SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
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expense and other operating expenses represented in the aggregate approximately
61% of revenues in 1995 as compared to approximately 66% of revenues in 1994 as
a result of the margin contribution of additional centers in operation.
 
     Depreciation and amortization expense increased by $1,088,000, or 83%, for
1995 over 1994, due primarily to the acquisition of majority interests in
additional practice-based ambulatory surgery centers and from new start-up
centers placed in operation. The increase in interest expense from $193,000 in
1994 to $722,000 in 1995 was primarily attributable to debt assumed or incurred
in connection with additional acquisitions of interests in centers plus the
interest expense associated with newly opened start-up centers financed
partially with bank debt.
 
     Minority partners' interest in center earnings for 1995 rose to $3,938,000
from $2,468,000 in 1994, an increase of 60%, primarily as a result of minority
partners' interest in earnings at surgery centers added to operations and from
increased same-center profitability.
 
     Income tax expense increased to $578,000 in 1995 from $26,000 in 1994 as a
result of increased income before income taxes and an increase in AmSurg's
effective income tax rate to 36% from 4%. The increase in the effective income
tax rate resulted from the utilization of prior period net operating loss
carryforwards to eliminate federal income taxes for 1994 and to reduce federal
income taxes in 1995. The difference between the federal statutory income tax
rate of 34% and AmSurg's effective income tax rates in 1995 and 1994 was due
primarily to the utilization of prior period net operating loss carryforwards
and the impact of state income taxes.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Operating activities for 1996 generated $8,912,000 in cash flow. Investing
activities during 1996 used $16,395,000, including $12,670,000 used to acquire
interests in additional practice-based ambulatory surgery centers and the
interest in the Florida physician practice, and $3,863,000 to acquire property
and equipment for new start-up surgery centers and for new or replacement
property at existing centers. Financing activities for 1996 provided $7,206,000
in cash flow, primarily as a result of (i) net additions to long-term debt of
$3,283,000, (ii) minority partner capital contributions to AmSurg's partnerships
and limited liability companies of $1,681,000, (iii) $2,366,000 in cash proceeds
from the issuance of common stock, and (iv) net proceeds of $4,960,000 from the
issuance of preferred stock; these financing proceeds were partially offset by
$5,084,000 in distributions to surgery center minority partners. At December 31,
1996, AmSurg had $5,030,000 in outstanding term loan borrowings under its
amended and restated bank credit agreement which is repayable through June 2000.
AmSurg also had outstanding borrowings of $3,158,000 under a related revolving
credit facility which provides up to $12,000,000 in available credit through
June 1998 for acquisition and development projects, with repayment of these
borrowings being made through June 2002. Borrowings under the bank credit
agreement and related credit facility bear interest at a rate equal to the prime
rate or 1.75% above LIBOR or a combination thereof at AmSurg's option.
 
     On November 20, 1996, AmSurg issued shares of its Series A Preferred Stock
and Series B Preferred Stock to certain unaffiliated institutional investors for
cash proceeds of approximately $4,960,000, after payment of offering expenses.
The purpose of the offering was to fund the acquisition and development of
surgery centers and to provide other working capital as needed prior to being in
position to access capital markets as an independent public company following
the Distribution. The Series A Preferred Stock, with a liquidation value of
$3,000,000, will accrue dividends of 8% per annum on such liquidation value,
commencing on November 21, 1998. The Series A Preferred Stock is subject to
redemption at any time at the option of AmSurg and is subject to redemption at
the option of the holders on November 20, 2002 and upon the occurrence of
certain events, including a public offering yielding at least $20,000,000 in net
proceeds to AmSurg, and/or its stockholders (or $25,000,000 in net proceeds if
the Distribution does not occur) (a "Qualified IPO"). The Series A Preferred
Stock may also be converted into shares of Class A Common Stock at the option of
the holders following the Distribution or upon a Qualified IPO at the then
current market price of the Class A Common Stock. The Series B Preferred Stock
will be automatically converted into a number of shares of Class A Common Stock
that approximates 6% of the equity of AmSurg determined as of
 
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