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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended MARCH 31, 2001
Commission File Number 000-22217
AMSURG CORP.
(Exact Name of Registrant as Specified in its Charter)
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
(Registrant's Telephone Number, Including Area Code)
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.
Yes [X] No [ ]
As of May 11, 2001, there were outstanding 14,668,235 shares of the
Registrant's Class A Common Stock, no par value, and 4,787,131 shares of the
Registrant's Class B Common Stock, no par value.
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PART I
ITEM 1. FINANCIAL STATEMENTS
AMSURG CORP.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
MARCH 31, DECEMBER 31,
2001 2000
-------- --------
ASSETS
Current assets:
Cash and cash equivalents................................................... $ 9,806 $ 7,688
Accounts receivable, net of allowance of $2,657 and $2,506, respectively.... 26,341 24,468
Supplies inventory.......................................................... 2,741 2,645
Deferred income taxes....................................................... 636 636
Prepaid and other current assets............................................ 2,337 2,091
-------- --------
Total current assets............................................... 41,861 37,528
Long-term receivables and deposits............................................... 1,939 1,861
Property and equipment, net...................................................... 40,923 39,855
Intangible assets, net........................................................... 130,727 111,408
-------- --------
Total assets....................................................... $215,450 $190,652
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt........................................... $ 2,640 $ 2,296
Accounts payable............................................................ 2,947 2,234
Accrued salaries and benefits............................................... 1,865 2,759
Other accrued liabilities................................................... 1,702 2,632
Current income taxes payable................................................ 1,978 1,018
-------- --------
Total current liabilities.......................................... 11,132 10,939
Long-term debt................................................................... 89,878 59,876
Notes payable and other long-term obligations.................................... 1,480 11,956
Deferred income taxes............................................................ 3,673 3,673
Minority interest................................................................ 23,327 21,063
Shareholders' equity:
Common stock:
Class A, no par value, 35,000,000 shares authorized, 9,969,475 and
9,951,656 shares outstanding, respectively............................ 50,894 50,764
Class B, no par value, 4,800,000 shares authorized, 4,787,131
shares outstanding.................................................... 13,529 13,529
Retained earnings........................................................... 21,537 18,852
-------- --------
Total shareholders' equity......................................... 85,960 83,145
-------- --------
Total liabilities and shareholders' equity......................... $215,450 $190,652
======== ========
See accompanying notes to the consolidated financial statements.
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AMSURG CORP.
CONSOLIDATED STATEMENTS OF EARNINGS
(ALL AMOUNTS ARE EXPRESSED IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
------- -------
Revenues................................................................ $45,139 $31,633
Operating expenses:
Salaries and benefits.............................................. 12,056 8,548
Supply cost........................................................ 5,585 3,781
Other operating expenses........................................... 9,505 6,863
Depreciation and amortization...................................... 3,252 2,282
------- -------
Total operating expenses....................................... 30,398 21,474
------- -------
Operating income............................................... 14,741 10,159
Minority interest....................................................... 8,545 6,158
Interest expense, net of interest income................................ 1,721 711
------- -------
Earnings before income taxes................................... 4,475 3,290
Income tax expense...................................................... 1,790 1,267
------- -------
Net earnings................................................... $ 2,685 $ 2,023
======= =======
Earnings per common share:
Basic.............................................................. $ 0.18 $ 0.14
Diluted............................................................ $ 0.17 $ 0.14
Weighted average number of shares and share equivalents outstanding:
Basic.............................................................. 14,750 14,547
Diluted............................................................ 15,539 14,867
See accompanying notes to the consolidated financial statements.
