ | 25,266 | $ | 15,112 | ||||
The Company has provided valuation allowances on its gross deferred tax asset primarily related to state net operating losses to the extent that management does not believe that it is more likely than not that such asset will be realized.
| 9. | Related Party Transactions |
The Company leases space for certain surgery centers from its physician partners affiliated with its centers at rates the Company believes approximate fair market value. Payments on these leases were approximately $9,151,000, $8,285,000 and $6,968,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
The Company reimburses certain of its partners for salaries and benefits related to time spent by employees of their practices on activities of the centers. Total reimbursement of such salary and benefit costs totaled approximately $35,102,000, $31,657,000 and $23,512,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
The Company received capitated reimbursement at one of its centers, which was sold in 2004, from a non-physician minority partner associated with the center. Total capitated revenue received was approximately $201,000, $1,317,000 and $1,320,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
The Company believes that the foregoing transactions are in its best interests. It is the Company’s policy that all transactions by the Company with officers, directors, five percent shareholders and their affiliates be entered into
Table of Contents
Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)
only if such transactions are on terms no less favorable to the Company than could be obtained from unaffiliated third parties, are reasonably expected to benefit the Company and are approved by a majority of the disinterested independent members of the Company’s Board of Directors.
10. Employee Benefit Programs
As of January 1, 1999, the Company adopted the AmSurg 401(k) Plan and Trust. This plan is a defined contribution plan covering substantially all employees of AmSurg Corp. and provides for voluntary contributions by these employees, subject to certain limits. Company contributions are based on specified percentages of employee compensation. The Company funds contributions as accrued. The Company’s contributions for the years ended December 31, 2004, 2003 and 2002 were approximately $99,000, $99,000 and $86,000, respectively, and vest incrementally over four years.
As of January 1, 2000, the Company adopted the Supplemental Executive Retirement Savings Plan. This plan is a defined contribution plan covering all officers of the Company and provides for voluntary contributions up to 5% of employee annual compensation. Company contributions are at the discretion of the Compensation Committee of the Board of Directors and vest incrementally over four years. The employee and employer contributions are placed in a Rabbi Trust. No employer contributions to this plan were made for the year ended December 31, 2004. Employer contributions to this plan for the years ended December 31, 2003 and 2002 were approximately $217,000 and $446,000, respectively.
11. Commitments and Contingencies
The Company and its partnerships are insured with respect to medical malpractice risk on a claims-made basis. The Company also maintains insurance for general liability, director and officer liability and property. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies certain officers and directors for actions taken on behalf of the Company and its partnerships. Management is not aware of any claims against it or its partnerships which would have a material financial impact.
The Company’s wholly owned subsidiaries, as general partners in the partnerships, are responsible for all debts incurred but unpaid by the partnership. As manager of the operations of the partnership, the Company has the ability to limit its potential liabilities by curtailing operations or taking other operating actions.
In the event of a change in current law, which would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in substantially all of the Company’s partnerships. The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements. The Company believes the likelihood of a change in current law, which would trigger such purchases, was remote as of December 31, 2004.
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Item 8. Financial Statements and Supplementary Data – (continued)
AmSurg Corp.
Notes to the Consolidated Financial Statements – (continued)
12. Supplemental Cash Flow Information
Supplemental cash flow information for the years ended December 31, 2004, 2003 and 2002 is as follows (in thousands):
| 2004 | 2003 | 2002 | ||||||||||
| Cash paid during the year for: | ||||||||||||
| Interest | $ | 2,272 | $ | 1,589 | $ | 1,071 | ||||||
| Income taxes, net of refunds | 15,757 | 11,567 | 5,983 | |||||||||
| Noncash investing and financing activities: | ||||||||||||
| Capital lease obligations incurred to acquire equipment | 400 | 3 | 107 | |||||||||
| Notes received for sale of a partnership interest | 12,500 | — | — | |||||||||
| Effect of acquisitions: | ||||||||||||
| Assets acquired, net of cash | 52,550 | 38,202 | 51,805 | |||||||||
| Liabilities assumed | (3,933 | ) | (2,105 | ) | (2,787 | ) | ||||||
| Notes payable and other obligations | (3,477 | ) | (8,188 | ) | (19,575 | ) | ||||||
| Payment for assets acquired | $ | 45,140 | $ | 27,909 | $ | 29,443 | ||||||
13. Subsequent Events
In the first quarter of 2005, the Company, through a wholly owned subsidiary and in two separate transactions, acquired majority interests in five physician practice-based surgery centers for an aggregate purchase price of approximately $18,400,000.
