AmSurg Corp (AMSG)
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AMSURG Reports Third-Quarter Diluted EPS of $0.69 and Adjusted Diluted EPS of $1.13
businesswire.com
2016-11-01 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AMSURG Corp. (NASDAQ: AMSG) today announced financial results for the third quarter and nine months ended September 30, 2016. The Company’s results for the quarter, compared with the third quarter of 2015, included: Net revenues of $822.2 million, up 26% from $650.2 million for the third quarter of 2015; Net earnings attributable to AMSURG common shareholders of $37.7 million, a decline of 7%, and $0.69 per diluted share, a decline of 17%, primarily due to transaction costs related to AMSURG’s proposed merger with Envision Healthcare and to AMSURG’s deconsolidation activities; An increase of 22% in adjusted net earnings to $64.9 million; A 10% increase in adjusted net earnings per diluted share to $1.13, on a 12% increase in diluted shares outstanding, if converted, primarily due the Company’s December 2015 public offering of common stock; and Adjusted EBITDA of $153.0 million, an increase of 15%. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AMSURG produced strong revenue growth for the third quarter of 2016, increasing more than 20% before the impact of consolidating a Physician Services joint venture,” commented Christopher A. Holden, President and Chief Executive Officer of AMSURG. “This revenue growth primarily resulted from the substantial success of our acquisition strategy, which, over the 12 months prior to the end of the third quarter, included the deployment of more than $1 billion of acquisition capital. In addition, third-quarter revenues benefitted from same contract revenue growth of 7.5% in our Physician Services division and 2.3% in our Ambulatory Services division. “We remain on pace to complete our transformative merger with Envision Healthcare. We and Envision have received the required antitrust approvals and scheduled our respective Special Meeting of Shareholders to vote on the merger on November 28, 2016. Subject to Envision and AMSURG shareholder approval and the satisfaction or waiver of other customary closing conditions, we continue to expect to complete the merger by the end of 2016. On completion, this merger will create a national provider of a broad, unique continuum of clinical network solutions, including multiple outsourced physician specialties, such as emergency, hospitalist, anesthesia, radiology and children’s services, as well as solutions for ambulatory surgery, post-acute care and medical transportation. “During the third quarter, Ambulatory Services acquired three ambulatory surgery centers (ASCs), including two multi-specialty centers and one gastroenterology center. Physician Services completed two acquisitions of anesthesia practices. We continue to evaluate additional potential acquisitions in our strong pipeline, including opportunities for Ambulatory Services and across all our Physician Services specialties. In the first nine months of 2016, we deployed over $350 million of capital for acquisitions, which we expect to increase to approximately $400 million for the full year. Ambulatory Services Net revenues for the third quarter of 2016 were $314.6 million, a 1.8% increase from $309.0 million for the third quarter of 2015. While Ambulatory Services operated a total of 260 ASCs at the end of the third quarter of 2016 compared with 253 at the end of the third quarter last year, nine ASCs were deconsolidated during the 12 months ended September 30, 2016, which contributed incremental revenues of $11.4 million for the third quarter of 2015. The 2.3% increase in same center revenues for the third quarter of 2016 compared with the third quarter of 2015 was comprised of a 1.0% increase in procedures and a 1.3% increase in net revenue per procedure. Adjusted EBITDA increased 10.4% for the third quarter to $61.1 million from $55.4 million for the third quarter last year. Ambulatory Services operated 260 ASCs and one surgical hospital at September 30, 2016. In addition to acquiring three ASCs during the quarter, Ambulatory Services disposed of one ASC. The division had two ASCs under letter of intent at the end of the quarter, and one ASC was under development, which is expected to open in the fourth quarter of 2016. Physician Services Net revenues for Physician Services were $507.6 million for the third quarter of 2016, a 48.8% increase from $341.2 million for the third quarter of 2015. This growth reflected the consolidation for accounting purposes of a joint venture into the Physician Services results of operations, due to an expansion of certain powers provided to the officers of the joint venture. This consolidation accounted for $35.0 million of the $166.4 million growth in revenues for the quarter, a portion of the growth in various operating expenses and the decline in equity in earnings of unconsolidated affiliates for the quarter. The consolidation did not affect the dollar amounts of measures of profitability, including operating income, EBITDA and net earnings attributable to AMSURG common shareholders. However, profit margins were impacted by the additional revenue. Adjusted EBITDA was $91.9 million for the quarter, up 18.1% from $77.8 million for the third quarter of 2015, and adjusted EBITDA margin was 18.1% compared with 22.8%, with a significant portion of the margin decline related to the consolidation of the joint venture. The comparable-quarter growth in Physician Services revenues was comprised of an increase of 5.9% in same-contract revenues, 1.0% in net new contract revenues, 31.6% in acquisition revenues and 10.3% in revenues resulting from the consolidation of the joint venture. Same-contract growth in net revenues totaled 7.5% for the third quarter of 2016, which included a 2.9% increase in patient encounters per day and a 4.6% increase in net revenue per patient encounter. Liquidity At September 30, 2016, AMSURG had cash and cash equivalents of $106.1 million and availability of $100 million under its revolving credit facility. Net cash flows from operations, less distributions to noncontrolling interests, were $109.7 million, excluding transaction costs, for the third quarter. The Company’s ratio of total debt at the end of the second quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.2. Guidance AMSURG today increased its 2016 financial guidance for net revenues based on third-quarter results, the outlook for the fourth quarter and the continuing impact of the joint venture consolidation. The Company also provided financial guidance for the fourth quarter of 2016. The Company’s guidance does not include any impact from the completion of the proposed merger with Envision. If the completion of the merger occurs before the end of 2016, actual results of operations for 2016 could differ from this guidance. The Company’s financial and operating guidance is as follows: Revenues of $3.15 billion to $3.17 billion for 2016 compared with $3.05 billion to $3.09 billion previously; A same-center revenue increase of 4% to 5% for Ambulatory Services for 2016, compared with 4% to 6% previously, and same-contract revenue growth of 6% to 8% for Physician Services, compared with 4% to 6% previously; Adjusted EBITDA of $592 million to $598 million for 2016, compared with $592 million to $601 million previously; Adjusted EPS of $4.28 to $4.33 for 2016, compared with $4.28 to $4.35 previously; and For the fourth quarter of 2016, adjusted EPS of $1.23 to $1.28. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the fourth quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AMSURG Corp. will hold a conference call to discuss this release today, November 1, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the fourth quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; there may be governmental or commercial health changes designed to reduce the number of surgical procedures; we may fail to comply with applicable laws and regulations including the federal Anti-Kickback statue and similar state laws; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the attention of management may be diverted by the process of making new acquisitions; the risks associated with our ability to consummate the business combination with Envision and the timing of the closing of the business combination; the ability to successfully integrate our and Envision’s operations and employees; the ability to realize the anticipated benefits and synergies of the business combination with Envision; the potential impact of the announcement of the business combination or consummation of the transaction on relationships, including with our employees, customers and competitors; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; restricted covenants in our indenture documents may restrict our business strategies or could result in an acceleration of our debt; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may fail to effectively manage and implement security measures protecting our information technology systems to protect confidential data; our disaster recovery systems or management continuity plans may be disrupted; we may face shortages or quality control issues of products, equipment, and medical supplies that could adversely affect our operations and profitability; enforcement authorities may conclude that our market share in any particular market is too concentrated or our clients’ commercial payor contract negotiating practices are illegal; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; our physician partners may fail to perform on their pro rata share of any indebtedness or lease agreements; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AMSURG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and Current Report on Form 8-K dated August 4, 2016, each as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AMSURG disclaims any intent or obligation to update these forward-looking statements. About AMSURG AMSURG’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AMSURG’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2016, AMSURG owned and operated 260 ASCs and one surgical hospital in 35 states and the District of Columbia and provided physician services to more than 550 healthcare facilities in 32 states. AMSURG has partnerships with, or employs, over 6,500 physicians and other healthcare professionals in 40 states and the District of Columbia. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) Statement of Earnings Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued Operating Data- Ambulatory Services: 2.3 % 6.6 % Operating Data- Physician Services: _____________________ (1) Includes net revenue growth related to the consolidation of a previously unconsolidated affiliate of 10.3% and 3.7% for the three and nine months ended September 30, 2016, respectively. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Balance Sheet Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures (1) We believe the calculation of adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders provides a better measure of our ongoing performance and provides better comparability to prior periods because it excludes discontinued operations, the gains or loss from deconsolidations, which are non-cash in nature, transaction costs, including associated debt extinguishment costs and deferred financing write-off, and acquisition-related amortization expense, changes in contingent purchase price consideration and share-based compensation expense. Adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders should not be considered as a measure of financial performance under accounting principles generally accepted in the United States, and the items excluded from it is a significant component in understanding and assessing financial performance. Because adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders is not a measurement determined in accordance with accounting principles generally accepted in the United States and is thus susceptible to varying calculations, it may not be comparable as presented to other similarly titled measures of other companies. For purposes of calculating adjusted earnings per share, we utilize the if-converted method to determine the number of diluted shares outstanding. In periods where utilizing the if-converted method is anti-dilutive, the mandatory convertible preferred stock will not be included in the calculation of diluted shares outstanding. (2) We define Adjusted EBITDA of AmSurg as earnings before interest expense, net, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Adjusted EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA is an analytical indicator used by management and the health care industry to evaluate company performance, allocate resources and measure leverage and debt service capacity. Adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Net earnings from continuing operations attributable to AmSurg Corp. common shareholders is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most comparable to Adjusted EBITDA as defined.

AMSURG Announces Second-Quarter Financial Results
businesswire.com
2016-08-02 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AMSURG Corp. (NASDAQ: AMSG) today announced financial results for the second quarter and six months ended June 30, 2016. The Company’s results for the quarter, compared with the second quarter of 2015, included: Net revenues of $758.5 million, up 18% from $642.0 million for the second quarter of 2015; An increase of 39% in net earnings attributable to AMSURG common shareholders to $43.8 million; A 23% increase in net earnings attributable to AMSURG common shareholders to $0.80 per diluted share; An increase of 27% in adjusted net earnings to $63.1 million; 13% growth in adjusted net earnings to $1.10 per diluted share, on a 12% increase in diluted shares outstanding, if converted, primarily due the Company’s December 2015 public offering of common stock; and Adjusted EBITDA of $149.2 million, up 17%. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “We are pleased with AMSURG’s operating and financial performance for the second quarter, highlighted by our significant profitable growth,” commented Christopher A. Holden, President and Chief Executive Officer of AMSURG. “Our net revenues again reflected meaningful organic growth, with a 4.2% increase in same center revenues for our Ambulatory Services division and a 5.5% increase in same contract revenue for our Physician Services division. We also continued to expand and strengthen our market presence for both divisions and positioned AMSURG for future growth through the completion of nine acquisitions during the quarter. Finally, we executed a definitive agreement for a transformative merger with Envision Healthcare. On completion, this merger will create a national provider of a broad continuum of clinical network solutions, including multiple outsourced physician specialties, such as emergency, hospitalist, anesthesia, radiology and children’s services, as well as solutions for ambulatory surgery, post-acute care and medical transportation. We continue to expect to complete the merger by the end of 2016, subject to regulatory approvals, approval by Envision and AMSURG shareholders and the satisfaction or waiver of other customary closing conditions. “During the second quarter, Ambulatory Services acquired four ambulatory surgery centers. Physician Services completed five acquisitions during the second quarter, three of which were closed on June 30, 2016. The Physician Services transactions were comprised of a radiology practice and four anesthesia practices, including a multi-state anesthesia practice focused on serving ASCs. The transactions expanded Physician Services’ presence in existing markets and established the division’s initial presence in Illinois. We continue to evaluate additional potential acquisitions in our strong pipeline, including opportunities for Ambulatory Services and across all our Physician Services specialties. In the first half of 2016, we deployed nearly $300 million of capital for acquisitions, which we expect to increase to approximately $400 million for the full year. Subsequent to the end of the second quarter, Ambulatory Services has completed the acquisition of three additional ASCs. “During the second quarter, the timing of our acquisitions was later than anticipated, which affected the quarter’s revenue and will affect our full-year revenue performance. In addition, our Physician Services new contract signings are on target to meet or exceed our expectations for the year, however, the start dates for these new contracts are later in the year than assumed when preparing our revenue guidance. While the timing of the new contract starts will affect revenue growth for 2016, it will have little impact on net earnings.” Ambulatory Services Net revenues for the second quarter of 2016 were $319.7 million, a 2.8% increase from $311.0 million for the second quarter of 2015. The growth in net revenue was impacted by the deconsolidation of nine ASCs during the 12 months ended June 30, 2016, which contributed incremental revenues of $18.4 million for the second quarter of 2015. The 4.2% increase in same center revenues for the second quarter of 2016 compared with the second quarter of 2015 was comprised of a 3.3% increase in procedures and a 0.9% increase in net revenue per procedure. Adjusted EBITDA was $61.7 million for the second quarter, up 2.4% from $60.3 million for the second quarter last year. Ambulatory Services operated 258 ASCs and one surgical hospital at June 30, 2016. In addition to acquiring four ASCs during the quarter, Ambulatory Services disposed of two ASCs and deconsolidated one ASC, which was contributed to a new joint venture with a hospital. The division had four ASCs under letter of intent at the end of the second quarter of 2016, three of which have now been purchased, and one ASC was under development, which is expected to open in the third quarter of 2016. Physician Services Net revenues for Physician Services increased 33% to $438.8 million from $331.0 million for the second quarter of 2015. Adjusted EBITDA was $87.5 million for the quarter, up 29% from $67.7 million for the second quarter of 2015, and adjusted EBITDA margin was 19.9% compared with 20.4%. The comparable-quarter growth in Physician Services revenues was comprised of an increase of 4.5% in same-contract revenues, 0.6% in net new contract revenues and 27.5% in acquisition revenues. Same-contract growth in net revenues totaled 5.5% for the second quarter of 2016, which included a 5.1% increase in patient encounters per day and a 0.4% increase in net revenue per patient encounter. Liquidity At June 30, 2016, AMSURG had cash and cash equivalents of $74.1 million and availability under its $500 million revolving credit facility of $100 million. Net cash flows from operations, less distributions to noncontrolling interests, were $54.5 million for the second quarter. The Company’s ratio of total debt at the end of the second quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.2. Merger Update AMSURG expects that the preliminary joint proxy statement/prospectus related to its previously announced merger with Envision Healthcare Holdings, Inc. (NYSE: EVHC) will be filed with the U.S. Securities and Exchange Commission on Thursday, August 4, 2016, by the new registrant “New Amethyst Corp.” Guidance AMSURG today adjusted its 2016 financial guidance for net revenues as a result of the revised timing of acquisitions and new contract signings in 2016. The Company also provided financial guidance for the third quarter of 2016. The Company’s financial and operating guidance is as follows: Revenues of $3.05 billion to $3.09 billion for 2016, compared with $3.09 billion to $3.13 billion previously; A same-center revenue increase of 4% to 6% for Ambulatory Services for 2016 and same-contract revenue growth of 4% to 6% in Physician Services; Adjusted EBITDA of $592 million to $601 million for 2016; Adjusted EPS of $4.28 to $4.35 for 2016; and For the third quarter of 2016, adjusted EPS of $1.10 to $1.13. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the third quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AMSURG Corp. will hold a conference call to discuss this release today, August 2, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the first quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; there may be governmental or commercial health changes designed to reduce the number of surgical procedures; we may fail to comply with applicable laws and regulations including the federal Anti-Kickback statue and similar state laws; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the attention of management may be diverted by the process of making new acquisitions; the risks associated with our ability to consummate the business combination with Envision and the timing of the closing of the business combination; the ability to successfully integrate our and Envision’s operations and employees; the ability to realize the anticipated benefits and synergies of the business combination with Envision; the potential impact of the announcement of the business combination or consummation of the transaction on relationships, including with our employees, customers and competitors; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; restricted covenants in our indenture documents may restrict our business strategies or could result in an acceleration of our debt; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may fail to effectively manage and implement security measures protecting our information technology systems to protect confidential data; our disaster recovery systems or management continuity plans may be disrupted; we may face shortages or quality control issues of products, equipment, and medical supplies that could adversely affect our operations and profitability; enforcement authorities may conclude that our market share in any particular market is too concentrated or our clients’ commercial payor contract negotiating practices are illegal; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; our physician partners may fail to perform on their pro rata share of any indebtedness or lease agreements; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AMSURG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AMSURG disclaims any intent or obligation to update these forward-looking statements. About AMSURG AMSURG’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AMSURG’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of June 30, 2016, AMSURG owned and operated 258 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 530 healthcare facilities in 32 states. AMSURG has partnerships with, or employs, over 6,000 physicians and other healthcare professionals in 40 states and the District of Columbia. Statement of Earnings Data: See footnotes on page 10 Operating Data- Ambulatory Services: $ 2,515 Operating Data- Physician Services: 8.1 % 2.0 9.3 19.4 % 10.5 % Balance Sheet Data: Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Announces 27% Growth in First-Quarter Net Revenues, with Strong Same-Center and Same-Contract Revenue Growth
businesswire.com