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AMSURG CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
---------------------
2001 2000
-------- -------
Cash flows from operating activities:
Net earnings........................................................................... $ 2,685 $ 2,023
Adjustments to reconcile net earnings to net cash provided by operating activities:
Minority interest.................................................................. 8,545 6,158
Distributions to minority partners................................................. (8,440) (6,757)
Depreciation and amortization...................................................... 3,252 2,282
Increase (decrease) in cash, net of effects of acquisitions, due to changes in:
Accounts receivable, net...................................................... (855) (435)
Supplies inventory............................................................ 97 77
Prepaid and other current assets.............................................. (228) 59
Other assets.................................................................. -- 25
Accounts payable.............................................................. 569 457
Accrued expenses and other liabilities........................................ (78) (48)
Other, net.................................................................... 51 (44)
-------- -------
Net cash flows provided by operating activities............................... 5,598 3,797
Cash flows from investing activities:
Acquisition of interest in surgery centers............................................. (33,236) (4,854)
Acquisition of property and equipment.................................................. (2,614) (1,509)
Decrease (increase) in long-term receivables........................................... (78) 38
-------- -------
Net cash flows used by investing activities................................... (35,928) (6,325)
Cash flows from financing activities:
Repayment of notes payable............................................................. -- (1,188)
Proceeds from long-term borrowings..................................................... 30,461 5,500
Repayment on long-term borrowings...................................................... (594) (5,200)
Net proceeds from issuance of common stock............................................. 130 --
Proceeds from capital contributions by minority partners............................... 2,451 213
Financing cost incurred................................................................ -- (4)
-------- -------
Net cash flows provided (used) by financing activities........................ 32,448 (679)
-------- -------
Net increase in cash and cash equivalents................................................... 2,118 (3,207)
Cash and cash equivalents, beginning of period.............................................. 7,688 9,523
-------- -------
Cash and cash equivalents, end of period.................................................... $ 9,806 $ 6,316
======== =======
See accompanying notes to the consolidated financial statements.
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AMSURG CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of AmSurg
Corp. and subsidiaries (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial reporting and in
accordance with Rule 10-01 of Regulation S-X.
In the opinion of management, the unaudited interim financial
statements contained in this report reflect all adjustments, consisting of only
normal recurring accruals which are necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The results of operations for any interim period are not necessarily
indicative of results for the full year.
The accompanying consolidated financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's 2000 Annual Report on Form 10-K, as amended.
(2) LONG-TERM DEBT
At March 31, 2001, the Company had $85.6 million in borrowings
outstanding under its revolving credit facility which permits the Company to
borrow up to $100.0 million to finance its acquisitions and development projects
at an interest rate equal to, at the Company's option, the prime rate or LIBOR
plus a spread of 1.5% to 3.0%, depending upon borrowing levels. The loan
agreement also provides for a fee ranging between 0.375% to 0.50% of unused
commitments based on borrowing levels and contains certain additional covenants.
The Company was in compliance with all covenants at March 31, 2001.
(3) ACQUISITIONS AND OTHER TRANSACTIONS
In the three months ended March 31, 2001, the Company, through wholly
owned subsidiaries and in separate transactions, acquired majority interests in
six physician practice-based surgery centers. The aggregate purchase price and
related cost for the acquisitions was approximately $22.7 million, of which the
Company assigned approximately $20.7 million to excess cost over net assets of
purchased operations. In the three months ended March 31, 2001, the Company also
funded outstanding obligations of $10.5 million associated with 2000
acquisitions.
In the three months ended March 31, 2001, the Company signed certain
agreements which provide for the sale of the Company's equity interest in a
surgery center limited liability company to an unaffiliated third party upon the
fulfillment of certain conditions by the Company. The combined proceeds from
these agreements will approximate the Company's net book value of its equity
interest in the LLC as of March 31, 2001. Revenues from this surgery center
constituted less than 0.5% of the Company's consolidated revenues during the
three months ended March 31, 2001.
(4) SUBSEQUENT EVENTS
In April 2001, the Company completed a public offering of 4,526,000
shares of Class A Common Stock, for net proceeds of approximately $76.6 million
to the Company. Net proceeds from the offering were used to repay borrowings
under the Company's revolving credit facility.
In April 2001, the Company received a ruling from the Internal Revenue
Service that allows the Company to reclassify each share of outstanding Class A
Common Stock and each share of Class B Common Stock as one share of common
stock, in a single class having rights identical to our existing Class A Common
Stock. The Company intends to seek shareholder approval for the reclassification
at the annual meeting of the Company's shareholders on July 11, 2001.