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Item 8. Financial Statements and Supplementary Data – (continued)
Quarterly Statement of Earnings Data
The following table presents certain quarterly statement of earnings data for the years ended December 31, 2003 and 2004. The quarterly statement of earnings data set forth below was derived from our unaudited financial statements and includes all adjustments, consisting of normal recurring adjustments, which we consider necessary for a fair presentation thereof. Results of operations for any particular quarter are not necessarily indicative of results of operations for a full year or predictive of future periods.
| 2003 | 2004 | |||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |||||||||||||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||||||||||||||
| Revenues | $ | 67,505 | $ | 70,821 | $ | 72,079 | $ | 76,763 | $ | 79,746 | $ | 84,339 | $ | 81,903 | $ | 88,316 | ||||||||||||||||
| Earnings from continuing operations before income taxes | 10,708 | 11,329 | 11,638 | 12,748 | 13,116 | 13,017 | 14,548 | 14,031 | ||||||||||||||||||||||||
| Net earnings from continuing operations | 6,425 | 6,797 | 6,983 | 7,649 | 7,870 | 7,810 | 8,729 | 8,654 | ||||||||||||||||||||||||
| Earnings from discontinued operations | 578 | 540 | 548 | 606 | 1,750 | 424 | 4,437 | 32 | ||||||||||||||||||||||||
| Net earnings | 7,003 | 7,337 | 7,531 | 8,255 | 9,620 | 8,234 | 13,166 | 8,686 | ||||||||||||||||||||||||
| Diluted net earnings from continuing operations per common share | $ | 0.21 | $ | 0.23 | $ | 0.23 | $ | 0.25 | $ | 0.26 | $ | 0.25 | $ | 0.29 | $ | 0.29 | ||||||||||||||||
| Diluted net earnings per common share | $ | 0.22 | $ | 0.24 | $ | 0.25 | $ | 0.27 | $ | 0.31 | $ | 0.27 | $ | 0.43 | $ | 0.29 | ||||||||||||||||
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Management’s Report on Internal Control over Financial Reporting
We are responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report. The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles and include amounts based on management’s estimates and judgments. All other financial information in this report has been presented on a basis consistent with the information included in the consolidated financial statements.
We are also responsible for establishing and maintaining adequate internal controls over financial reporting. We maintain a system of internal controls that is designed to provide reasonable assurance as to the fair and reliable preparation and presentation of the consolidated financial statements, as well as to safeguard assets from unauthorized use or disposition. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.
Our control environment is the foundation for our system of internal controls over financial reporting and is embodied in our Code of Conduct. It sets the tone of our organization and includes factors such as integrity and ethical values. Our internal controls over financial reporting are supported by formal policies and procedures which are reviewed, modified and improved as changes occur in business conditions and operations.
We conducted an evaluation of effectiveness of our internal controls over financial reporting based on the framework inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, effectiveness of controls and a conclusion on this evaluation. Although there are inherent limitations in the effectiveness of any system of internal controls over financial reporting, based on our evaluation, we have concluded that our internal controls over financial reporting were effective as of December 31, 2004.
Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on management’s assessment of internal control over financial reporting, which is included herein.
/s/ Ken P. McDonald, President and Chief Executive Officer
/s/ Claire M. Gulmi, Senior Vice President and Chief Financial Officer
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Item 9A. Controls and Procedures – (continued)
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
AmSurg Corp.
Nashville, Tennessee
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that AmSurg Corp. and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2004 of the Company and our report dated March 10, 2005 expressed an unqualified opinion on those financial statements.
/s/ DELOITTE & TOUCHE LLP
Nashville, Tennessee
March 10, 2005
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Item 9A. Controls and Procedures – (continued)
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management team, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of December 31, 2004. Based on that evaluation, our chief executive officer (principal executive officer) and chief financial officer (principal accounting officer) have concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports.
Changes in Internal Control Over Financial Reporting
During the fourth fiscal quarter of the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
Not Applicable.