2016-05-03 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the first quarter ended March 31, 2016. The Company’s results for the quarter included: Net revenues of $724.7 million, up 27% from $570.4 million for the first quarter of 2015; Net earnings attributable to AmSurg common shareholders of $28.6 million; Adjusted net earnings of $46.6 million, an increase of 47% compared with the first quarter of 2015; Net earnings per diluted share attributable to AmSurg common shareholders of $0.53 Adjusted net earnings per diluted share of $0.82, up 32%, on a 12% increase in diluted shares outstanding, if converted, primarily due to the Company’s December 2015 common stock offering; and Adjusted EBITDA of $120.1 million, up 28% compared with the first quarter of 2015. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AmSurg had a great start to 2016 with a substantial increase in first-quarter revenues and adjusted EPS, driven primarily by nearly $1 billion of acquisitions completed in 2015,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “In addition, we produced strong organic growth for the first quarter, with same-center revenues for our Ambulatory Services division increasing 8.8% and same-contract revenue for our Physician Services division growing 12.0%. Each division continued to benefit from increased volume and improved reimbursement during the first quarter. The quarter had one additional business day compared with the same prior-year quarter, which contributed 1.7% to the growth in both divisions. “Physician Services expanded the Company’s strong presence in the Phoenix, Arizona, market during the first quarter with our second acquisition of a neonatology practice in that market. Subsequent to the quarter end, Ambulatory Services completed the purchase of one surgery center and Physician Services purchased a physician practice in Jacksonville, Florida, that established our presence in the greater northeast Florida market. Our pipeline of potential acquisitions is robust, and we are evaluating opportunities for Ambulatory Services and across all our Physician Services specialties.” Ambulatory Services First-quarter net revenues for Ambulatory Services grew 8% to $307.1 million from $283.9 million for the first quarter of 2015. Same-center revenue increased 8.8% for first quarter of 2016 compared with the first quarter of 2015, comprised of a 5.0% increase in procedures per day, a 1.7% increase due to an additional operating day in the first quarter of 2016 and a 2.1% increase in net revenue per procedure. Our revenue growth over the same quarter last year was reduced by the impact of nine centers that were deconsolidated in 2015 and that represented 5.5% of revenue for the first quarter of 2015. Adjusted EBITDA increased 13% to $53.6 million for the first quarter of 2016 from $47.3 million for the first quarter of 2015, and adjusted EBITDA margin increased 80 basis points to 17.5% from 16.7%. At the end of the first quarter, Ambulatory Services operated 256 ASCs and one surgical hospital, having merged two ASCs during the quarter. Ambulatory Services had six ASCs under letter of intent at the end of the quarter and one center under development, which is expected to open in late 2016. Physician Services For the first quarter of 2016, net revenues for Physician Services increased 46% to $417.5 million from $286.5 million for the first quarter of 2015. Adjusted EBITDA rose 43% to $66.5 million for the quarter compared with $46.4 million for the first quarter of 2015, and adjusted EBITDA margin was 15.9% compared with 16.2%. The comparable-quarter increase in Physician Services revenues was comprised of growth of 10.1% in same-contract revenues, 1.2% in net new contract revenues and 34.4% in acquisition revenues. Same-contract growth in net revenues totaled 12.0% for the first quarter of 2016, which included a 7.3% increase in patient encounters per day, a 1.7% increase due to an additional operating day in the first quarter of 2016 and a 3.0% increase in net revenue per patient encounter. Liquidity At March 31, 2016, AmSurg had cash and cash equivalents of $85.9 million and availability under its $500 million revolving credit facility of $345 million. Net cash flows from operations, less distributions to noncontrolling interests, were $25.0 million for the first quarter. The Company’s ratio of total debt at the end of the first quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.1. Guidance AmSurg today adjusted its financial and operating guidance for 2016 and for the second quarter of the year. The Company’s guidance is as follows: Revenues in a range of $3.09 billion to $3.13 billion; A same-center revenue increase of 4% to 6% for Ambulatory Services and same-contract revenue growth of 4% to 6% in Physician Services; Adjusted EBITDA of $592 million to $601 million; Adjusted EPS in a range of $4.28 to $4.35; and For the second quarter of 2016, adjusted EPS in a range of $1.06 to $1.09. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the second quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release today, May 3, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the first quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; there may be governmental or commercial health changes designed to reduce the number of surgical procedures; we may fail to comply with applicable laws and regulations including the federal Anti-Kickback statue and similar state laws; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the attention of management may be diverted by the process of making new acquisitions; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; restricted covenants in our indenture documents may restrict our business strategies or could result in an acceleration of our debt; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may fail to effectively manage and implement security measures protecting our information technology systems to protect confidential data; our disaster recovery systems or management continuity plans may be disrupted; we may face shortages or quality control issues of products, equipment, and medical supplies that could adversely affect our operations and profitability; enforcement authorities may conclude that our market share in any particular market is too concentrated or our clients’ commercial payor contract negotiating practices are illegal; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; our physician partners may fail to perform on their pro rata share of any indebtedness or lease agreements; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of March 31, 2016, AmSurg owned and operated 256 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 450 healthcare facilities in 29 states. AmSurg has partnerships with, or employs, over 5,000 physicians and other healthcare professionals in 38 states and the District of Columbia. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) Statement of Earnings Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) Tax effect See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued Operating Data- Ambulatory Services: Operating Data- Physician Services: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Balance Sheet Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Reports 21% Growth in Fourth-Quarter Net Revenues, 39% Growth in Adjusted Diluted EPS of $1.07 and Diluted EPS of $1.26
businesswire.com
2016-02-24 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the fourth quarter and year ended December 31, 2015. The Company’s results for the quarter included: Growth of 21% in net revenues to $704.3 million from $581.8 million for the fourth quarter of 2014; Net earnings from continuing operations attributable to AmSurg common shareholders of $64.3 million and adjusted net earnings of $56.7 million, up 43% compared with the fourth quarter of 2014; Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders of $1.26 and a 39% increase in adjusted net earnings per diluted share to $1.07; and Adjusted EBITDA of $137.4 million, an increase of 24% compared with the fourth quarter of 2014. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. For fiscal 2015, net revenues were $2.57 billion, a 58% increase from $1.62 billion for fiscal 2014. Net earnings from continuing operations attributable to AmSurg common shareholders were $154.9 million for 2015, and adjusted net earnings increased 68% to $191.3 million from $114.2 million for 2014. Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders were $3.18 for 2015, and adjusted net earnings per diluted share increased 35% to $3.71. For 2015, weighted average diluted shares outstanding, if dilutive securities, options and non-vested shares were converted, increased 24% from 2014, primarily related to the equity issued to complete the acquisition of Sheridan Healthcare in July 2014. Adjusted EBITDA for 2015 was $492.3 million. “AmSurg had an exceptional year for 2015, the first full year following our transformative acquisition of Sheridan Healthcare in July 2014,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “We exceeded every element of our 2015 financial guidance that was provided in our 2014 fourth-quarter news release. “Our strong organic growth was evident in the 6.0% same-center revenue growth of Ambulatory Services for 2015 and the 9.9% same contact growth of Physician Services. As expected, the combination of AmSurg and Sheridan has indeed proven catalytic to our acquisition growth strategy, as we deployed $963 million in capital for acquisitions during 2015, completed 16 transactions, expanded our platform into the large, attractive markets of Phoenix and Atlanta and created significant growth momentum for 2016. Our strong cash flow, combined with our December equity offering, enabled us to execute on this large acquisition pipeline, significantly reducing our leverage ratio to 4.1. “Our outstanding financial and operating performance and strong profitable growth continued in the fourth quarter of 2015. We drove organic growth for the quarter through a 6.9% increase in same-center revenues for Ambulatory Services and an 8.3% increase in same contract revenue for Physician Services. This growth reflects increased volume and improved reimbursement for the quarter for both divisions. “During the fourth quarter, Ambulatory Services purchased two ambulatory surgery centers (ASCs) and entered into three joint ventures with new health system partners. As a result of our joint venture activity, we contributed six of our existing centers and obtained an interest in two additional ASCs that were contributed by our new partners. As previously announced, Physician Services completed three acquisitions in the fourth quarter, including the acquisition of Valley Anesthesia in Phoenix, Arizona; Premier Emergency Medical Specialists, also in Phoenix; and Northside Anesthesiology Consultants in Atlanta, Georgia.” Ambulatory Services Net revenues for Ambulatory Services grew 10% to $326.2 million for the fourth quarter of 2015 from $295.7 million for the fourth quarter of 2014. Same-center revenue rose 6.9% for fourth quarter of 2015 compared with the fourth quarter of 2014, comprised of a 2.2% increase in procedures and a 4.7% increase in net revenue per procedure. Adjusted EBITDA was $63.3 million for the fourth quarter of 2015, a 22% increase from $51.9 million for the fourth quarter of 2014, and adjusted EBITDA margin increased 180 basis points to 19.4% from 17.6%. At the end of the quarter, Ambulatory Services operated 257 ASCs and one surgical hospital. Ambulatory Services had five ASCs under letter of intent at the end of the fourth quarter and one center under development, which is expected to open in late 2016. Physician Services For the fourth quarter of 2015, net revenues for Physician Services increased 32% to $378.1 million from $286.1 million for the fourth quarter of 2014. Adjusted EBITDA increased 25% to $74.1 million for the quarter compared with $59.1 million for the fourth quarter of 2014, and adjusted EBITDA margin was 19.6% compared with 20.7%. Comparable-quarter increase in Physician Services revenues was comprised of growth of 6.2% in same-contract revenues, 1.7% in net new contract revenues and 24.3% in acquisition revenues. Same-contract growth in net revenues totaled 8.3% for the fourth quarter of 2015, which included a 6.6% increase in patient encounters and a 1.7% increase in net revenue per patient encounter. Physician Services continues to evaluate additional acquisition opportunities in its robust pipeline of potential transactions. Liquidity At the end of 2015, AmSurg had cash and cash equivalents of $106.7 million and availability under its $500 million revolving credit facility of $325 million. Net cash flows from operations, less distributions to noncontrolling interests, were $54.0 million for quarter and $323.1 million for full-year 2015. Although 2015 capital expenditures for maintenance and acquisitions were more than $1 billion, the Company’s ratio of total debt at the end of 2015 to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.1 compared with 5.3 at the end of 2014. Guidance AmSurg today established its financial and operating guidance for 2016 and for the first quarter of the year. The Company’s guidance is as follows: Revenues in a range of $3.09 billion to $3.13 billion; A same-center revenue increase of 3.0% to 5.0% for Ambulatory Services and same-contract revenue growth of 4.0% to 6.0% in Physician Services; Adjusted EBITDA of $590 million to $600 million; Adjusted EPS in a range of $4.26 to $4.34; and For the first quarter of 2016, adjusted EPS in a range of $0.77 to $0.80, which includes the seasonally higher salary-related expenses historically experienced in Physician Services. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the first quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release Wednesday, February 24, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the first quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of December 31, 2015, AmSurg owned and operated 257 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 450 healthcare facilities in 29 states. AmSurg has partnerships with, or employs, over 5,000 physicians and other healthcare professionals in 38 states and the District of Columbia. December 31, December 31, Statement of Earnings Data: Net earnings attributable to AmSurg Corp. common shareholders Net earnings attributable to AmSurg Corp. common shareholders Three Months Ended December 31, December 31, See footnotes on page 10 Operating Data- Ambulatory Services: December 31, December 31, Operating Data- Physician Services: Three Months Ended December 31, Year Ended December 31, Balance Sheet Data: Three Months Ended December 31, December 31, Statement of Cash Flow Data: Adjustments to reconcile net earnings to net cash flows provided by operating activities: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Reports Third-Quarter Adjusted Diluted EPS of $1.03 and Diluted EPS of $0.83
businesswire.com
2015-11-03 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the third quarter ended September 30, 2015. The Company’s results for the quarter included: Growth in net revenues of 29% to $650.2 million from $502.4 million for the third quarter of 2014; Net earnings from continuing operations attributable to AmSurg common shareholders of $40.4 million. Adjusted net earnings increased 53% to $53.0 million from the third quarter of 2014; Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders of $0.83 and 49% growth in adjusted net earnings per diluted share to $1.03; and Adjusted EBITDA of $133.2 million, up 39% from the third quarter of 2014. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AmSurg continued to perform meaningfully better than we expected during the third quarter of 2015, resulting in our raising our financial guidance for the year for the third consecutive quarter,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “Our strong results reflected outstanding organic growth for the quarter, with an acceleration in our Ambulatory Services same-center revenues for the third consecutive quarter and double-digit growth in Physician Services same-contract revenue growth for the second consecutive quarter. “For the third quarter of 2015, Ambulatory Services produced same-center revenue growth of 6.6%, due primarily to improved reimbursement, increased volume and improved case mix. Physician Services produced same-contract revenue growth of 10.1%, driven by increased volume, improved reimbursement and higher acuity. “In addition, the combination of AmSurg and Sheridan continued to be catalytic to our acquisition growth strategies in the third quarter. In a time of increasing industry integration and consolidation, this combination gives AmSurg a unique and nationally scaled platform that addresses strategically imperative needs of health systems as they focus on building integrated networks. The market reception for this platform continues to exceed our expectations. “During the third quarter, Ambulatory Services purchased two ambulatory surgery centers (ASCs) and opened a de novo ASC. The division also entered into a new joint venture with a health system in California whereby we contributed two ASCs and the health system contributed a surgical hospital. In addition, subsequent to quarter end, Ambulatory Services acquired two ASCs. As previously announced, Physician Services purchased two anesthesia practices during the third quarter, and today we announced the acquisition of Valley Anesthesia in Phoenix, Arizona, one of the largest independent anesthesiology practices in the country.” Ambulatory Services Net revenues for Ambulatory Services grew 12% to $309.0 million for the third quarter of 2015 from $276.4 million for the third quarter of 2014. Same-center revenue rose 6.6% for third quarter of 2015 compared with the third quarter of 2014, comprised of a 2.7% increase in procedures and a 3.9% increase in net revenue per procedure. Adjusted EBITDA was $55.4 million for the third quarter of 2015, a 16% increase from $47.9 million for the third quarter of 2014, while adjusted EBITDA margin increased 60 basis points to 17.9% from 17.3%. At the end of the quarter, Ambulatory Services operated 253 ASCs and one surgical hospital. Ambulatory Services had five ASCs under letter of intent at the end of the third quarter and one center under development, which is expected to open in 2016. Physician Services For the third quarter of 2015, net revenues for Physician Services were $341.2 million. Adjusted EBITDA was $77.8 million for the quarter, and adjusted EBITDA margin was 22.8%. Comparable-quarter revenue growth for Physician Services was 25.9%, of which 7.6% was from same-contract revenues, 2.9% from net new contract revenues and 15.4% from acquisition revenues. Same-contract growth in net revenues totaled 10.1% for the third quarter of 2015, which included a 5.0% increase in patient encounters and a 5.1% increase in net revenue per patient encounter. Having completed the Valley Anesthesia transaction thus far in the fourth quarter, Physician Services continues to evaluate additional acquisition opportunities in its robust pipeline of potential transactions. Liquidity AmSurg had cash and cash equivalents of $187.4 million at the end of the third quarter. Subsequent to quarter end, the Company executed the accordion feature under its credit agreement, which increased its borrowing capacity to $500.0 million under its revolving credit facility. A portion of this credit facility was used to fund acquisitions subsequent to quarter end. The remaining availability under the Company’s revolving credit facility is $244.0 million. Net cash flows from operations, less distributions to noncontrolling interests, were $118.7 million for the third quarter. The Company’s ratio of total debt at the end of the third quarter of 2015 to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.4. Guidance AmSurg today has raised its financial and operating guidance for 2015 and established its financial guidance for the fourth quarter of the year. The Company’s guidance is as follows: Revenues in a range of $2.52 billion to $2.54 billion, up from a range of $2.50 billion to $2.52 billion; A same-center revenue increase of 4% to 5% for Ambulatory Services, compared with the prior range of 3% to 4%; affirms guidance for same-contract revenue growth of 8% to 10% in Physician Services; Adjusted EBITDA of $486 million to $490 million, up from a range of $474 million to $480 million; Adjusted EPS in a range of $3.66 to $3.69, up from a range of $3.52 to $3.59; and For the fourth quarter of 2015, adjusted EPS in a range of $1.03 to $1.06. Non-GAAP Adjusted EBITDA guidance for the full year of 2015 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the fourth quarter and full year of 2015 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release Tuesday, November 3, 2015, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the fourth quarter and full year of 2015. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2015, AmSurg owned and operated 253 ASCs and one surgical hospital in 34 states and provided physician services to more than 360 healthcare facilities in 27 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) September 30, September 30, Statement of Operations Data: common shareholders AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued (Dollars in thousands) Operating Data- Ambulatory Services: September 30, September 30, Operating Data- Physician Services: Three MonthsEndedSeptember 30, 2015 Nine MonthsEndedSeptember 30,2015 Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Balance Sheet Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Proposes Merger with TeamHealth to Create the Market Leader in Physician Services