In April 2001, the Company, through a wholly owned subsidiary acquired
a majority interest in a physician practice-based surgery center for
approximately $1.2 million.
(5) RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." The Company
adopted this pronouncement on January 1, 2001, which had no impact on the
Company's consolidated financial statements.
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ITEM 2. 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 below, 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 our ability to enter into partnership
or operating agreements for new practice-based ambulatory surgery centers; our
ability to identify suitable acquisition candidates and negotiate and close
acquisition transactions, including centers under letter of intent; our ability
to obtain the necessary financing or capital on terms satisfactory to us in
order to execute our expansion strategy; our ability to manage growth; our
ability to contract with managed care payers on terms satisfactory to us for our
existing centers and our centers that are currently under development; our
ability to obtain and retain appropriate licensing approvals for our existing
centers and centers currently under development; our ability to minimize
start-up losses of our development centers; our ability to maintain favorable
relations with our physician partners; our ability to effectively integrate the
operations of the surgery centers acquired from Physician Resource Group into
our operations and operate them profitably; the implementation of the proposed
rule issued by the Health Care Financing Administration which would update the
ratesetting methodology, payment rates, payment policies and the list of covered
surgical procedures for ambulatory surgery centers; risks associated with our
status as a general partner of the limited partnerships; and risks relating to
our technological systems.
OVERVIEW
We develop, acquire and operate practice-based ambulatory surgery
centers in partnership with physician practice groups throughout the United
States. As of March 31, 2001, we owned a majority interest (51% or greater) in
87 surgery centers.
The following table presents the changes in the number of surgery
centers in operation, centers under development and centers under letter of
intent during the three months ended March 31, 2001 and 2000. A center is deemed
to be under development when a partnership or limited liability company has been
formed with the physician group partner to develop the center.
THREE MONTHS ENDED
MARCH 31,
------------------
2001 2000
---- ----
Centers in operation, beginning of period.................. 81 63
New center acquisitions placed in operation................ 6 1
New development centers placed in operation................ -- 1
--- ----
Centers in operation, end of period........................ 87 65
=== ====
Centers under development, end of period................... 4 11
Development centers awaiting CON approval, end of period... 1 --
Average number of centers in operation, during period...... 84 64
Centers under letter of intent, end of period.............. 4 7
Of the surgery centers in operation as of March 31, 2001, 54 centers
perform gastrointestinal endoscopy procedures, 28 centers perform ophthalmology
surgery procedures, one center performs orthopedic procedures, one center
performs otolaryngology procedures and three centers perform procedures in more
than one specialty. The other partner or member in each partnership or limited
liability company is generally an entity owned by physicians who perform
procedures at the center.
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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. As of May 15, 2001, we had
acquired interests in one additional surgery center. During the three months
ended March 31, 2001, we signed certain agreements which provided for the future
sale of our interest in a surgery center to an unaffiliated third party upon the
fulfillment of certain conditions by the Company for net proceeds which
approximate the net book value of our equity interest in the surgery center.
On January 31, 2000, we signed a definitive agreement with Physicians
Resource Group for the purchase of a portion of Physicians Resource Group's
ownership interest in certain single specialty ophthalmology ambulatory surgery
centers for approximately $40 million in cash. As of March 31, 2001, we had
purchased from Physicians Resource Group eight surgery centers for approximately
$37.5 million. Physicians Resource Group has interests in several additional
surgery centers that we may considering purchasing from time to time; however,
there can be no assurances that we will be successful in completing such
acquisitions. Physicians Resource Group filed for bankruptcy in the United
States Bankruptcy Court for the Northern District of Texas on February 1, 2000.
While we generally own 51% to 70% of the entities that own the
surgery centers, 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 revenue is 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.
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. We derived approximately 39% of our net revenues from governmental
healthcare programs, primarily Medicare, in the three months ended March 31,
2001 and 2000. The Medicare program currently pays ambulatory surgery centers in
accordance with predetermined fee schedules.