Part III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to the directors of AmSurg, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the caption “Election of Directors,” is incorporated herein by reference. Pursuant to General Instruction G(3), information concerning executive officers of AmSurg is included in Part I of this Annual Report on Form 10-K under the caption “Executive Officers of the Registrant.”
Information with respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” is incorporated herein by reference.
Information with respect to our code of ethics, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the caption “Code of Ethics,” is incorporated herein by reference.
Item 11. Executive Compensation
Information with respect to executive officers of AmSurg, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the caption “Executive Compensation,” is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with respect to security ownership of certain beneficial owners and management and related stockholder matters, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the captions “Stock Ownership” and “Equity Compensation Plan Information,” is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
Information with respect to certain relationships and related transactions, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the caption “Certain Relationships and Related Transactions,” is incorporated herein by reference.
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Item 14. Principal Accounting Fees and Services
Information with respect to the fees paid to and services provided by our principal accountant, set forth in AmSurg’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 19, 2005, under the caption “Fees Billed to Us by Deloitte & Touche LLP During 2004,” is incorporated herein by reference.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements:See Item 8 herein.
(2) Financial Statement Schedules:
| S-1 | ||
| S-2 |
(3) Exhibits:See the exhibit listing set forth below.
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(3) Exhibits
| Exhibit | Description | |||
| 3.1 | Second Amended and Restated Charter of AmSurg, as amended (incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004) | |||
| 3.2 | Second Amended and Restated Bylaws of AmSurg, as amended (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q for the quarter ended June��30, 2004) | |||
| 4.1 | Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 10/A-4 (filed with the Commission on July 13, 2001)) | |||
| 4.2 | Second Amended and Restated Rights Agreement, dated as of July 12, 2001, between AmSurg and SunTrust Bank, Atlanta, including the Form of Rights Certificate (Exhibit A) and the Form of Summary of Rights (Exhibit B) (incorporated by reference to Exhibit 1 to Amendment No. 2 to the Registration Statement on Form 8-A/A (filed with the Commission on July 13, 2001)) | |||
| 4.3 | First Amendment to Second Amended and Restated Rights Agreement, dated as of April 16, 2003, by and between AmSurg and SunTrust Bank, Atlanta (incorporated by reference to Exhibit 4 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003) | |||
| 10.1 | * | Form of Indemnification Agreement with directors, executive officers and advisors (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form 10 (filed with the Commission on March 11, 1997)) | ||
| 10.2 | Amended and Restated Revolving Credit Agreement, dated as of May 5, 2000, among AmSurg, SunTrust Bank, as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2000) | |||
| 10.3 | First Amendment to Amended and Restated Revolving Credit Agreement, dated June 22, 2001, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 10.3 of the Annual Report on Form 10-K for the year ended December 31, 2002) | |||
| 10.4 | Second Amendment to Amended and Restated Revolving Credit Agreement, dated February 5, 2003, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K for the year ended December 31, 2002) | |||
| 10.5 | Third Amendment to Amended and Restated Revolving Credit Agreement, dated March 4, 2003, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K for the year ended December 31, 2002) | |||
| 10.6 | Fourth Amendment to Amended and Restated Revolving Credit Agreement, dated March 10, 2004, among AmSurg, SunTrust Bank as Administrative Agent, and various banks and other financial institutions (incorporated by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004) | |||
| 10.7 | Form of Revolving Credit Note, each dated as of May 5, 2000, by and between AmSurg and the lenders listed on the schedule attached thereto (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K for the year ended December 31, 2000) |
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(3) Exhibits
| Exhibit | Description | |||
| 10.8 | * | 1992 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form 10 (filed with the Commission on March 11, 1997)) | ||
| 10.9 | * | Amended and Restated 1997 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004) | ||
| 10.10 | * | Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated February 2, 2005) | ||
| 10.11 | * | Form of Employment Agreement with executive officers (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form 10 (filed with the Commission on March 11, 1997)) | ||