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2015-10-20 07:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced a proposal to combine with Team Health Holdings, Inc. (NYSE: TMH) in a stock-and-cash merger at a fixed exchange ratio of 0.768x AmSurg shares per TeamHealth share, which will result in pro forma 50/50 ownership of the combined company. TeamHealth shareholders also will receive cash consideration of $11.49 per share. The proposal has a total current value of $71.47 per TeamHealth share, or a total enterprise value of $7.8 billion, based on AmSurg’s closing stock price yesterday. This represents a current premium of 36% to TeamHealth shareholders. Christopher A. Holden, President and Chief Executive Officer of AmSurg, said, “Our proposed combination will be transformational for both AmSurg and TeamHealth shareholders as well as for the physician services sector as a whole. TeamHealth shareholders will receive immediate cash value equivalent to 22% of its market capitalization, and share equally in our combined company’s upside. The combined company will have significantly enhanced free cash flow, expanded opportunities to accelerate growth, an attractive risk profile, $200 million to $290 million in annual synergies, and the ability to rapidly de-leverage. Comprising a network of more than 1,200 healthcare facilities and approximately 20,000 clinicians, AmSurg and TeamHealth together will become the most comprehensive provider of outsourced clinical services to health systems, and will create a platform for unprecedented growth in the sector. Together, we will hold leading positions in several industry verticals: ambulatory surgery, anesthesia, emergency services, hospitalists, radiology and neonatology.” “This combination will be a true partnership that will integrate our industry-leading physician sub-specialties and expand and deepen the combined company’s health system relationships, instantly creating an extensive national geographic footprint,” said Mr. Holden. “Our combined scale and comprehensive service portfolio, coupled with a shared commitment to quality and coordination of care and maintaining close physician relationships, will have tremendous benefits for our health system clients, payers, physicians, and the employees of both companies.” Mr. Holden added, “We believe AmSurg’s successful acquisition and integration of Sheridan can serve as a roadmap for the partnership with TeamHealth. The financial performance of AmSurg since closing that transaction has exceeded our initial public guidance on every metric. Engaging now also gives us the opportunity to further enhance shareholder value by optimizing the financing of the AmSurg/TeamHealth and TeamHealth/IPC transactions and could decrease aggregate financing expense by $100 million to $150 million. We believe strongly in this combination and hope TeamHealth’s Board will engage with us promptly to reach an agreed transaction.” Under the terms of the proposed merger, the combined company would assume the TeamHealth name, and TeamHealth would continue to operate out of its headquarters. The Board of Directors will include representatives from AmSurg and TeamHealth. Mr. Holden will be Chief Executive Officer and will lead a management team comprised of senior leaders from both organizations. The AmSurg and Sheridan operations will retain their brands. Guggenheim Securities and J.P. Morgan Securities LLC are acting as financial advisors and Bass, Berry & Sims PLC is acting as legal counsel to AmSurg in connection with the proposed transaction. Representatives of AmSurg met with representatives of TeamHealth to discuss the proposed merger in September 2015. Below is the text of a letter that was sent on October 12, 2015 to Lynn Massengale, Chairman of TeamHealth, regarding the proposed merger: October 12, 2015 Board of DirectorsTeam Health Holdings, Inc.265 Brookview Centre Way, Ste. 400Knoxville, TN 37919c/o Lynn Massingale, Chairman Dear Members of the Board: We appreciated the opportunity to meet with Dr. Lynn Massingale on September 30, 2015, to discuss our bold vision for the potential combination of our two companies. Dr. Massingale characterized our presentation as both “thoughtful and thought-filled.” We left the meeting optimistic that our proposal would be given robust consideration with adequate resources and expertise. Instead, we are disappointed to learn that you chose not to engage with us based on what appears to be a very cursory analysis of our specific proposal and key deal terms. Our goal here is to ask you to reconsider your position with full appreciation of solutions available to address your immediate concerns. We are mindful that TeamHealth is nearing the completion of its acquisition of IPC. We recognize that your initial reaction to our proposal reflects caution and conservatism flowing from that pending transaction. While we appreciate that timing is a reasonable issue here, the question is not “why now?” but rather “why wait?”. We want to reiterate that we are fully supportive of that transaction, and the combination of AmSurg and TeamHealth would not prevent or delay its closing but in fact, further ensure its success. We have every confidence in TeamHealth’s ability to integrate IPC. More importantly, as I relayed to Dr. Massingale and Mike Snow, we believe we have solutions and specific integration experience and success that more than adequately address your short term fears and concerns. We also believe you have access to the resources and experts necessary to simultaneously vet this proposal. The magnitude of this opportunity far outweighs any manageable integration risk. In addition, if you were not to engage with us now in a collaborative way, it could possibly sub-optimize the capital structure of a combination with AmSurg in the future - or worse - result in the loss of this opportunity completely. This is a bold vision that requires bold leadership from both Boards. Now is the time. We believe our vision is catalytic and transformational, not only for our respective companies, but also to the physician services sector. Our specific proposal reflects that as well. We’re in it together 50-50 and neither one of us is truly “selling.” We view it as a true partnership with a shared vision and the opportunity for our shareholders to participate equally in the value created. We are confident that TeamHealth is the ideal partner with industry leading physician sub-specialties and deep health system relationships that complement ours. We share the same strong and differentiating commitment to quality of care and cultural commitment to working with physicians. We have a unique opportunity to give physicians a meaningful voice in the consolidation of healthcare. Together, we would embark on a strategy to build the most comprehensive provider of outsourced clinical services. We would also be better positioned for the future and to be the trusted partner to health systems and payers in coordinating care and reducing cost across the healthcare system. Ultimately, we believe our health system clients, payers and physicians will be highly supportive of our combination as they share the same vision we do. The combination of TeamHealth and AmSurg is compelling strategically and financially, and our Board of Directors and management team are committed to working with you to pursue a merger of our two companies. As you know, we have fully integrated the Sheridan acquisition successfully. The financial performance of AmSurg since closing has exceeded our initial public guidance on every major metric. Additionally, we have achieved these results without disruption to the organizations of either legacy company. We believe that experience, along with the overall size and diversification of our combined companies, can add tremendous value to the IPC integration and help de-risk the execution to TeamHealth shareholders. Engaging now also gives us the opportunity to further enhance shareholder value by optimizing the financing packages for the AmSurg/TeamHealth and TeamHealth/IPC transactions to minimize unnecessary, but meaningful transaction and financing expenses of more than $100mm. By leveraging these financing synergies, the combined company is better positioned for growth and infrastructure investments. In order to reduce potential breakage costs for debt incurred by TeamHealth to finance the IPC Acquisition (which would likely need to be refinanced in the event of an AmSurg/TeamHealth business combination) and to avoid potential disclosure issues regarding negotiations for an AmSurg/TeamHealth business combination in connection with marketing the new TeamHealth debt, we have engaged in discussions with J. P. Morgan Securities LLC about arranging replacement debt financing for TeamHealth and J.P. Morgan has issued to us a “highly confident letter” which is attached as Exhibit A hereto. J.P. Morgan is prepared to discuss with you and any of your other potential financing sources replacement financing on the terms described in the highly confident letter. We have spent significant time exploring the merits of this potential transaction. We analyzed the relative growth prospects and valuation of the two companies – as well as incremental benefits of combination – and this analysis has solidified our view that AmSurg and TeamHealth are ideal partners. Our Board of Directors is fully supportive of this proposal. We are also very confident that our respective shareholders will be highly supportive of a merger as outlined in this letter—particularly given the substantial shareholder overlap between our two companies. Taking all of these factors into account, we are proposing a merger that reflects our respective strategic and financial contributions to create the best in class provider of outsourced clinical services. 1. Merger Terms: A stock-for-stock merger at an exchange ratio of 0.768x, which implies a pro forma ownership split of 50%/50% and which would enable both companies’ shareholders to share in the upside of the combined business as equal partners. Additionally, TeamHealth shareholders would receive cash consideration equal to $11.49 per share, which is approximately 22% of TeamHealth’s current market capitalization. This proposal implies a current value of $74.85 per share and a premium of 42% based on closing prices on Oct. 9, 2015. While we recognize the equity markets have been turbulent, we believe this offer, at a value greater than TeamHealth’s all-time high, represents a compelling opportunity for all of our shareholders. Further, though TeamHealth has experienced a recent decline in its share price—even since our face to face meeting on September 30th — we are proposing the same economic terms we proposed in that meeting. Simply put, this proposal is in no way intended to be “opportunistic” relative to short-term stock price movements. At the average of current peer trading multiples and with $200mm of pro forma synergies (which includes the announced $60mm of TeamHealth/IPC synergies), we believe this proposal would result in total value per share to TeamHealth’s shareholders of approximately $83.00 (a premium of approximately 57% to TeamHealth’s current)—well in excess of the “headline” price. This structure provides your shareholders liquidity and certainty for a significant portion of their current holdings in TeamHealth, while preserving equal participation in the future upside of the combined company. 2. Strategic Rationale & Key Drivers of Value Pursuing a combination now creates substantial opportunities for combined company Control the combined company’s position in a consolidating industry Enhance synergies from the IPC deal with synergies from an AmSurg/TeamHealth combination Reduce risks of standalone IPC integration with AmSurg’s integration experience from Sheridan Control the combined company’s position in a consolidating industry Enhance synergies from the IPC deal with synergies from an AmSurg/TeamHealth combination Reduce risks of standalone IPC integration with AmSurg’s integration experience from Sheridan Most comprehensive provider of outsourced physician services to health systems Largest national provider of outsourced physician services Industry leading physician sub-specialties across the continuum of care (surgical to medical home) Provide the most robust suite of integrated system solutions to healthcare systems Best positioned to capitalize on trend towards more comprehensive health system relationships Largest national provider of outsourced physician services Industry leading physician sub-specialties across the continuum of care (surgical to medical home) Provide the most robust suite of integrated system solutions to healthcare systems Best positioned to capitalize on trend towards more comprehensive health system relationships Powerful combination with new and expanded opportunities to accelerate growth Breadth and depth of services accelerates cross-sell and new contract wins Broader geographic presence and greater scope of care expands universe of acquisition candidates Move to a “solutions” provider to health systems creates opportunities to expand into new areas Enhance relationships with health insurers in the midst of increasing consolidation Breadth and depth of services accelerates cross-sell and new contract wins Broader geographic presence and greater scope of care expands universe of acquisition candidates Move to a “solutions” provider to health systems creates opportunities to expand into new areas Enhance relationships with health insurers in the midst of increasing consolidation Aligned with the future: Best positioned to enable providers transition to value based care Network of over 1,600 hospitals and employ ~20,000 physicians Best positioned to coordinate care and reduce costs to the healthcare system Best partner to help navigate new payment models and provider risk-sharing At the forefront of key fee for value initiatives such as Bundled Payments for Care Initiatives Becomes an “enabling provider” with services delivered across the continuum of care Capabilities to manage patients from hospital to home Value of the hospitalist as care coordinator will only increase Network of over 1,600 hospitals and employ ~20,000 physicians Best positioned to coordinate care and reduce costs to the healthcare system Best partner to help navigate new payment models and provider risk-sharing At the forefront of key fee for value initiatives such as Bundled Payments for Care Initiatives Becomes an “enabling provider” with services delivered across the continuum of care Capabilities to manage patients from hospital to home Value of the hospitalist as care coordinator will only increase Potential to significantly enhance shareholder value with both sides equally sharing in upside Highly compelling strategically New and expanded opportunities accelerating growth Significantly enhanced free cash flow to support future growth Highly attractive risk profile with diversified business offerings Meaningfully accretive to earnings with significant synergies: $200mm+ Highly compelling strategically New and expanded opportunities accelerating growth Significantly enhanced free cash flow to support future growth Highly attractive risk profile with diversified business offerings Meaningfully accretive to earnings with significant synergies: $200mm+ 3. Financing: We do not expect the final terms of a definitive merger agreement to include a financing condition. Our financial advisors, Guggenheim Partners and J.P. Morgan, are highly confident in the ability to finance the proposed combination of AmSurg and TeamHealth, as well as the pending acquisition of IPC (attached as Exhibits A & B). We are eager to work with you to refine the appropriate capital structure for the combined company. 4. Due Diligence: Our proposal is based solely on publicly available information and our own internal management estimates. We appreciate that each party will need to perform due diligence to better appreciate the opportunities and risks of the other and form a view on the potential of the combined business (mutual due diligence). We look forward to working together to develop a due diligence plan that minimizes any disruption to either business and that will not disrupt or delay the pending acquisition of IPC. We are prepared to immediately assign appropriate resources to the due diligence effort and to begin negotiating definitive agreements during the due diligence period. We are confident in our respective abilities to sign definitive agreements within 30 days following the commencement of due diligence. 5. Conditions and Approvals: While the terms of any potential transaction would be set forth in the definitive agreements, we would expect the merger to be subject to customary conditions, including a shareholder vote at both companies as well as obtaining required regulatory approvals. 6. Contract Terms: We would expect that any definitive agreement would contain representations, warranties and covenants, including with respect to deal protections, customary for transactions of this type. This letter is not intended to create or constitute any legally binding obligation, liability or commitment by us regarding a transaction or any other matter. There will be no legally binding agreement between us regarding a transaction unless and until a definitive agreement is executed. It is the right time to put our companies together to create maximum, long-term value for shareholders of TeamHealth and AmSurg. We are all well aware of the consolidation that is reshaping the broader healthcare landscape and share the belief that we are at the precipice of consolidation in our sector as well. We are also aware that the combination we propose in this letter is not your only strategic option, nor is it ours. Having said that, we believe it is the right combination for both companies. Moving expeditiously and deliberately would enable us to proactively shape our shared role in this rapidly consolidating environment. We are very excited by the prospect of combining our two businesses and believe, if presented for consideration, the combination will be extremely attractive to and compelling for the shareholders of both AmSurg and TeamHealth. It is our strong desire to engage with you directly in a constructive transaction dialogue. We believe time is of the essence and the first mover advantage will drive significant incremental value. We look forward to moving expeditiously toward a successful transaction. Please feel free to contact me with any questions or concerns. I look forward to your response. Yours truly, Christopher A. HoldenPresident and Chief Executive Officer Conference Call, Webcast, Investor Presentation AmSurg Corp. will hold a conference call Tuesday, October 20, 2015, at 8:30 a.m. eastern time. The dial-in number is (719) 325-2356, pass code 7964659. Presentation materials related to the conference call will be available on the Company’s web site, www.amsurg.com, by following the link to Investors. A telephonic replay of the conference call will be available through midnight on October 26, 2015, by dialing (719) 457-0820 and entering pass code 7964659. Investors will also have the opportunity to listen to the conference call over the Internet by going to the Company’s web site and following the link to Investors at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. About AmSurg Corp. AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of June 30, 2015, AmSurg owned and operated 250 ASCs in 34 states and provided physician services to more than 350 healthcare facilities in 27 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding AmSurg’s proposed business combination transaction with TeamHealth (including financing of the proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding AmSurg’s (and AmSurg’s and TeamHealth’s combined) expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” and other similar expressions. Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items, and service line growth of AmSurg (and the combined businesses of AmSurg and TeamHealth), together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of AmSurg based upon currently available information. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from AmSurg’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which AmSurg is unable to predict or control, that may cause AmSurg’s actual results, performance or plans with respect to TeamHealth, to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in AmSurg’s filings with the Securities and Exchange Commission (the “SEC”). Risks and uncertainties related to the proposed transaction with TeamHealth include, but are not limited to, uncertainty as to whether AmSurg will further pursue, enter into or consummate the transaction on the terms set forth in the proposal or on other terms, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, uncertainties as to the timing of the transaction, adverse effects on AmSurg’s stock price resulting from the announcement or consummation of the transaction or any failure to complete the transaction, competitive responses to the announcement or consummation of the transaction, the risk that regulatory, licensure or other approvals and financing required for the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the integration of TeamHealth’s businesses and operations with AmSurg’s businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, unexpected costs, liabilities, charges or expenses resulting from the transaction, litigation relating to the transaction, the inability to retain key personnel, and any changes in general economic and/or industry specific conditions. In addition to the factors set forth above, other factors that may affect AmSurg’s plans, results or stock price including, but not limited to, the following risks: AmSurg may face challenges managing its physician services division as a new business and may not realize anticipated benefits; AmSurg may become subject to investigations by federal and state entities and unpredictable impacts of the Health Reform Law; AmSurg may not be able to successfully maintain effective internal controls over financial reporting; AmSurg may not be able to implement its business strategy, manage the growth in its business, and integrate acquired businesses; AmSurg’s substantial indebtedness and restrictions in its debt instruments could adversely affect its business or its ability to implement its growth strategy, or limit its ability to react to changes in the economy or its industry; AmSurg may not generate sufficient cash to service its indebtedness; regulatory changes may obligate AmSurg to buy out interests of physicians who are minority owners of its surgery centers; AmSurg may not be able to successfully maintain its information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; AmSurg may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; AmSurg may be required to write-off a portion of its intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as AmSurg’s costs increase; there may be adverse developments affecting the medical practices of AmSurg’s physician partners; AmSurg may not be able to maintain favorable relations with its physician partners; AmSurg may not be able to grow its ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at its existing surgery centers; AmSurg may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond AmSurg’s control may affect its business; AmSurg may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of AmSurg’s physician services revenues; AmSurg’s physician services contracts may be cancelled or not renewed or AmSurg may not be able to enter into additional contracts under terms acceptable to it; reimbursement rates, revenue and profit margin under AmSurg’s fee-for-service physician services payor contracts may decrease; AmSurg may not be able to timely or accurately bill its services; AmSurg may not be able to enroll its physician services providers in the Medicare and Medicaid programs on a timely basis; AmSurg’s strategic partnerships with healthcare providers may not be successful; AmSurg may not be able to successfully recruit and retain physicians, nurses and other clinical providers; AmSurg may not be able to accurately assess the costs it will incur under new contracts; AmSurg’s margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; AmSurg may not be able to enforce non-compete agreements with its physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where AmSurg operates; legislative or regulatory action may make AmSurg’s captive insurance company arrangement less feasible or otherwise reduce its profitability; AmSurg’s reserves with respect to its losses covered under its insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. Additional Information This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. Subject to future developments, AmSurg may file a registration statement and/or tender offer documents with the SEC in connection with a possible business combination transaction with TeamHealth. AmSurg and TeamHealth shareholders should read those filings, and any other filings made by AmSurg with the SEC in connection with a possible business combination, if any, as they will contain important information. Those documents, if and when filed, as well as AmSurg’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at AmSurg’s website at www.amsurg.com.