RESULTS OF OPERATIONS
The following table shows certain statement of earnings items expressed
as a percentage of revenues for the three months ended March 31, 2001 and 2000:
THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
----- -----
Revenues...................................... 100.0% 100.0%
Operating expenses:
Salaries and benefits.................... 26.7 27.0
Supply cost.............................. 12.4 12.0
Other operating expenses................. 21.0 21.7
Depreciation and amortization............ 7.2 7.2
----- -----
Total operating expenses............. 67.3 67.9
----- -----
Operating income..................... 32.7 32.1
Minority interest............................. 18.9 19.5
Interest expense, net of interest income...... 3.8 2.2
----- -----
Earnings before income taxes......... 10.0 10.4
Income tax expense............................ 4.0 4.0
----- -----
Net earnings......................... 6.0% 6.4%
===== =====
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Revenues were $45.1 million in the three months ended March 31, 2001,
an increase of $13.5 million, or 43%, over revenues in the comparable 2000
period. The increase is primarily attributable to additional centers in
operation in 2001 and same-center revenue growth of 12%. Same-center revenue
growth is primarily attributable to additional procedure volume. Our centers
performed 89,036 procedures during the three months ended March 31, 2001,
compared to 64,480 procedures in the comparable 2000 period. Average revenue per
operating center was $538,000 and $494,000 in the three months ended March 31,
2001 and 2000, respectively. The increase in average revenue per operating
center is due to a greater mix of ophthalmology procedures, which normally are
reimbursed at a higher rate than gastroenterology procedures, our predominant
procedure type.
Salaries and benefits expense was $12.1 million in the three months
ended March 31, 2001, an increase of $3.5 million, or 41%, over salaries and
benefits expense in the comparable 2000 period. This increase resulted primarily
from an additional 22 centers in operation and from an increase in corporate
staff primarily to support growth in the number of centers in operation and
anticipated future growth.
Supply cost was $5.6 million in the three months ended March 31, 2001,
an increase of $1.8 million, or 48%, over supply cost in the comparable 2000
period. This increase resulted primarily from a 38% increase in procedures over
the comparable 2000 period and an increased mix of ophthalmology procedures,
which require more costly supplies than gastroenterology procedures, our
predominant procedure type.
Other operating expenses were $9.5 million in the three months ended
March 31, 2001, an increase of $2.6 million, or 38% over other operating
expenses in the comparable 2000 period. This increase resulted primarily from
additional centers in operation.
We anticipate further increases in operating expenses in 2001,
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 operation and will
experience lower revenues and operating margins than an established center until
its case load increases to a more optimal operating level, which generally is
expected to occur within 12 months after a center opens. At March 31, 2001, we
had four centers under development and 10 centers that had been open for less
than one year.
Depreciation and amortization expense increased $1.0 million, or 43%,
in the three months ended March 31, 2001, over the comparable 2000 period,
primarily due to 22 additional surgery centers in operation in the 2001 period
compared to the 2000 period as well as additional excess of cost over net assets
of purchased operations acquired from April 1, 2000 to March 31, 2001.
Minority interest in earnings in the three months ended March 31, 2001
increased by $2.4 million, or 39%, over the comparable 2000 period primarily as
a result of minority partners' interest in earnings at surgery centers recently
added to operations and from increased same-center profitability.
Interest expense increased $1.0 million, or 142%, in the three months
ended March 31, 2001, from the comparable 2000 period. This increase was the
result of an increase in debt incurred or assumed in connection with additional
acquisitions of interests in surgery centers and interest expense associated
with newly opened start-up surgery centers financed partially with bank debt.
Total debt increased $55.0 million from March 31, 2000 to March 31, 2001.
We recognized income tax expense of $1.8 million in the three months
ended March 31, 2001, compared to $1.3 million in the comparable 2000 period.
Our effective tax rate in the 2001 and 2000 periods was 40.0% and 38.5%,
respectively, of net earnings before income taxes and differed from the federal
statutory income tax rate of 35% and 34%, respectively, primarily due to the
impact of state income taxes. We expect our effective tax rate during the
remainder of 2001 to be approximately 40.0%.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001, we had working capital of $30.7 million compared to
$19.3 million at March 31, 2000. Operating activities for the three months ended
March 31, 2001 generated $5.6 million in cash flows compared to $3.8 million in
the comparable 2000 period. Cash and cash equivalents at March 31, 2001 and 2000
were $9.8 million and $6.3 million, respectively.