| 10.12 | * | Agreement dated April 11, 1997 between AmSurg and David L. Manning (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form 10/A-3 (filed with the Commission on November 3, 1997)) | ||
| 10.13 | * | Medical Director Agreement dated as of January 1, 1998, between AmSurg and Bergein F. Overholt, M.D. (incorporated by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 1998) | ||
| 10.14 | Lease Agreement dated February 24, 1999 between Burton Hills III, L.L.C. and AmSurg (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 1999) | |||
| 10.15 | First Amendment to Lease Agreement dated June 27, 2001 by and between Burton Hills III, LLC and AmSurg (incorporated by reference to Exhibit 10 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2002) | |||
| 10.16 | Second Amendment to Lease Agreement dated January 31, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2003) | |||
| 10.17 | Third Amendment to Lease Agreement dated September 1, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2003) | |||
| 10.18 | Fourth Amendment to Lease Agreement dated October 31, 2003 by and between Burton Hills III Partnership and AmSurg (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2003) | |||
| 10.19 | * | Supplemental Executive Retirement Savings Plan, as amended (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K for the year ended December 31, 2000) | ||
| 10.20 | * | Employment Agreement, dated February 28, 2005, between Frank J. Coll and AmSurg (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated February 28, 2005) | ||
| 10.21 | Schedule of Executive Officers Salaries and Bonuses | |||
| 21.1 | Subsidiaries of AmSurg | |||
| 23.1 | Consent of Independent Auditors | |||
| 24.1 | Power of Attorney (appears on page 59) | |||
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) |
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(3) Exhibits
| Exhibit | Description | |||
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) | |||
| 32.1 | Section 1350 Certifications |
| * | Management contract or compensatory plan, contract or arrangement |
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Signatures
Pursuant to the requirements of Section 13 or 15(d) 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. | ||||||
| March 14, 2005 | By: | /s/ Ken P. McDonald | ||||
| Ken P. McDonald | ||||||
| (President and Chief Executive Officer) | ||||||
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Ken P. McDonald and Claire M. Gulmi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this report, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Ken P. McDonald | President, Chief Executive Officer and Director (Principal Executive Officer) | March 14, 2005 | ||
| Ken P. McDonald | ||||
/s/ Claire M. Gulmi | Senior Vice President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer) | March 14, 2005 | ||
| Claire M. Gulmi | ||||
/s/ Thomas G. Cigarran | Chairman of the Board | March 14, 2005 | ||
| Thomas G. Cigarran | ||||
/s/ James A. Deal James A. Deal | Director | March 14, 2005 | ||
/s/ Steven I. Geringer | Director | March 14, 2005 | ||
| Steven I. Geringer | ||||
/s/ Debora A. Guthrie | Director | March 14, 2005 | ||
| Debora A. Guthrie | ||||
/s/ Henry D. Herr | Director | March 14, 2005 | ||
| Henry D. Herr | ||||
/s/ Kevin P. Lavender | Director | March 14, 2005 | ||
| Kevin P. Lavender | ||||
/s/ Bergein F. Overholt, M.D. | Director | March 14, 2005 | ||
| Bergein F. Overholt, M.D. |
59
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
AmSurg Corp.
Nashville, Tennessee
We have audited the consolidated financial statements of AmSurg Corp. and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, and have issued our reports thereon dated March 10, 2005; such report is included elsewhere in this Form 10-K. Our audits also included the consolidated financial statement schedule of the Company listed in Item 15. This consolidated financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Nashville, Tennessee
March 10, 2005
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AmSurg Corp.
For the Years Ended December 31, 2004, 2003 and 2002
(In thousands)
| Additions | Deductions | |||||||||||||||||||
| Balance at | Charged to | Charged to | Charge-off | Balance at | ||||||||||||||||
| Beginning | Cost and | Other | Against | End of | ||||||||||||||||
| of Period | Expenses | Accounts (1) | Allowances | Period | ||||||||||||||||
| Allowance for uncollectible accounts included under the balance sheet caption “Accounts receivable”: | ||||||||||||||||||||
| Year ended December 31, 2004 | $ | 4,956 | $ | 8,707 | $ | 666 | $ | (9,210 | ) | $ | 5,119 | |||||||||
| Year ended December 31, 2003 | $ | 3,986 | $ | 9,420 | $ | 70 | $ | (8,520 | ) | $ | 4,956 | |||||||||
| Year ended December 31, 2002 | $ | 3,475 | $ | 8,611 | $ | 253 | $ | (8,353 | ) | $ | 3,986 | |||||||||
| (1) | Valuation of allowance for uncollectible accounts as of the acquisition date of physician practice-based surgery centers, net of dispositions. See “Notes to the Consolidated Financial Statements – Note 2.” |
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