AmSurg Reports Second-Quarter Adjusted Diluted EPS of $0.97 and Diluted EPS of $0.65
businesswire.com
2015-08-04 16:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the second quarter ended June 30, 2015. The Company’s results for the quarter included: Net revenues of $642.0 million, an increase of 131% from the second quarter of 2014; Net earnings from continuing operations attributable to AmSurg common shareholders of $31.4 million. Adjusted net earnings of $49.9 million increased 131% from the second quarter of 2014; Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders of $0.65 and adjusted net earnings per diluted share of $0.97, up 45% on 59% higher diluted shares outstanding; and Adjusted EBITDA of $128.0 million, a 148% increase from the second quarter of 2014. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AmSurg produced strong growth for the second quarter, which significantly exceeded our expectations,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “Our performance was driven by successful execution of our organic growth and acquisition strategies in both our Ambulatory and Physicians Services businesses. The combination of AmSurg and Sheridan continues to be catalytic for both operating divisions. “For the second quarter of 2015, Ambulatory Services produced same-center revenue growth of 5.1%, driven by improved reimbursement, case mix and increased volumes. Physician Services produced same-contract revenue growth of 14.3%. Volumes continued to strengthen over prior-year trends, contributing 3.8% to this revenue growth and led primarily by neonatology and radiology encounters. Revenue per encounter increased 10.5% for the quarter, reflecting the continued growth in Florida exchange revenues, increased acuity, annual increases in contracted rates and higher reimbursement trends at several prior-year platform acquisitions. Our organic growth drove improved margins for the quarter and supports the increase in our financial guidance for the full year. “During the second quarter, we purchased two ambulatory surgery centers (ASCs) and an anesthesia practice. Subsequent to the quarter end, we acquired a multi-specialty ASC and the previously announced acquisition of Coastal Anesthesiology Consultants. In addition, we are pleased to announce the acquisition of Bay Area Anesthesia, LLC, which delivers both inpatient and outpatient anesthesia services at seven healthcare facilities in the Tampa market, including three locations affiliated with BayCare Health System and two ASCs that are owned jointly by AmSurg and BayCare Health System. With these transactions, we have exceeded our 2015 capital expenditure target of $200 million for acquisitions. We remain well positioned to act on additional acquisition opportunities across both operating divisions in 2015, and as indicated by our recent transactions, we have a robust pipeline of potential opportunities.” Ambulatory Services Net revenues for Ambulatory Services grew 12% to $311.0 million for the second quarter of 2015 from $278.2 million for the second quarter of 2014. Same-center revenue rose 5.1% for second quarter of 2015 compared with the second quarter of 2014, comprised of a 1.3% increase in procedures and a 3.8% increase in net revenue per procedure. Adjusted EBITDA was $60.3 million for the second quarter of 2015, a 17% increase from $51.6 million for the second quarter of 2014, while adjusted EBITDA margin increased 80 basis points to 19.4% from 18.6%. Ambulatory Services acquired two ASCs during the second quarter and ended the quarter with 250 centers. Ambulatory Services had six centers under letter of intent at the end of the second quarter, one of which has already been acquired in the third quarter. There were also two centers under development at the end of the second quarter, one of which is expected to open in late 2015. Physician Services For the second quarter of 2015, net revenues for Physician Services were $331.0 million. Adjusted EBITDA was $67.7 million for the quarter, and adjusted EBITDA margin was 20.4%. Comparable-quarter revenue growth for Physician Services was 24.3%, of which 10.9% was from same-contract revenues, 1.6% from net new contract revenues and 11.8% from acquisition revenues. Same-contract growth in net revenues totaled 14.3% for the second quarter of 2015, comprised of a 3.8% increase in patient encounters and a 10.5% increase in net revenue per patient encounter. Physician Services completed the acquisition of one anesthesiology practice during the second quarter and has acquired two additional anesthesiology practices since the end of the quarter. Liquidity AmSurg had cash and cash equivalents of $126.3 million at the end of the second quarter and availability of $300 million under its revolving credit facility. Net cash flows from operations, less distributions to noncontrolling interests, were $98.7 million for the second quarter. The Company’s ratio of total debt at the end of the second quarter of 2015 to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.7. Guidance AmSurg today has raised its financial and operating guidance for 2015 and established its financial guidance for the third quarter of the year. The Company’s guidance for adjusted net earnings per diluted share from continuing operations attributable to common shareholders (“Adjusted EPS”) excludes transaction and severance costs related to acquisitions, acquisition-related amortization expense, gains and losses on deconsolidations, share-based compensation expense and changes in contingent purchase price consideration. The Company’s guidance is as follows: Revenues in a range of $2.50 billion to $2.52 billion, up from a range of $2.46 billion to $2.49 billion; Same-center revenue increase of 3% to 4% for Ambulatory Services, compared with the prior range of 2% to 3%; same-contract revenue growth of 8% to 10% in Physician Services, up from a range of 6% to 8%; Adjusted EBITDA of $474 million to $480 million, up from a range of $454 million to $460 million; Adjusted EPS in a range of $3.52 to $3.59, up from a range of $3.31 to $3.39; and For the third quarter of 2015, adjusted EPS in a range of $0.92 to $0.95. The information contained in the preceding paragraphs, including information regarding the Company’s financial results for future periods, is forward-looking information. Forward-looking information involves known and unknown risks and uncertainties as described below. There can be no assurance that AmSurg will attain the financial targets set forth in this press release. The Company’s actual results and performance could differ materially from those expressed or implied by the forward-looking information contained in this press release. Non-GAAP adjusted earnings per share guidance for the second quarter and full year of 2015 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon, the exact amount of which are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release Tuesday, August 4, 2015, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Health Reform Law; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of June 30, 2015, AmSurg owned and operated 250 ASCs in 34 states and provided physician services to more than 350 healthcare facilities in 27 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) June 30, June 30, Statement of Earnings Data: Less net earnings attributable to noncontrolling interests Net earnings attributable to AmSurg Corp. common shareholders Basic earnings per share attributable to AmSurg Corp. common shareholders: Diluted earnings per share attributable to AmSurg Corp. common shareholders: AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) June 30, June 30, See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued (Dollars in thousands) Operating Data- Ambulatory Services: Three Months Ended June 30, Six Months EndedJune 30, 2014 2015 $ 2,309 0.9 % 4.4 % Operating Data- Physician Services: Three MonthsEndedJune 30, 2015 Six MonthsEndedJune 30, 2015 AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) 2015 2014 Balance Sheet Data: Preferred stock, no par value, 5,000 shares authorized, 1,725 shares issued and outstanding Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) June 30, June 30, Statement of Cash Flow Data: Adjustments to reconcile net earnings to net cash flows provided by operating activities: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Corp. Sets Earnings Release and Conference Call Dates for First Quarter 2015 Results
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2015-04-10 11:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its first quarter 2015 financial results on Tuesday, May 5, 2015, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Wednesday, May 6, 2015. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. operates an Ambulatory Services business that acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. AmSurg also operates a Physician Services business, Sheridan, that provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of December 31, 2014, AmSurg owned and operated 246 ASCs in 34 states and provides physician services in 24 states, employing more than 2,800 physicians and other healthcare professionals.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Fourth Quarter and Year-End 2014 Results
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2015-01-28 11:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its fourth quarter and year-end 2014 financial results on Wednesday, February 25, 2015, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Thursday, February 26, 2015. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. operates an Ambulatory Services business that acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. AmSurg also operates a Physician Services business, Sheridan, that provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2014, AmSurg owned and operated 243 ASCs in 34 states and provides physician services in 25 states, employing more than 2,600 physicians and other healthcare professionals.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Third Quarter 2014 Results
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2014-10-07 11:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its third quarter 2014 financial results on Tuesday, November 4, 2014, after the market closes. The Company will also host a conference call at 5:00 p.m. Eastern Time the same day. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. and provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. AmSurg owns and operates 243 ASCs in 34 states and provides physician services in 25 states, employing more than 2,600 physicians and other healthcare professionals.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Second Quarter 2014 Results
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2014-07-03 11:36:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its second quarter 2014 financial results on Thursday, July 31, 2014, after the market closes. The Company will also host a conference call the same day at 5:00 p.m. Eastern Time. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. As of March 31, 2014, AmSurg owned and operated 242 centers.

AMSURG Corp. to Acquire Sheridan Healthcare in Transformational Transaction Valued at $2.35 Billion
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2014-05-29 06:00:00NASHVILLE, Tenn. & SUNRISE, Fla.--(BUSINESS WIRE)--AMSURG Corp. (NASDAQ:AMSG) and Sheridan Healthcare, a portfolio company of Hellman & Friedman, LLC, today announced that their respective Boards of Directors have unanimously approved a definitive agreement under which AMSURG will acquire Sheridan Healthcare in a cash and stock transaction valued at approximately $2.35 billion. The transaction, which is subject to customary closing conditions and regulatory approvals, is expected to close in the third quarter of 2014. AMSURG and Sheridan expect the combination to create a unique business model that will better meet critical needs for physicians, health systems, communities and payers. Sheridan Healthcare, a leading national provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers (ASCs) and other healthcare facilities, is the country’s number one provider of anesthesiology services and the number two provider of children’s services, with strong operations in radiology and emergency medicine services as well. The combined company will have a total addressable market of approximately $70 billion and will encompass more than 4,600 physician relationships across 38 states. “We are excited to announce this transformative combination with Sheridan Healthcare,” said Christopher A. Holden, President and Chief Executive Officer of AMSURG Corp. “With the addition of Sheridan, we will be significantly diversified and differentiated - holding leadership positions in outsourced physician services for anesthesia, children’s services, emergency medicine services and radiology while retaining our standing as a leading owner of freestanding ambulatory surgery centers. This will be a combination unlike any other in the marketplace today. The breadth of our value-added services will position us to compete for new outsourced physician contracts, health system partnerships and payer relationships. It will allow us to collaborate with our ASC physician partners to pursue the efficient and natural integration of surgery with anesthesia. It also bolsters our internal competencies thereby improving our response to emerging market trends that touch physician engagement models, payment model reform and new care delivery innovation.” Mr. Holden continued, “AMSURG has a long track record of evolving its business to meet the changing demands of the healthcare industry, and we believe this represents a natural next step. Ultimately, the combination brings together two best in class organizations with tenured management teams, a shared commitment to physician-centric cultures and proven track records for high quality services and patient satisfaction. We believe this represents a compelling opportunity to drive growth in our existing markets and to create an even more robust development pipeline across all service lines. The attractive economic fundamentals support a strong financial profile that will allow the combined company to continue to invest in new growth following completion of the transaction. We look forward to joining forces with Sheridan’s talented physicians and employees to achieve continued success through this combination.” Sheridan’s CEO John Carlyle stated, “Today’s announcement represents a major strategic milestone for Sheridan and underscores our commitment to supporting the evolving needs of our customers, healthcare providers and their patients. As part of AMSURG, Sheridan will have enhanced relevance in its existing markets and expanded opportunities in important new markets in more states. We will also gain entry into additional health systems where we can add value to our clients’ strategic objectives. Together, we will be able to leverage the respective reputations, physician networks and strong relationships of both companies to meet the critical needs for health systems, healthcare providers, payers and communities as a whole.” Mr. Carlyle added, “We appreciate Hellman & Friedman’s strong partnership and value their continued support as we join with AMSURG. We look forward to a seamless integration for all of our stakeholders.” Allen R. Thorpe, a Managing Director at Hellman & Friedman, added, “We are proud to have been part of Sheridan’s successful growth and transformation over the last seven years, and we look forward to the promising union of AMSURG and Sheridan. As an ongoing significant shareholder of the combined company, we are confident in the growth and expansion prospects of the new AMSURG and the opportunities we see for continued equity value creation.” Strategic Benefits of the combination include: Expands AMSURG into a highly complementary adjacency and creates significant business, geographic and payer diversity; Creates a differentiated leadership position in large, growing and fragmented markets; Broadens engagement opportunities with physicians, health systems and payers; Creates opportunities for collaboration and the natural vertical integration of anesthesia within the existing ASC portfolio; Enhances competencies to address innovation and change in healthcare; and Significantly expands new development opportunities. Financial Benefits of the combination include: Enhances and diversifies AMSURG’s growth profile and significantly accelerates organic growth; Immediately and significantly accretive to Adjusted EPS (approximately 15% accretive in 2015); and Robust free cash flow to support future growth and deleveraging capability. Financing The transaction is valued at $2.35 billion and will be funded via fully committed financing from Citi and the expected issuance to Sheridan’s equity holders of AMSURG equity currently valued at approximately $615 million. At its option, AMSURG may replace a substantial portion of the equity consideration that would be issued to Sheridan’s equity holders with cash by accessing the equity or equity-linked markets between signing and closing. Total shares delivered to sellers at closing will be dependent on the performance of AMSURG shares ahead of the transaction closing. Approvals and Time to Closing The transaction is expected to close in the third quarter of 2014 and is subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as other customary closing conditions. Advisors Citi is serving as financial advisor to AMSURG and Bass, Berry & Sims PLC is providing legal counsel. Barclays, Credit Suisse and Goldman, Sachs & Co. are serving as financial advisors to Sheridan and Simpson Thacher & Bartlett LLP is providing legal counsel. Conference Call and Webcast AMSURG will hold a conference call today, May 29, 2014, at 8:00 a.m. Eastern time. The conference call-in number is (866) 610-1072 (toll-free U.S.) or (973) 935-2840 (international) and the passcode is 51023068. Investors will also have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and continue for 30 days and can be accessed on AMSURG's website or by calling (800) 585-8367 and using the passcode 51023068. An investor presentation discussing the proposed transaction will be available under the investors section www.amsurg.com. About AMSURG Corp. AMSURG Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At March 31, 2014, AMSURG owned and operated 242 centers. About Sheridan Healthcare Sheridan Healthcare Inc. is a leading provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers and other healthcare facilities, primarily in the areas of anesthesiology, children’s services emergency medicine, and radiology. Sheridan, its subsidiaries and affiliates currently operate in 25 states and employ more than 2,400 physicians and other healthcare professionals. Sheridan’s anesthesiology division, established in 1953, is the leading anesthesia services provider in the country. In addition to the physician and allied health services, Sheridan also provides support, training and management in non-clinical areas. Sheridan is recognized by the National Committee for Quality Assurance as a certified physician organization. About Hellman & Friedman Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed over $25 billion of committed capital. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including healthcare, software, internet, digital & traditional media, business, marketing & information services, financial services, insurance, and energy & industrials. For more information on H&F, please visit www.hf.com. Forward-Looking Statements This press release contains forward-looking statements with respect to the combination of AMSURG and Sheridan; the expected impact on AMSURG’s revenue, EBITDA and Adjusted EPS Growth; the expectation that the acquisition will be immediately accretive to AMSURG’s Adjusted EPS, EBITDA and cash flow; and expectations regarding expanded market opportunities, size and growth, market and industry trends, and general business outlook. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. When used in this press release, the words “will,” “expected,” “anticipated,” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including, but not limited to, the inability to achieve anticipated synergies, cost reductions or operating efficiencies without unduly disrupting business operations; unexpected costs associated with, or inability to complete, integration activities in a timely manner; the possibility that key personnel of Sheridan may not be retained by AMSURG; responses from competitors, patients and partners; the Company’s ability to maintain favorable relations with the Company’s physician partners; uncertainties regarding the timing of the closing of the transaction; the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the business combination; the risk of becoming subject to federal and state investigation; general economic and business conditions; and other risk factors described in AMSURG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AMSURG disclaims any intent or obligation to update these forward-looking statements.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for First Quarter 2014 Results
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2014-04-01 12:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its first quarter 2014 financial results on Tuesday, April 22, 2014, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Wednesday, April 23, 2014. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At December 31, 2013, AmSurg owned and operated 242 centers.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Fourth Quarter 2013 Results
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2014-01-28 12:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its fourth quarter and year-end 2013 financial results on Tuesday, February 25, 2014, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Wednesday, February 26, 2014. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At September 30, 2013, AmSurg owned and operated 243 centers.