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During the three months ended March 31, 2001, we used approximately
$33.2 million to acquire interests in practice-based ambulatory surgery centers,
including $10.5 million for the funding of other long-term obligations related
to recent 2000 acquisitions. In addition, we made capital expenditures primarily
for new start-up surgery centers and for new or replacement property at existing
centers which totaled approximately $2.6 million in the three months ended March
31, 2001. Maintenance capital expenditures, including new capital leases, for
the three months ended March 31, 2001 were $1.1 million. We received
approximately $2.5 million from capital contributions of our minority partners.
We used our cash flow from operations and net borrowings of long-term debt of
$29.9 million to fund our acquisitions and development activity. At March 31,
2001, we and our partnerships and limited liability companies had unfunded
construction and equipment purchase commitments for centers under development of
approximately $0.5 million, which we intend to fund through additional
borrowings of long-term debt, operating cash flow and capital contributions by
minority partners.
During the three months ended March 31, 2001, we raised approximately
$0.1 million from the issuance of stock under our employee stock option plans.
At March 31, 2001, we had $85.6 million outstanding under our revolving
credit facility which permits us to borrow up to $100.0 million to finance our
acquisition and development projects, at a rate equal to, at our option, the
prime rate or LIBOR plus a spread of 1.5% to 3.0%, depending upon borrowing
levels. The loan agreement also provides for a fee ranging between 0.375% to
0.50% of unused commitments based on borrowing levels. 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 with all covenants at March 31, 2001. Borrowings under the amended
credit facility are due on May 5, 2003, and are secured primarily by a pledge of
the stock of our subsidiaries and our membership interests in the LLCs.
In April 2001, we completed a public offering of 4,600,000 shares of
Class A Common Stock, including 74,000 shares offered by selling shareholders,
for net proceeds to us of approximately $76.6 million. The net proceeds were
used to repay borrowings under our revolving credit facility.
On June 12, 1998, the Department of Health and Human Services, or DHHS,
published a proposed rule that would update the ratesetting methodology, payment
rates, payment policies and the list of covered surgical procedures for
ambulatory surgery centers. The proposed rule reduces the rates paid for certain
ambulatory surgery center procedures reimbursed by Medicare, including a number
of endoscopy and ophthalmology procedures performed at our centers. DHHS
initially planned to implement these new rates in the spring of 2001. However,
the Benefits Improvement and Protection Act of 2000, or BIPA, made three changes
to the June 1998 proposed rule. First, BIPA deferred the date on which the
proposal becomes effective to January 2002; second, BIPA requires the phase-in
of the new rates over four years; and third, it requires that DHHS use data
beginning in January 2003 based on a new surgery center cost survey from 1999 or
later in calculating new rates.
We estimate that if full implementation of the new rates occurred in
January 2002, they would adversely affect our annual revenues by 4% based on the
proposed rates and our historical procedure mix. However, we believe due to the
four year phase-in of the new rates, coupled with updated rates based on a new
cost survey to be used in 2003 and cost efficiencies we expect to implement at
both the center and corporate level, that our financial results will not be
materially impacted by the rule's implementation. There can be no assurance that
the implementation of this rule will not adversely impact our financial
condition, results of operations and business prospects.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments
and Hedging Activities." We adopted this pronouncement on January 1, 2001, which
had no impact on our consolidated financial statements.
ITEM 3. 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 debt maturities along with both fixed-rate and
variable-rate debt to manage our exposure 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 such changes in interest rates to have a material effect on our net
earnings or cash flows in 2001.
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PART II
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Not applicable.
(b) Reports on Form 8-K
Current Report on Form 8-K filed with the SEC on
March 28, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMSURG CORP.
Date: May 14, 2001 By: /s/ Claire M. Gulmi
---------------------------------------
CLAIRE M. GULMI
Senior Vice President and Chief
Financial Officer (Principal Financial
and Duly Authorized Officer)
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