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AMSURG Reports Third-Quarter Diluted EPS of $0.69 and Adjusted Diluted EPS of $1.13
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2016-11-01 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AMSURG Corp. (NASDAQ: AMSG) today announced financial results for the third quarter and nine months ended September 30, 2016. The Company’s results for the quarter, compared with the third quarter of 2015, included: Net revenues of $822.2 million, up 26% from $650.2 million for the third quarter of 2015; Net earnings attributable to AMSURG common shareholders of $37.7 million, a decline of 7%, and $0.69 per diluted share, a decline of 17%, primarily due to transaction costs related to AMSURG’s proposed merger with Envision Healthcare and to AMSURG’s deconsolidation activities; An increase of 22% in adjusted net earnings to $64.9 million; A 10% increase in adjusted net earnings per diluted share to $1.13, on a 12% increase in diluted shares outstanding, if converted, primarily due the Company’s December 2015 public offering of common stock; and Adjusted EBITDA of $153.0 million, an increase of 15%. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AMSURG produced strong revenue growth for the third quarter of 2016, increasing more than 20% before the impact of consolidating a Physician Services joint venture,” commented Christopher A. Holden, President and Chief Executive Officer of AMSURG. “This revenue growth primarily resulted from the substantial success of our acquisition strategy, which, over the 12 months prior to the end of the third quarter, included the deployment of more than $1 billion of acquisition capital. In addition, third-quarter revenues benefitted from same contract revenue growth of 7.5% in our Physician Services division and 2.3% in our Ambulatory Services division. “We remain on pace to complete our transformative merger with Envision Healthcare. We and Envision have received the required antitrust approvals and scheduled our respective Special Meeting of Shareholders to vote on the merger on November 28, 2016. Subject to Envision and AMSURG shareholder approval and the satisfaction or waiver of other customary closing conditions, we continue to expect to complete the merger by the end of 2016. On completion, this merger will create a national provider of a broad, unique continuum of clinical network solutions, including multiple outsourced physician specialties, such as emergency, hospitalist, anesthesia, radiology and children’s services, as well as solutions for ambulatory surgery, post-acute care and medical transportation. “During the third quarter, Ambulatory Services acquired three ambulatory surgery centers (ASCs), including two multi-specialty centers and one gastroenterology center. Physician Services completed two acquisitions of anesthesia practices. We continue to evaluate additional potential acquisitions in our strong pipeline, including opportunities for Ambulatory Services and across all our Physician Services specialties. In the first nine months of 2016, we deployed over $350 million of capital for acquisitions, which we expect to increase to approximately $400 million for the full year. Ambulatory Services Net revenues for the third quarter of 2016 were $314.6 million, a 1.8% increase from $309.0 million for the third quarter of 2015. While Ambulatory Services operated a total of 260 ASCs at the end of the third quarter of 2016 compared with 253 at the end of the third quarter last year, nine ASCs were deconsolidated during the 12 months ended September 30, 2016, which contributed incremental revenues of $11.4 million for the third quarter of 2015. The 2.3% increase in same center revenues for the third quarter of 2016 compared with the third quarter of 2015 was comprised of a 1.0% increase in procedures and a 1.3% increase in net revenue per procedure. Adjusted EBITDA increased 10.4% for the third quarter to $61.1 million from $55.4 million for the third quarter last year. Ambulatory Services operated 260 ASCs and one surgical hospital at September 30, 2016. In addition to acquiring three ASCs during the quarter, Ambulatory Services disposed of one ASC. The division had two ASCs under letter of intent at the end of the quarter, and one ASC was under development, which is expected to open in the fourth quarter of 2016. Physician Services Net revenues for Physician Services were $507.6 million for the third quarter of 2016, a 48.8% increase from $341.2 million for the third quarter of 2015. This growth reflected the consolidation for accounting purposes of a joint venture into the Physician Services results of operations, due to an expansion of certain powers provided to the officers of the joint venture. This consolidation accounted for $35.0 million of the $166.4 million growth in revenues for the quarter, a portion of the growth in various operating expenses and the decline in equity in earnings of unconsolidated affiliates for the quarter. The consolidation did not affect the dollar amounts of measures of profitability, including operating income, EBITDA and net earnings attributable to AMSURG common shareholders. However, profit margins were impacted by the additional revenue. Adjusted EBITDA was $91.9 million for the quarter, up 18.1% from $77.8 million for the third quarter of 2015, and adjusted EBITDA margin was 18.1% compared with 22.8%, with a significant portion of the margin decline related to the consolidation of the joint venture. The comparable-quarter growth in Physician Services revenues was comprised of an increase of 5.9% in same-contract revenues, 1.0% in net new contract revenues, 31.6% in acquisition revenues and 10.3% in revenues resulting from the consolidation of the joint venture. Same-contract growth in net revenues totaled 7.5% for the third quarter of 2016, which included a 2.9% increase in patient encounters per day and a 4.6% increase in net revenue per patient encounter. Liquidity At September 30, 2016, AMSURG had cash and cash equivalents of $106.1 million and availability of $100 million under its revolving credit facility. Net cash flows from operations, less distributions to noncontrolling interests, were $109.7 million, excluding transaction costs, for the third quarter. The Company’s ratio of total debt at the end of the second quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.2. Guidance AMSURG today increased its 2016 financial guidance for net revenues based on third-quarter results, the outlook for the fourth quarter and the continuing impact of the joint venture consolidation. The Company also provided financial guidance for the fourth quarter of 2016. The Company’s guidance does not include any impact from the completion of the proposed merger with Envision. If the completion of the merger occurs before the end of 2016, actual results of operations for 2016 could differ from this guidance. The Company’s financial and operating guidance is as follows: Revenues of $3.15 billion to $3.17 billion for 2016 compared with $3.05 billion to $3.09 billion previously; A same-center revenue increase of 4% to 5% for Ambulatory Services for 2016, compared with 4% to 6% previously, and same-contract revenue growth of 6% to 8% for Physician Services, compared with 4% to 6% previously; Adjusted EBITDA of $592 million to $598 million for 2016, compared with $592 million to $601 million previously; Adjusted EPS of $4.28 to $4.33 for 2016, compared with $4.28 to $4.35 previously; and For the fourth quarter of 2016, adjusted EPS of $1.23 to $1.28. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the fourth quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AMSURG Corp. will hold a conference call to discuss this release today, November 1, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the fourth quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; there may be governmental or commercial health changes designed to reduce the number of surgical procedures; we may fail to comply with applicable laws and regulations including the federal Anti-Kickback statue and similar state laws; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the attention of management may be diverted by the process of making new acquisitions; the risks associated with our ability to consummate the business combination with Envision and the timing of the closing of the business combination; the ability to successfully integrate our and Envision’s operations and employees; the ability to realize the anticipated benefits and synergies of the business combination with Envision; the potential impact of the announcement of the business combination or consummation of the transaction on relationships, including with our employees, customers and competitors; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; restricted covenants in our indenture documents may restrict our business strategies or could result in an acceleration of our debt; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may fail to effectively manage and implement security measures protecting our information technology systems to protect confidential data; our disaster recovery systems or management continuity plans may be disrupted; we may face shortages or quality control issues of products, equipment, and medical supplies that could adversely affect our operations and profitability; enforcement authorities may conclude that our market share in any particular market is too concentrated or our clients’ commercial payor contract negotiating practices are illegal; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; our physician partners may fail to perform on their pro rata share of any indebtedness or lease agreements; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AMSURG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and Current Report on Form 8-K dated August 4, 2016, each as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AMSURG disclaims any intent or obligation to update these forward-looking statements. About AMSURG AMSURG’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AMSURG’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2016, AMSURG owned and operated 260 ASCs and one surgical hospital in 35 states and the District of Columbia and provided physician services to more than 550 healthcare facilities in 32 states. AMSURG has partnerships with, or employs, over 6,500 physicians and other healthcare professionals in 40 states and the District of Columbia. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) Statement of Earnings Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued Operating Data- Ambulatory Services: 2.3 % 6.6 % Operating Data- Physician Services: _____________________ (1) Includes net revenue growth related to the consolidation of a previously unconsolidated affiliate of 10.3% and 3.7% for the three and nine months ended September 30, 2016, respectively. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Balance Sheet Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures (1) We believe the calculation of adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders provides a better measure of our ongoing performance and provides better comparability to prior periods because it excludes discontinued operations, the gains or loss from deconsolidations, which are non-cash in nature, transaction costs, including associated debt extinguishment costs and deferred financing write-off, and acquisition-related amortization expense, changes in contingent purchase price consideration and share-based compensation expense. Adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders should not be considered as a measure of financial performance under accounting principles generally accepted in the United States, and the items excluded from it is a significant component in understanding and assessing financial performance. Because adjusted net earnings from continuing operations per diluted share attributable to AmSurg Corp. common shareholders is not a measurement determined in accordance with accounting principles generally accepted in the United States and is thus susceptible to varying calculations, it may not be comparable as presented to other similarly titled measures of other companies. For purposes of calculating adjusted earnings per share, we utilize the if-converted method to determine the number of diluted shares outstanding. In periods where utilizing the if-converted method is anti-dilutive, the mandatory convertible preferred stock will not be included in the calculation of diluted shares outstanding. (2) We define Adjusted EBITDA of AmSurg as earnings before interest expense, net, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Adjusted EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA is an analytical indicator used by management and the health care industry to evaluate company performance, allocate resources and measure leverage and debt service capacity. Adjusted EBITDA should not be considered in isolation or as an alternative to net income, cash flows from operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Adjusted EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, Adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Net earnings from continuing operations attributable to AmSurg Corp. common shareholders is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most comparable to Adjusted EBITDA as defined.

AMSURG Announces Second-Quarter Financial Results
businesswire.com
2016-08-02 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AMSURG Corp. (NASDAQ: AMSG) today announced financial results for the second quarter and six months ended June 30, 2016. The Company’s results for the quarter, compared with the second quarter of 2015, included: Net revenues of $758.5 million, up 18% from $642.0 million for the second quarter of 2015; An increase of 39% in net earnings attributable to AMSURG common shareholders to $43.8 million; A 23% increase in net earnings attributable to AMSURG common shareholders to $0.80 per diluted share; An increase of 27% in adjusted net earnings to $63.1 million; 13% growth in adjusted net earnings to $1.10 per diluted share, on a 12% increase in diluted shares outstanding, if converted, primarily due the Company’s December 2015 public offering of common stock; and Adjusted EBITDA of $149.2 million, up 17%. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “We are pleased with AMSURG’s operating and financial performance for the second quarter, highlighted by our significant profitable growth,” commented Christopher A. Holden, President and Chief Executive Officer of AMSURG. “Our net revenues again reflected meaningful organic growth, with a 4.2% increase in same center revenues for our Ambulatory Services division and a 5.5% increase in same contract revenue for our Physician Services division. We also continued to expand and strengthen our market presence for both divisions and positioned AMSURG for future growth through the completion of nine acquisitions during the quarter. Finally, we executed a definitive agreement for a transformative merger with Envision Healthcare. On completion, this merger will create a national provider of a broad continuum of clinical network solutions, including multiple outsourced physician specialties, such as emergency, hospitalist, anesthesia, radiology and children’s services, as well as solutions for ambulatory surgery, post-acute care and medical transportation. We continue to expect to complete the merger by the end of 2016, subject to regulatory approvals, approval by Envision and AMSURG shareholders and the satisfaction or waiver of other customary closing conditions. “During the second quarter, Ambulatory Services acquired four ambulatory surgery centers. Physician Services completed five acquisitions during the second quarter, three of which were closed on June 30, 2016. The Physician Services transactions were comprised of a radiology practice and four anesthesia practices, including a multi-state anesthesia practice focused on serving ASCs. The transactions expanded Physician Services’ presence in existing markets and established the division’s initial presence in Illinois. We continue to evaluate additional potential acquisitions in our strong pipeline, including opportunities for Ambulatory Services and across all our Physician Services specialties. In the first half of 2016, we deployed nearly $300 million of capital for acquisitions, which we expect to increase to approximately $400 million for the full year. Subsequent to the end of the second quarter, Ambulatory Services has completed the acquisition of three additional ASCs. “During the second quarter, the timing of our acquisitions was later than anticipated, which affected the quarter’s revenue and will affect our full-year revenue performance. In addition, our Physician Services new contract signings are on target to meet or exceed our expectations for the year, however, the start dates for these new contracts are later in the year than assumed when preparing our revenue guidance. While the timing of the new contract starts will affect revenue growth for 2016, it will have little impact on net earnings.” Ambulatory Services Net revenues for the second quarter of 2016 were $319.7 million, a 2.8% increase from $311.0 million for the second quarter of 2015. The growth in net revenue was impacted by the deconsolidation of nine ASCs during the 12 months ended June 30, 2016, which contributed incremental revenues of $18.4 million for the second quarter of 2015. The 4.2% increase in same center revenues for the second quarter of 2016 compared with the second quarter of 2015 was comprised of a 3.3% increase in procedures and a 0.9% increase in net revenue per procedure. Adjusted EBITDA was $61.7 million for the second quarter, up 2.4% from $60.3 million for the second quarter last year. Ambulatory Services operated 258 ASCs and one surgical hospital at June 30, 2016. In addition to acquiring four ASCs during the quarter, Ambulatory Services disposed of two ASCs and deconsolidated one ASC, which was contributed to a new joint venture with a hospital. The division had four ASCs under letter of intent at the end of the second quarter of 2016, three of which have now been purchased, and one ASC was under development, which is expected to open in the third quarter of 2016. Physician Services Net revenues for Physician Services increased 33% to $438.8 million from $331.0 million for the second quarter of 2015. Adjusted EBITDA was $87.5 million for the quarter, up 29% from $67.7 million for the second quarter of 2015, and adjusted EBITDA margin was 19.9% compared with 20.4%. The comparable-quarter growth in Physician Services revenues was comprised of an increase of 4.5% in same-contract revenues, 0.6% in net new contract revenues and 27.5% in acquisition revenues. Same-contract growth in net revenues totaled 5.5% for the second quarter of 2016, which included a 5.1% increase in patient encounters per day and a 0.4% increase in net revenue per patient encounter. Liquidity At June 30, 2016, AMSURG had cash and cash equivalents of $74.1 million and availability under its $500 million revolving credit facility of $100 million. Net cash flows from operations, less distributions to noncontrolling interests, were $54.5 million for the second quarter. The Company’s ratio of total debt at the end of the second quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.2. Merger Update AMSURG expects that the preliminary joint proxy statement/prospectus related to its previously announced merger with Envision Healthcare Holdings, Inc. (NYSE: EVHC) will be filed with the U.S. Securities and Exchange Commission on Thursday, August 4, 2016, by the new registrant “New Amethyst Corp.” Guidance AMSURG today adjusted its 2016 financial guidance for net revenues as a result of the revised timing of acquisitions and new contract signings in 2016. The Company also provided financial guidance for the third quarter of 2016. The Company’s financial and operating guidance is as follows: Revenues of $3.05 billion to $3.09 billion for 2016, compared with $3.09 billion to $3.13 billion previously; A same-center revenue increase of 4% to 6% for Ambulatory Services for 2016 and same-contract revenue growth of 4% to 6% in Physician Services; Adjusted EBITDA of $592 million to $601 million for 2016; Adjusted EPS of $4.28 to $4.35 for 2016; and For the third quarter of 2016, adjusted EPS of $1.10 to $1.13. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the third quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AMSURG Corp. will hold a conference call to discuss this release today, August 2, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the first quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; there may be governmental or commercial health changes designed to reduce the number of surgical procedures; we may fail to comply with applicable laws and regulations including the federal Anti-Kickback statue and similar state laws; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the attention of management may be diverted by the process of making new acquisitions; the risks associated with our ability to consummate the business combination with Envision and the timing of the closing of the business combination; the ability to successfully integrate our and Envision’s operations and employees; the ability to realize the anticipated benefits and synergies of the business combination with Envision; the potential impact of the announcement of the business combination or consummation of the transaction on relationships, including with our employees, customers and competitors; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; restricted covenants in our indenture documents may restrict our business strategies or could result in an acceleration of our debt; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may fail to effectively manage and implement security measures protecting our information technology systems to protect confidential data; our disaster recovery systems or management continuity plans may be disrupted; we may face shortages or quality control issues of products, equipment, and medical supplies that could adversely affect our operations and profitability; enforcement authorities may conclude that our market share in any particular market is too concentrated or our clients’ commercial payor contract negotiating practices are illegal; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; our physician partners may fail to perform on their pro rata share of any indebtedness or lease agreements; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AMSURG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AMSURG disclaims any intent or obligation to update these forward-looking statements. About AMSURG AMSURG’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AMSURG’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of June 30, 2016, AMSURG owned and operated 258 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 530 healthcare facilities in 32 states. AMSURG has partnerships with, or employs, over 6,000 physicians and other healthcare professionals in 40 states and the District of Columbia. Statement of Earnings Data: See footnotes on page 10 Operating Data- Ambulatory Services: $ 2,515 Operating Data- Physician Services: 8.1 % 2.0 9.3 19.4 % 10.5 % Balance Sheet Data: Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Announces 27% Growth in First-Quarter Net Revenues, with Strong Same-Center and Same-Contract Revenue Growth
businesswire.com
2016-05-03 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the first quarter ended March 31, 2016. The Company’s results for the quarter included: Net revenues of $724.7 million, up 27% from $570.4 million for the first quarter of 2015; Net earnings attributable to AmSurg common shareholders of $28.6 million; Adjusted net earnings of $46.6 million, an increase of 47% compared with the first quarter of 2015; Net earnings per diluted share attributable to AmSurg common shareholders of $0.53 Adjusted net earnings per diluted share of $0.82, up 32%, on a 12% increase in diluted shares outstanding, if converted, primarily due to the Company’s December 2015 common stock offering; and Adjusted EBITDA of $120.1 million, up 28% compared with the first quarter of 2015. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AmSurg had a great start to 2016 with a substantial increase in first-quarter revenues and adjusted EPS, driven primarily by nearly $1 billion of acquisitions completed in 2015,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “In addition, we produced strong organic growth for the first quarter, with same-center revenues for our Ambulatory Services division increasing 8.8% and same-contract revenue for our Physician Services division growing 12.0%. Each division continued to benefit from increased volume and improved reimbursement during the first quarter. The quarter had one additional business day compared with the same prior-year quarter, which contributed 1.7% to the growth in both divisions. “Physician Services expanded the Company’s strong presence in the Phoenix, Arizona, market during the first quarter with our second acquisition of a neonatology practice in that market. Subsequent to the quarter end, Ambulatory Services completed the purchase of one surgery center and Physician Services purchased a physician practice in Jacksonville, Florida, that established our presence in the greater northeast Florida market. Our pipeline of potential acquisitions is robust, and we are evaluating opportunities for Ambulatory Services and across all our Physician Services specialties.” Ambulatory Services First-quarter net revenues for Ambulatory Services grew 8% to $307.1 million from $283.9 million for the first quarter of 2015. Same-center revenue increased 8.8% for first quarter of 2016 compared with the first quarter of 2015, comprised of a 5.0% increase in procedures per day, a 1.7% increase due to an additional operating day in the first quarter of 2016 and a 2.1% increase in net revenue per procedure. Our revenue growth over the same quarter last year was reduced by the impact of nine centers that were deconsolidated in 2015 and that represented 5.5% of revenue for the first quarter of 2015. Adjusted EBITDA increased 13% to $53.6 million for the first quarter of 2016 from $47.3 million for the first quarter of 2015, and adjusted EBITDA margin increased 80 basis points to 17.5% from 16.7%. At the end of the first quarter, Ambulatory Services operated 256 ASCs and one surgical hospital, having merged two ASCs during the quarter. Ambulatory Services had six ASCs under letter of intent at the end of the quarter and one center under development, which is expected to open in late 2016. Physician Services For the first quarter of 2016, net revenues for Physician Services increased 46% to $417.5 million from $286.5 million for the first quarter of 2015. Adjusted EBITDA rose 43% to $66.5 million for the quarter compared with $46.4 million for the first quarter of 2015, and adjusted EBITDA margin was 15.9% compared with 16.2%. The comparable-quarter increase in Physician Services revenues was comprised of growth of 10.1% in same-contract revenues, 1.2% in net new contract revenues and 34.4% in acquisition revenues. Same-contract growth in net revenues totaled 12.0% for the first quarter of 2016, which included a 7.3% increase in patient encounters per day, a 1.7% increase due to an additional operating day in the first quarter of 2016 and a 3.0% increase in net revenue per patient encounter. Liquidity At March 31, 2016, AmSurg had cash and cash equivalents of $85.9 million and availability under its $500 million revolving credit facility of $345 million. Net cash flows from operations, less distributions to noncontrolling interests, were $25.0 million for the first quarter. The Company’s ratio of total debt at the end of the first quarter to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.1. Guidance AmSurg today adjusted its financial and operating guidance for 2016 and for the second quarter of the year. The Company’s guidance is as follows: Revenues in a range of $3.09 billion to $3.13 billion; A same-center revenue increase of 4% to 6% for Ambulatory Services and same-contract revenue growth of 4% to 6% in Physician Services; Adjusted EBITDA of $592 million to $601 million; Adjusted EPS in a range of $4.28 to $4.35; and For the second quarter of 2016, adjusted EPS in a range of $1.06 to $1.09. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the second quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release today, May 3, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the first quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; there may be governmental or commercial health changes designed to reduce the number of surgical procedures; we may fail to comply with applicable laws and regulations including the federal Anti-Kickback statue and similar state laws; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; the attention of management may be diverted by the process of making new acquisitions; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; restricted covenants in our indenture documents may restrict our business strategies or could result in an acceleration of our debt; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may fail to effectively manage and implement security measures protecting our information technology systems to protect confidential data; our disaster recovery systems or management continuity plans may be disrupted; we may face shortages or quality control issues of products, equipment, and medical supplies that could adversely affect our operations and profitability; enforcement authorities may conclude that our market share in any particular market is too concentrated or our clients’ commercial payor contract negotiating practices are illegal; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; our physician partners may fail to perform on their pro rata share of any indebtedness or lease agreements; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of March 31, 2016, AmSurg owned and operated 256 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 450 healthcare facilities in 29 states. AmSurg has partnerships with, or employs, over 5,000 physicians and other healthcare professionals in 38 states and the District of Columbia. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) Statement of Earnings Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) Tax effect See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued Operating Data- Ambulatory Services: Operating Data- Physician Services: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Balance Sheet Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Reports 21% Growth in Fourth-Quarter Net Revenues, 39% Growth in Adjusted Diluted EPS of $1.07 and Diluted EPS of $1.26
businesswire.com
2016-02-24 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the fourth quarter and year ended December 31, 2015. The Company’s results for the quarter included: Growth of 21% in net revenues to $704.3 million from $581.8 million for the fourth quarter of 2014; Net earnings from continuing operations attributable to AmSurg common shareholders of $64.3 million and adjusted net earnings of $56.7 million, up 43% compared with the fourth quarter of 2014; Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders of $1.26 and a 39% increase in adjusted net earnings per diluted share to $1.07; and Adjusted EBITDA of $137.4 million, an increase of 24% compared with the fourth quarter of 2014. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. For fiscal 2015, net revenues were $2.57 billion, a 58% increase from $1.62 billion for fiscal 2014. Net earnings from continuing operations attributable to AmSurg common shareholders were $154.9 million for 2015, and adjusted net earnings increased 68% to $191.3 million from $114.2 million for 2014. Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders were $3.18 for 2015, and adjusted net earnings per diluted share increased 35% to $3.71. For 2015, weighted average diluted shares outstanding, if dilutive securities, options and non-vested shares were converted, increased 24% from 2014, primarily related to the equity issued to complete the acquisition of Sheridan Healthcare in July 2014. Adjusted EBITDA for 2015 was $492.3 million. “AmSurg had an exceptional year for 2015, the first full year following our transformative acquisition of Sheridan Healthcare in July 2014,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “We exceeded every element of our 2015 financial guidance that was provided in our 2014 fourth-quarter news release. “Our strong organic growth was evident in the 6.0% same-center revenue growth of Ambulatory Services for 2015 and the 9.9% same contact growth of Physician Services. As expected, the combination of AmSurg and Sheridan has indeed proven catalytic to our acquisition growth strategy, as we deployed $963 million in capital for acquisitions during 2015, completed 16 transactions, expanded our platform into the large, attractive markets of Phoenix and Atlanta and created significant growth momentum for 2016. Our strong cash flow, combined with our December equity offering, enabled us to execute on this large acquisition pipeline, significantly reducing our leverage ratio to 4.1. “Our outstanding financial and operating performance and strong profitable growth continued in the fourth quarter of 2015. We drove organic growth for the quarter through a 6.9% increase in same-center revenues for Ambulatory Services and an 8.3% increase in same contract revenue for Physician Services. This growth reflects increased volume and improved reimbursement for the quarter for both divisions. “During the fourth quarter, Ambulatory Services purchased two ambulatory surgery centers (ASCs) and entered into three joint ventures with new health system partners. As a result of our joint venture activity, we contributed six of our existing centers and obtained an interest in two additional ASCs that were contributed by our new partners. As previously announced, Physician Services completed three acquisitions in the fourth quarter, including the acquisition of Valley Anesthesia in Phoenix, Arizona; Premier Emergency Medical Specialists, also in Phoenix; and Northside Anesthesiology Consultants in Atlanta, Georgia.” Ambulatory Services Net revenues for Ambulatory Services grew 10% to $326.2 million for the fourth quarter of 2015 from $295.7 million for the fourth quarter of 2014. Same-center revenue rose 6.9% for fourth quarter of 2015 compared with the fourth quarter of 2014, comprised of a 2.2% increase in procedures and a 4.7% increase in net revenue per procedure. Adjusted EBITDA was $63.3 million for the fourth quarter of 2015, a 22% increase from $51.9 million for the fourth quarter of 2014, and adjusted EBITDA margin increased 180 basis points to 19.4% from 17.6%. At the end of the quarter, Ambulatory Services operated 257 ASCs and one surgical hospital. Ambulatory Services had five ASCs under letter of intent at the end of the fourth quarter and one center under development, which is expected to open in late 2016. Physician Services For the fourth quarter of 2015, net revenues for Physician Services increased 32% to $378.1 million from $286.1 million for the fourth quarter of 2014. Adjusted EBITDA increased 25% to $74.1 million for the quarter compared with $59.1 million for the fourth quarter of 2014, and adjusted EBITDA margin was 19.6% compared with 20.7%. Comparable-quarter increase in Physician Services revenues was comprised of growth of 6.2% in same-contract revenues, 1.7% in net new contract revenues and 24.3% in acquisition revenues. Same-contract growth in net revenues totaled 8.3% for the fourth quarter of 2015, which included a 6.6% increase in patient encounters and a 1.7% increase in net revenue per patient encounter. Physician Services continues to evaluate additional acquisition opportunities in its robust pipeline of potential transactions. Liquidity At the end of 2015, AmSurg had cash and cash equivalents of $106.7 million and availability under its $500 million revolving credit facility of $325 million. Net cash flows from operations, less distributions to noncontrolling interests, were $54.0 million for quarter and $323.1 million for full-year 2015. Although 2015 capital expenditures for maintenance and acquisitions were more than $1 billion, the Company’s ratio of total debt at the end of 2015 to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.1 compared with 5.3 at the end of 2014. Guidance AmSurg today established its financial and operating guidance for 2016 and for the first quarter of the year. The Company’s guidance is as follows: Revenues in a range of $3.09 billion to $3.13 billion; A same-center revenue increase of 3.0% to 5.0% for Ambulatory Services and same-contract revenue growth of 4.0% to 6.0% in Physician Services; Adjusted EBITDA of $590 million to $600 million; Adjusted EPS in a range of $4.26 to $4.34; and For the first quarter of 2016, adjusted EPS in a range of $0.77 to $0.80, which includes the seasonally higher salary-related expenses historically experienced in Physician Services. Non-GAAP Adjusted EBITDA guidance for the full year of 2016 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the first quarter and full year of 2016 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release Wednesday, February 24, 2016, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the first quarter and full year of 2016. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of December 31, 2015, AmSurg owned and operated 257 ASCs and one surgical hospital in 34 states and the District of Columbia and provided physician services to more than 450 healthcare facilities in 29 states. AmSurg has partnerships with, or employs, over 5,000 physicians and other healthcare professionals in 38 states and the District of Columbia. December 31, December 31, Statement of Earnings Data: Net earnings attributable to AmSurg Corp. common shareholders Net earnings attributable to AmSurg Corp. common shareholders Three Months Ended December 31, December 31, See footnotes on page 10 Operating Data- Ambulatory Services: December 31, December 31, Operating Data- Physician Services: Three Months Ended December 31, Year Ended December 31, Balance Sheet Data: Three Months Ended December 31, December 31, Statement of Cash Flow Data: Adjustments to reconcile net earnings to net cash flows provided by operating activities: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Reports Third-Quarter Adjusted Diluted EPS of $1.03 and Diluted EPS of $0.83
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2015-11-03 16:05:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the third quarter ended September 30, 2015. The Company’s results for the quarter included: Growth in net revenues of 29% to $650.2 million from $502.4 million for the third quarter of 2014; Net earnings from continuing operations attributable to AmSurg common shareholders of $40.4 million. Adjusted net earnings increased 53% to $53.0 million from the third quarter of 2014; Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders of $0.83 and 49% growth in adjusted net earnings per diluted share to $1.03; and Adjusted EBITDA of $133.2 million, up 39% from the third quarter of 2014. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AmSurg continued to perform meaningfully better than we expected during the third quarter of 2015, resulting in our raising our financial guidance for the year for the third consecutive quarter,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “Our strong results reflected outstanding organic growth for the quarter, with an acceleration in our Ambulatory Services same-center revenues for the third consecutive quarter and double-digit growth in Physician Services same-contract revenue growth for the second consecutive quarter. “For the third quarter of 2015, Ambulatory Services produced same-center revenue growth of 6.6%, due primarily to improved reimbursement, increased volume and improved case mix. Physician Services produced same-contract revenue growth of 10.1%, driven by increased volume, improved reimbursement and higher acuity. “In addition, the combination of AmSurg and Sheridan continued to be catalytic to our acquisition growth strategies in the third quarter. In a time of increasing industry integration and consolidation, this combination gives AmSurg a unique and nationally scaled platform that addresses strategically imperative needs of health systems as they focus on building integrated networks. The market reception for this platform continues to exceed our expectations. “During the third quarter, Ambulatory Services purchased two ambulatory surgery centers (ASCs) and opened a de novo ASC. The division also entered into a new joint venture with a health system in California whereby we contributed two ASCs and the health system contributed a surgical hospital. In addition, subsequent to quarter end, Ambulatory Services acquired two ASCs. As previously announced, Physician Services purchased two anesthesia practices during the third quarter, and today we announced the acquisition of Valley Anesthesia in Phoenix, Arizona, one of the largest independent anesthesiology practices in the country.” Ambulatory Services Net revenues for Ambulatory Services grew 12% to $309.0 million for the third quarter of 2015 from $276.4 million for the third quarter of 2014. Same-center revenue rose 6.6% for third quarter of 2015 compared with the third quarter of 2014, comprised of a 2.7% increase in procedures and a 3.9% increase in net revenue per procedure. Adjusted EBITDA was $55.4 million for the third quarter of 2015, a 16% increase from $47.9 million for the third quarter of 2014, while adjusted EBITDA margin increased 60 basis points to 17.9% from 17.3%. At the end of the quarter, Ambulatory Services operated 253 ASCs and one surgical hospital. Ambulatory Services had five ASCs under letter of intent at the end of the third quarter and one center under development, which is expected to open in 2016. Physician Services For the third quarter of 2015, net revenues for Physician Services were $341.2 million. Adjusted EBITDA was $77.8 million for the quarter, and adjusted EBITDA margin was 22.8%. Comparable-quarter revenue growth for Physician Services was 25.9%, of which 7.6% was from same-contract revenues, 2.9% from net new contract revenues and 15.4% from acquisition revenues. Same-contract growth in net revenues totaled 10.1% for the third quarter of 2015, which included a 5.0% increase in patient encounters and a 5.1% increase in net revenue per patient encounter. Having completed the Valley Anesthesia transaction thus far in the fourth quarter, Physician Services continues to evaluate additional acquisition opportunities in its robust pipeline of potential transactions. Liquidity AmSurg had cash and cash equivalents of $187.4 million at the end of the third quarter. Subsequent to quarter end, the Company executed the accordion feature under its credit agreement, which increased its borrowing capacity to $500.0 million under its revolving credit facility. A portion of this credit facility was used to fund acquisitions subsequent to quarter end. The remaining availability under the Company’s revolving credit facility is $244.0 million. Net cash flows from operations, less distributions to noncontrolling interests, were $118.7 million for the third quarter. The Company’s ratio of total debt at the end of the third quarter of 2015 to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.4. Guidance AmSurg today has raised its financial and operating guidance for 2015 and established its financial guidance for the fourth quarter of the year. The Company’s guidance is as follows: Revenues in a range of $2.52 billion to $2.54 billion, up from a range of $2.50 billion to $2.52 billion; A same-center revenue increase of 4% to 5% for Ambulatory Services, compared with the prior range of 3% to 4%; affirms guidance for same-contract revenue growth of 8% to 10% in Physician Services; Adjusted EBITDA of $486 million to $490 million, up from a range of $474 million to $480 million; Adjusted EPS in a range of $3.66 to $3.69, up from a range of $3.52 to $3.59; and For the fourth quarter of 2015, adjusted EPS in a range of $1.03 to $1.06. Non-GAAP Adjusted EBITDA guidance for the full year of 2015 excludes interest expense, income taxes, depreciation, amortization, share-based compensation, transaction costs, changes in contingent purchase price consideration, gain or loss on deconsolidations and discontinued operations. Non-GAAP Adjusted EPS guidance for the fourth quarter and full year of 2015 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon. The exact amount of such exclusions are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release Tuesday, November 3, 2015, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements, including the Company’s financial and operating guidance for the fourth quarter and full year of 2015. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness, including any future indebtedness; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may fail to effectively and timely transition to the ICD-10 coding system; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; our legal responsibility to minority owners of our surgery centers may conflict with our interests and prevent us from acting solely in our best interests; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; laws and regulations that regulate payments for medical services made by government healthcare programs could cause our revenues to decrease; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; our segments of the market for medical services have a high level of competition; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2015, AmSurg owned and operated 253 ASCs and one surgical hospital in 34 states and provided physician services to more than 360 healthcare facilities in 27 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) September 30, September 30, Statement of Operations Data: common shareholders AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued (Dollars in thousands) Operating Data- Ambulatory Services: September 30, September 30, Operating Data- Physician Services: Three MonthsEndedSeptember 30, 2015 Nine MonthsEndedSeptember 30,2015 Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Balance Sheet Data: Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) Three Months EndedSeptember 30, Nine Months EndedSeptember 30, Statement of Cash Flow Data: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Proposes Merger with TeamHealth to Create the Market Leader in Physician Services
businesswire.com
2015-10-20 07:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced a proposal to combine with Team Health Holdings, Inc. (NYSE: TMH) in a stock-and-cash merger at a fixed exchange ratio of 0.768x AmSurg shares per TeamHealth share, which will result in pro forma 50/50 ownership of the combined company. TeamHealth shareholders also will receive cash consideration of $11.49 per share. The proposal has a total current value of $71.47 per TeamHealth share, or a total enterprise value of $7.8 billion, based on AmSurg’s closing stock price yesterday. This represents a current premium of 36% to TeamHealth shareholders. Christopher A. Holden, President and Chief Executive Officer of AmSurg, said, “Our proposed combination will be transformational for both AmSurg and TeamHealth shareholders as well as for the physician services sector as a whole. TeamHealth shareholders will receive immediate cash value equivalent to 22% of its market capitalization, and share equally in our combined company’s upside. The combined company will have significantly enhanced free cash flow, expanded opportunities to accelerate growth, an attractive risk profile, $200 million to $290 million in annual synergies, and the ability to rapidly de-leverage. Comprising a network of more than 1,200 healthcare facilities and approximately 20,000 clinicians, AmSurg and TeamHealth together will become the most comprehensive provider of outsourced clinical services to health systems, and will create a platform for unprecedented growth in the sector. Together, we will hold leading positions in several industry verticals: ambulatory surgery, anesthesia, emergency services, hospitalists, radiology and neonatology.” “This combination will be a true partnership that will integrate our industry-leading physician sub-specialties and expand and deepen the combined company’s health system relationships, instantly creating an extensive national geographic footprint,” said Mr. Holden. “Our combined scale and comprehensive service portfolio, coupled with a shared commitment to quality and coordination of care and maintaining close physician relationships, will have tremendous benefits for our health system clients, payers, physicians, and the employees of both companies.” Mr. Holden added, “We believe AmSurg’s successful acquisition and integration of Sheridan can serve as a roadmap for the partnership with TeamHealth. The financial performance of AmSurg since closing that transaction has exceeded our initial public guidance on every metric. Engaging now also gives us the opportunity to further enhance shareholder value by optimizing the financing of the AmSurg/TeamHealth and TeamHealth/IPC transactions and could decrease aggregate financing expense by $100 million to $150 million. We believe strongly in this combination and hope TeamHealth’s Board will engage with us promptly to reach an agreed transaction.” Under the terms of the proposed merger, the combined company would assume the TeamHealth name, and TeamHealth would continue to operate out of its headquarters. The Board of Directors will include representatives from AmSurg and TeamHealth. Mr. Holden will be Chief Executive Officer and will lead a management team comprised of senior leaders from both organizations. The AmSurg and Sheridan operations will retain their brands. Guggenheim Securities and J.P. Morgan Securities LLC are acting as financial advisors and Bass, Berry & Sims PLC is acting as legal counsel to AmSurg in connection with the proposed transaction. Representatives of AmSurg met with representatives of TeamHealth to discuss the proposed merger in September 2015. Below is the text of a letter that was sent on October 12, 2015 to Lynn Massengale, Chairman of TeamHealth, regarding the proposed merger: October 12, 2015 Board of DirectorsTeam Health Holdings, Inc.265 Brookview Centre Way, Ste. 400Knoxville, TN 37919c/o Lynn Massingale, Chairman Dear Members of the Board: We appreciated the opportunity to meet with Dr. Lynn Massingale on September 30, 2015, to discuss our bold vision for the potential combination of our two companies. Dr. Massingale characterized our presentation as both “thoughtful and thought-filled.” We left the meeting optimistic that our proposal would be given robust consideration with adequate resources and expertise. Instead, we are disappointed to learn that you chose not to engage with us based on what appears to be a very cursory analysis of our specific proposal and key deal terms. Our goal here is to ask you to reconsider your position with full appreciation of solutions available to address your immediate concerns. We are mindful that TeamHealth is nearing the completion of its acquisition of IPC. We recognize that your initial reaction to our proposal reflects caution and conservatism flowing from that pending transaction. While we appreciate that timing is a reasonable issue here, the question is not “why now?” but rather “why wait?”. We want to reiterate that we are fully supportive of that transaction, and the combination of AmSurg and TeamHealth would not prevent or delay its closing but in fact, further ensure its success. We have every confidence in TeamHealth’s ability to integrate IPC. More importantly, as I relayed to Dr. Massingale and Mike Snow, we believe we have solutions and specific integration experience and success that more than adequately address your short term fears and concerns. We also believe you have access to the resources and experts necessary to simultaneously vet this proposal. The magnitude of this opportunity far outweighs any manageable integration risk. In addition, if you were not to engage with us now in a collaborative way, it could possibly sub-optimize the capital structure of a combination with AmSurg in the future - or worse - result in the loss of this opportunity completely. This is a bold vision that requires bold leadership from both Boards. Now is the time. We believe our vision is catalytic and transformational, not only for our respective companies, but also to the physician services sector. Our specific proposal reflects that as well. We’re in it together 50-50 and neither one of us is truly “selling.” We view it as a true partnership with a shared vision and the opportunity for our shareholders to participate equally in the value created. We are confident that TeamHealth is the ideal partner with industry leading physician sub-specialties and deep health system relationships that complement ours. We share the same strong and differentiating commitment to quality of care and cultural commitment to working with physicians. We have a unique opportunity to give physicians a meaningful voice in the consolidation of healthcare. Together, we would embark on a strategy to build the most comprehensive provider of outsourced clinical services. We would also be better positioned for the future and to be the trusted partner to health systems and payers in coordinating care and reducing cost across the healthcare system. Ultimately, we believe our health system clients, payers and physicians will be highly supportive of our combination as they share the same vision we do. The combination of TeamHealth and AmSurg is compelling strategically and financially, and our Board of Directors and management team are committed to working with you to pursue a merger of our two companies. As you know, we have fully integrated the Sheridan acquisition successfully. The financial performance of AmSurg since closing has exceeded our initial public guidance on every major metric. Additionally, we have achieved these results without disruption to the organizations of either legacy company. We believe that experience, along with the overall size and diversification of our combined companies, can add tremendous value to the IPC integration and help de-risk the execution to TeamHealth shareholders. Engaging now also gives us the opportunity to further enhance shareholder value by optimizing the financing packages for the AmSurg/TeamHealth and TeamHealth/IPC transactions to minimize unnecessary, but meaningful transaction and financing expenses of more than $100mm. By leveraging these financing synergies, the combined company is better positioned for growth and infrastructure investments. In order to reduce potential breakage costs for debt incurred by TeamHealth to finance the IPC Acquisition (which would likely need to be refinanced in the event of an AmSurg/TeamHealth business combination) and to avoid potential disclosure issues regarding negotiations for an AmSurg/TeamHealth business combination in connection with marketing the new TeamHealth debt, we have engaged in discussions with J. P. Morgan Securities LLC about arranging replacement debt financing for TeamHealth and J.P. Morgan has issued to us a “highly confident letter” which is attached as Exhibit A hereto. J.P. Morgan is prepared to discuss with you and any of your other potential financing sources replacement financing on the terms described in the highly confident letter. We have spent significant time exploring the merits of this potential transaction. We analyzed the relative growth prospects and valuation of the two companies – as well as incremental benefits of combination – and this analysis has solidified our view that AmSurg and TeamHealth are ideal partners. Our Board of Directors is fully supportive of this proposal. We are also very confident that our respective shareholders will be highly supportive of a merger as outlined in this letter—particularly given the substantial shareholder overlap between our two companies. Taking all of these factors into account, we are proposing a merger that reflects our respective strategic and financial contributions to create the best in class provider of outsourced clinical services. 1. Merger Terms: A stock-for-stock merger at an exchange ratio of 0.768x, which implies a pro forma ownership split of 50%/50% and which would enable both companies’ shareholders to share in the upside of the combined business as equal partners. Additionally, TeamHealth shareholders would receive cash consideration equal to $11.49 per share, which is approximately 22% of TeamHealth’s current market capitalization. This proposal implies a current value of $74.85 per share and a premium of 42% based on closing prices on Oct. 9, 2015. While we recognize the equity markets have been turbulent, we believe this offer, at a value greater than TeamHealth’s all-time high, represents a compelling opportunity for all of our shareholders. Further, though TeamHealth has experienced a recent decline in its share price—even since our face to face meeting on September 30th — we are proposing the same economic terms we proposed in that meeting. Simply put, this proposal is in no way intended to be “opportunistic” relative to short-term stock price movements. At the average of current peer trading multiples and with $200mm of pro forma synergies (which includes the announced $60mm of TeamHealth/IPC synergies), we believe this proposal would result in total value per share to TeamHealth’s shareholders of approximately $83.00 (a premium of approximately 57% to TeamHealth’s current)—well in excess of the “headline” price. This structure provides your shareholders liquidity and certainty for a significant portion of their current holdings in TeamHealth, while preserving equal participation in the future upside of the combined company. 2. Strategic Rationale & Key Drivers of Value Pursuing a combination now creates substantial opportunities for combined company Control the combined company’s position in a consolidating industry Enhance synergies from the IPC deal with synergies from an AmSurg/TeamHealth combination Reduce risks of standalone IPC integration with AmSurg’s integration experience from Sheridan Control the combined company’s position in a consolidating industry Enhance synergies from the IPC deal with synergies from an AmSurg/TeamHealth combination Reduce risks of standalone IPC integration with AmSurg’s integration experience from Sheridan Most comprehensive provider of outsourced physician services to health systems Largest national provider of outsourced physician services Industry leading physician sub-specialties across the continuum of care (surgical to medical home) Provide the most robust suite of integrated system solutions to healthcare systems Best positioned to capitalize on trend towards more comprehensive health system relationships Largest national provider of outsourced physician services Industry leading physician sub-specialties across the continuum of care (surgical to medical home) Provide the most robust suite of integrated system solutions to healthcare systems Best positioned to capitalize on trend towards more comprehensive health system relationships Powerful combination with new and expanded opportunities to accelerate growth Breadth and depth of services accelerates cross-sell and new contract wins Broader geographic presence and greater scope of care expands universe of acquisition candidates Move to a “solutions” provider to health systems creates opportunities to expand into new areas Enhance relationships with health insurers in the midst of increasing consolidation Breadth and depth of services accelerates cross-sell and new contract wins Broader geographic presence and greater scope of care expands universe of acquisition candidates Move to a “solutions” provider to health systems creates opportunities to expand into new areas Enhance relationships with health insurers in the midst of increasing consolidation Aligned with the future: Best positioned to enable providers transition to value based care Network of over 1,600 hospitals and employ ~20,000 physicians Best positioned to coordinate care and reduce costs to the healthcare system Best partner to help navigate new payment models and provider risk-sharing At the forefront of key fee for value initiatives such as Bundled Payments for Care Initiatives Becomes an “enabling provider” with services delivered across the continuum of care Capabilities to manage patients from hospital to home Value of the hospitalist as care coordinator will only increase Network of over 1,600 hospitals and employ ~20,000 physicians Best positioned to coordinate care and reduce costs to the healthcare system Best partner to help navigate new payment models and provider risk-sharing At the forefront of key fee for value initiatives such as Bundled Payments for Care Initiatives Becomes an “enabling provider” with services delivered across the continuum of care Capabilities to manage patients from hospital to home Value of the hospitalist as care coordinator will only increase Potential to significantly enhance shareholder value with both sides equally sharing in upside Highly compelling strategically New and expanded opportunities accelerating growth Significantly enhanced free cash flow to support future growth Highly attractive risk profile with diversified business offerings Meaningfully accretive to earnings with significant synergies: $200mm+ Highly compelling strategically New and expanded opportunities accelerating growth Significantly enhanced free cash flow to support future growth Highly attractive risk profile with diversified business offerings Meaningfully accretive to earnings with significant synergies: $200mm+ 3. Financing: We do not expect the final terms of a definitive merger agreement to include a financing condition. Our financial advisors, Guggenheim Partners and J.P. Morgan, are highly confident in the ability to finance the proposed combination of AmSurg and TeamHealth, as well as the pending acquisition of IPC (attached as Exhibits A & B). We are eager to work with you to refine the appropriate capital structure for the combined company. 4. Due Diligence: Our proposal is based solely on publicly available information and our own internal management estimates. We appreciate that each party will need to perform due diligence to better appreciate the opportunities and risks of the other and form a view on the potential of the combined business (mutual due diligence). We look forward to working together to develop a due diligence plan that minimizes any disruption to either business and that will not disrupt or delay the pending acquisition of IPC. We are prepared to immediately assign appropriate resources to the due diligence effort and to begin negotiating definitive agreements during the due diligence period. We are confident in our respective abilities to sign definitive agreements within 30 days following the commencement of due diligence. 5. Conditions and Approvals: While the terms of any potential transaction would be set forth in the definitive agreements, we would expect the merger to be subject to customary conditions, including a shareholder vote at both companies as well as obtaining required regulatory approvals. 6. Contract Terms: We would expect that any definitive agreement would contain representations, warranties and covenants, including with respect to deal protections, customary for transactions of this type. This letter is not intended to create or constitute any legally binding obligation, liability or commitment by us regarding a transaction or any other matter. There will be no legally binding agreement between us regarding a transaction unless and until a definitive agreement is executed. It is the right time to put our companies together to create maximum, long-term value for shareholders of TeamHealth and AmSurg. We are all well aware of the consolidation that is reshaping the broader healthcare landscape and share the belief that we are at the precipice of consolidation in our sector as well. We are also aware that the combination we propose in this letter is not your only strategic option, nor is it ours. Having said that, we believe it is the right combination for both companies. Moving expeditiously and deliberately would enable us to proactively shape our shared role in this rapidly consolidating environment. We are very excited by the prospect of combining our two businesses and believe, if presented for consideration, the combination will be extremely attractive to and compelling for the shareholders of both AmSurg and TeamHealth. It is our strong desire to engage with you directly in a constructive transaction dialogue. We believe time is of the essence and the first mover advantage will drive significant incremental value. We look forward to moving expeditiously toward a successful transaction. Please feel free to contact me with any questions or concerns. I look forward to your response. Yours truly, Christopher A. HoldenPresident and Chief Executive Officer Conference Call, Webcast, Investor Presentation AmSurg Corp. will hold a conference call Tuesday, October 20, 2015, at 8:30 a.m. eastern time. The dial-in number is (719) 325-2356, pass code 7964659. Presentation materials related to the conference call will be available on the Company’s web site, www.amsurg.com, by following the link to Investors. A telephonic replay of the conference call will be available through midnight on October 26, 2015, by dialing (719) 457-0820 and entering pass code 7964659. Investors will also have the opportunity to listen to the conference call over the Internet by going to the Company’s web site and following the link to Investors at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. About AmSurg Corp. AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of June 30, 2015, AmSurg owned and operated 250 ASCs in 34 states and provided physician services to more than 350 healthcare facilities in 27 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding AmSurg’s proposed business combination transaction with TeamHealth (including financing of the proposed transaction and the benefits, results, effects and timing of a transaction), all statements regarding AmSurg’s (and AmSurg’s and TeamHealth’s combined) expected future financial position, results of operations, cash flows, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” and other similar expressions. Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses or other financial items, and service line growth of AmSurg (and the combined businesses of AmSurg and TeamHealth), together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of AmSurg based upon currently available information. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from AmSurg’s expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which AmSurg is unable to predict or control, that may cause AmSurg’s actual results, performance or plans with respect to TeamHealth, to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks, uncertainties and other factors discussed below and detailed from time to time in AmSurg’s filings with the Securities and Exchange Commission (the “SEC”). Risks and uncertainties related to the proposed transaction with TeamHealth include, but are not limited to, uncertainty as to whether AmSurg will further pursue, enter into or consummate the transaction on the terms set forth in the proposal or on other terms, potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction, uncertainties as to the timing of the transaction, adverse effects on AmSurg’s stock price resulting from the announcement or consummation of the transaction or any failure to complete the transaction, competitive responses to the announcement or consummation of the transaction, the risk that regulatory, licensure or other approvals and financing required for the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, costs and difficulties related to the integration of TeamHealth’s businesses and operations with AmSurg’s businesses and operations, the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, unexpected costs, liabilities, charges or expenses resulting from the transaction, litigation relating to the transaction, the inability to retain key personnel, and any changes in general economic and/or industry specific conditions. In addition to the factors set forth above, other factors that may affect AmSurg’s plans, results or stock price including, but not limited to, the following risks: AmSurg may face challenges managing its physician services division as a new business and may not realize anticipated benefits; AmSurg may become subject to investigations by federal and state entities and unpredictable impacts of the Health Reform Law; AmSurg may not be able to successfully maintain effective internal controls over financial reporting; AmSurg may not be able to implement its business strategy, manage the growth in its business, and integrate acquired businesses; AmSurg’s substantial indebtedness and restrictions in its debt instruments could adversely affect its business or its ability to implement its growth strategy, or limit its ability to react to changes in the economy or its industry; AmSurg may not generate sufficient cash to service its indebtedness; regulatory changes may obligate AmSurg to buy out interests of physicians who are minority owners of its surgery centers; AmSurg may not be able to successfully maintain its information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; AmSurg may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; AmSurg may be required to write-off a portion of its intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as AmSurg’s costs increase; there may be adverse developments affecting the medical practices of AmSurg’s physician partners; AmSurg may not be able to maintain favorable relations with its physician partners; AmSurg may not be able to grow its ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at its existing surgery centers; AmSurg may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond AmSurg’s control may affect its business; AmSurg may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of AmSurg’s physician services revenues; AmSurg’s physician services contracts may be cancelled or not renewed or AmSurg may not be able to enter into additional contracts under terms acceptable to it; reimbursement rates, revenue and profit margin under AmSurg’s fee-for-service physician services payor contracts may decrease; AmSurg may not be able to timely or accurately bill its services; AmSurg may not be able to enroll its physician services providers in the Medicare and Medicaid programs on a timely basis; AmSurg’s strategic partnerships with healthcare providers may not be successful; AmSurg may not be able to successfully recruit and retain physicians, nurses and other clinical providers; AmSurg may not be able to accurately assess the costs it will incur under new contracts; AmSurg’s margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; AmSurg may not be able to enforce non-compete agreements with its physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where AmSurg operates; legislative or regulatory action may make AmSurg’s captive insurance company arrangement less feasible or otherwise reduce its profitability; AmSurg’s reserves with respect to its losses covered under its insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. Additional Information This press release is provided for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. Subject to future developments, AmSurg may file a registration statement and/or tender offer documents with the SEC in connection with a possible business combination transaction with TeamHealth. AmSurg and TeamHealth shareholders should read those filings, and any other filings made by AmSurg with the SEC in connection with a possible business combination, if any, as they will contain important information. Those documents, if and when filed, as well as AmSurg’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and at AmSurg’s website at www.amsurg.com.

AmSurg Reports Second-Quarter Adjusted Diluted EPS of $0.97 and Diluted EPS of $0.65
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2015-08-04 16:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (NASDAQ: AMSG) today announced financial results for the second quarter ended June 30, 2015. The Company’s results for the quarter included: Net revenues of $642.0 million, an increase of 131% from the second quarter of 2014; Net earnings from continuing operations attributable to AmSurg common shareholders of $31.4 million. Adjusted net earnings of $49.9 million increased 131% from the second quarter of 2014; Net earnings per diluted share from continuing operations attributable to AmSurg common shareholders of $0.65 and adjusted net earnings per diluted share of $0.97, up 45% on 59% higher diluted shares outstanding; and Adjusted EBITDA of $128.0 million, a 148% increase from the second quarter of 2014. See page 6 for a reconciliation of all GAAP and non-GAAP financial results. “AmSurg produced strong growth for the second quarter, which significantly exceeded our expectations,” said Christopher A. Holden, President and Chief Executive Officer of AmSurg. “Our performance was driven by successful execution of our organic growth and acquisition strategies in both our Ambulatory and Physicians Services businesses. The combination of AmSurg and Sheridan continues to be catalytic for both operating divisions. “For the second quarter of 2015, Ambulatory Services produced same-center revenue growth of 5.1%, driven by improved reimbursement, case mix and increased volumes. Physician Services produced same-contract revenue growth of 14.3%. Volumes continued to strengthen over prior-year trends, contributing 3.8% to this revenue growth and led primarily by neonatology and radiology encounters. Revenue per encounter increased 10.5% for the quarter, reflecting the continued growth in Florida exchange revenues, increased acuity, annual increases in contracted rates and higher reimbursement trends at several prior-year platform acquisitions. Our organic growth drove improved margins for the quarter and supports the increase in our financial guidance for the full year. “During the second quarter, we purchased two ambulatory surgery centers (ASCs) and an anesthesia practice. Subsequent to the quarter end, we acquired a multi-specialty ASC and the previously announced acquisition of Coastal Anesthesiology Consultants. In addition, we are pleased to announce the acquisition of Bay Area Anesthesia, LLC, which delivers both inpatient and outpatient anesthesia services at seven healthcare facilities in the Tampa market, including three locations affiliated with BayCare Health System and two ASCs that are owned jointly by AmSurg and BayCare Health System. With these transactions, we have exceeded our 2015 capital expenditure target of $200 million for acquisitions. We remain well positioned to act on additional acquisition opportunities across both operating divisions in 2015, and as indicated by our recent transactions, we have a robust pipeline of potential opportunities.” Ambulatory Services Net revenues for Ambulatory Services grew 12% to $311.0 million for the second quarter of 2015 from $278.2 million for the second quarter of 2014. Same-center revenue rose 5.1% for second quarter of 2015 compared with the second quarter of 2014, comprised of a 1.3% increase in procedures and a 3.8% increase in net revenue per procedure. Adjusted EBITDA was $60.3 million for the second quarter of 2015, a 17% increase from $51.6 million for the second quarter of 2014, while adjusted EBITDA margin increased 80 basis points to 19.4% from 18.6%. Ambulatory Services acquired two ASCs during the second quarter and ended the quarter with 250 centers. Ambulatory Services had six centers under letter of intent at the end of the second quarter, one of which has already been acquired in the third quarter. There were also two centers under development at the end of the second quarter, one of which is expected to open in late 2015. Physician Services For the second quarter of 2015, net revenues for Physician Services were $331.0 million. Adjusted EBITDA was $67.7 million for the quarter, and adjusted EBITDA margin was 20.4%. Comparable-quarter revenue growth for Physician Services was 24.3%, of which 10.9% was from same-contract revenues, 1.6% from net new contract revenues and 11.8% from acquisition revenues. Same-contract growth in net revenues totaled 14.3% for the second quarter of 2015, comprised of a 3.8% increase in patient encounters and a 10.5% increase in net revenue per patient encounter. Physician Services completed the acquisition of one anesthesiology practice during the second quarter and has acquired two additional anesthesiology practices since the end of the quarter. Liquidity AmSurg had cash and cash equivalents of $126.3 million at the end of the second quarter and availability of $300 million under its revolving credit facility. Net cash flows from operations, less distributions to noncontrolling interests, were $98.7 million for the second quarter. The Company’s ratio of total debt at the end of the second quarter of 2015 to trailing 12 months EBITDA as calculated under the Company’s credit agreement was 4.7. Guidance AmSurg today has raised its financial and operating guidance for 2015 and established its financial guidance for the third quarter of the year. The Company’s guidance for adjusted net earnings per diluted share from continuing operations attributable to common shareholders (“Adjusted EPS”) excludes transaction and severance costs related to acquisitions, acquisition-related amortization expense, gains and losses on deconsolidations, share-based compensation expense and changes in contingent purchase price consideration. The Company’s guidance is as follows: Revenues in a range of $2.50 billion to $2.52 billion, up from a range of $2.46 billion to $2.49 billion; Same-center revenue increase of 3% to 4% for Ambulatory Services, compared with the prior range of 2% to 3%; same-contract revenue growth of 8% to 10% in Physician Services, up from a range of 6% to 8%; Adjusted EBITDA of $474 million to $480 million, up from a range of $454 million to $460 million; Adjusted EPS in a range of $3.52 to $3.59, up from a range of $3.31 to $3.39; and For the third quarter of 2015, adjusted EPS in a range of $0.92 to $0.95. The information contained in the preceding paragraphs, including information regarding the Company’s financial results for future periods, is forward-looking information. Forward-looking information involves known and unknown risks and uncertainties as described below. There can be no assurance that AmSurg will attain the financial targets set forth in this press release. The Company’s actual results and performance could differ materially from those expressed or implied by the forward-looking information contained in this press release. Non-GAAP adjusted earnings per share guidance for the second quarter and full year of 2015 exclude acquisition-related transaction costs, acquisition-related amortization expense, gains and losses on future deconsolidation transactions and share-based compensation expense, net of the tax impact thereon, the exact amount of which are not currently determinable but may be significant and may vary significantly from period to period (see page 6 for a reconciliation of all GAAP and non-GAAP financial results). Conference Call AmSurg Corp. will hold a conference call to discuss this release Tuesday, August 4, 2015, at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call and continue for 30 days. Safe Harbor This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by important factors, including, but not limited to, the following risks: we may face challenges managing our Physician Services Division as a new business and may not realize anticipated benefits; we may become subject to investigations by federal and state entities and unpredictable impacts of the Health Reform Law; we may not be able to successfully maintain effective internal controls over financial reporting; we may not be able to implement our business strategy, manage the growth in our business, and integrate acquired businesses; our substantial indebtedness and restrictions in our debt instruments could adversely affect our business or our ability to implement our growth strategy, or limit our ability to react to changes in the economy or our industry; we may not generate sufficient cash to service our indebtedness; regulatory changes may obligate us to buy out interests of physicians who are minority owners of our surgery centers; we may not be able to successfully maintain our information systems and processes, implement new systems and processes, and maintain the security of those systems and processes; we may be subject to litigation and investigations and liability claims for damages and other expenses not covered by insurance; we may be required to write-off a portion of our intangible assets; payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase; there may be adverse developments affecting the medical practices of our physician partners; we may not be able to maintain favorable relations with our physician partners; we may not be able to grow our ambulatory services revenue by increasing procedure volume while maintaining operating margins and profitability at our existing surgery centers; we may not be able to compete for physician partners, managed care contracts, patients and strategic relationships; adverse weather and other factors beyond our control may affect our business; we may be adversely impacted by changes in patient volume and patient mix; several client relationships generate a significant portion of our physician services revenues; our physician services contracts may be cancelled or not renewed or we may not be able to enter into additional contracts under terms acceptable to us; reimbursement rates, revenue and profit margin under our fee-for-service physician services payor contracts may decrease; we may not be able to timely or accurately bill for services; we may not be able to enroll our physician services providers in the Medicare and Medicaid programs on a timely basis; our strategic partnerships with healthcare providers may not be successful; we may not be able to successfully recruit and retain physicians, nurses and other clinical providers; we may not be able to accurately assess the costs we will incur under new contracts; our margins may be negatively impacted by cross-selling to existing clients or selling bundled services to new clients; we may not be able to enforce non-compete agreements with our physicians and other clinical employees in some jurisdictions; there may be unfavorable changes in regulatory, economic and other conditions in the states where we operate; legislative or regulatory action may make our captive insurance company arrangement less feasible or otherwise reduce our profitability; our reserves with respect to our losses covered under our insurance programs may not be sufficient; and the other risk factors are described in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as updated by other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements. About AmSurg AmSurg’s Ambulatory Services Division acquires, develops and operates ambulatory surgery centers in partnership with physicians throughout the U.S. AmSurg’s Physician Services Division, Sheridan, provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities throughout the U.S., primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of June 30, 2015, AmSurg owned and operated 250 ASCs in 34 states and provided physician services to more than 350 healthcare facilities in 27 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. Unaudited Selected Consolidated Financial and Operating Data (In thousands, except earnings per share) June 30, June 30, Statement of Earnings Data: Less net earnings attributable to noncontrolling interests Net earnings attributable to AmSurg Corp. common shareholders Basic earnings per share attributable to AmSurg Corp. common shareholders: Diluted earnings per share attributable to AmSurg Corp. common shareholders: AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands, except earnings per share) June 30, June 30, See footnotes on page 10 Unaudited Selected Consolidated Financial and Operating Data, continued (Dollars in thousands) Operating Data- Ambulatory Services: Three Months Ended June 30, Six Months EndedJune 30, 2014 2015 $ 2,309 0.9 % 4.4 % Operating Data- Physician Services: Three MonthsEndedJune 30, 2015 Six MonthsEndedJune 30, 2015 AMSURG CORP. Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) 2015 2014 Balance Sheet Data: Preferred stock, no par value, 5,000 shares authorized, 1,725 shares issued and outstanding Unaudited Selected Consolidated Financial and Operating Data, continued (In thousands) June 30, June 30, Statement of Cash Flow Data: Adjustments to reconcile net earnings to net cash flows provided by operating activities: AMSURG CORP. Footnotes to Reconciliations of Non-GAAP Measures to GAAP Measures

AmSurg Corp. Sets Earnings Release and Conference Call Dates for First Quarter 2015 Results
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2015-04-10 11:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its first quarter 2015 financial results on Tuesday, May 5, 2015, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Wednesday, May 6, 2015. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. operates an Ambulatory Services business that acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. AmSurg also operates a Physician Services business, Sheridan, that provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of December 31, 2014, AmSurg owned and operated 246 ASCs in 34 states and provides physician services in 24 states, employing more than 2,800 physicians and other healthcare professionals.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Fourth Quarter and Year-End 2014 Results
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2015-01-28 11:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its fourth quarter and year-end 2014 financial results on Wednesday, February 25, 2015, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Thursday, February 26, 2015. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. operates an Ambulatory Services business that acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. AmSurg also operates a Physician Services business, Sheridan, that provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. Through these businesses as of September 30, 2014, AmSurg owned and operated 243 ASCs in 34 states and provides physician services in 25 states, employing more than 2,600 physicians and other healthcare professionals.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Third Quarter 2014 Results
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2014-10-07 11:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its third quarter 2014 financial results on Tuesday, November 4, 2014, after the market closes. The Company will also host a conference call at 5:00 p.m. Eastern Time the same day. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the U.S. and provides outsourced physician services in multiple specialties to hospitals, ASCs and other healthcare facilities, primarily in the areas of anesthesiology, children’s services, emergency medicine and radiology. AmSurg owns and operates 243 ASCs in 34 states and provides physician services in 25 states, employing more than 2,600 physicians and other healthcare professionals.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Second Quarter 2014 Results
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2014-07-03 11:36:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its second quarter 2014 financial results on Thursday, July 31, 2014, after the market closes. The Company will also host a conference call the same day at 5:00 p.m. Eastern Time. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. As of March 31, 2014, AmSurg owned and operated 242 centers.

AMSURG Corp. to Acquire Sheridan Healthcare in Transformational Transaction Valued at $2.35 Billion
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2014-05-29 06:00:00NASHVILLE, Tenn. & SUNRISE, Fla.--(BUSINESS WIRE)--AMSURG Corp. (NASDAQ:AMSG) and Sheridan Healthcare, a portfolio company of Hellman & Friedman, LLC, today announced that their respective Boards of Directors have unanimously approved a definitive agreement under which AMSURG will acquire Sheridan Healthcare in a cash and stock transaction valued at approximately $2.35 billion. The transaction, which is subject to customary closing conditions and regulatory approvals, is expected to close in the third quarter of 2014. AMSURG and Sheridan expect the combination to create a unique business model that will better meet critical needs for physicians, health systems, communities and payers. Sheridan Healthcare, a leading national provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers (ASCs) and other healthcare facilities, is the country’s number one provider of anesthesiology services and the number two provider of children’s services, with strong operations in radiology and emergency medicine services as well. The combined company will have a total addressable market of approximately $70 billion and will encompass more than 4,600 physician relationships across 38 states. “We are excited to announce this transformative combination with Sheridan Healthcare,” said Christopher A. Holden, President and Chief Executive Officer of AMSURG Corp. “With the addition of Sheridan, we will be significantly diversified and differentiated - holding leadership positions in outsourced physician services for anesthesia, children’s services, emergency medicine services and radiology while retaining our standing as a leading owner of freestanding ambulatory surgery centers. This will be a combination unlike any other in the marketplace today. The breadth of our value-added services will position us to compete for new outsourced physician contracts, health system partnerships and payer relationships. It will allow us to collaborate with our ASC physician partners to pursue the efficient and natural integration of surgery with anesthesia. It also bolsters our internal competencies thereby improving our response to emerging market trends that touch physician engagement models, payment model reform and new care delivery innovation.” Mr. Holden continued, “AMSURG has a long track record of evolving its business to meet the changing demands of the healthcare industry, and we believe this represents a natural next step. Ultimately, the combination brings together two best in class organizations with tenured management teams, a shared commitment to physician-centric cultures and proven track records for high quality services and patient satisfaction. We believe this represents a compelling opportunity to drive growth in our existing markets and to create an even more robust development pipeline across all service lines. The attractive economic fundamentals support a strong financial profile that will allow the combined company to continue to invest in new growth following completion of the transaction. We look forward to joining forces with Sheridan’s talented physicians and employees to achieve continued success through this combination.” Sheridan’s CEO John Carlyle stated, “Today’s announcement represents a major strategic milestone for Sheridan and underscores our commitment to supporting the evolving needs of our customers, healthcare providers and their patients. As part of AMSURG, Sheridan will have enhanced relevance in its existing markets and expanded opportunities in important new markets in more states. We will also gain entry into additional health systems where we can add value to our clients’ strategic objectives. Together, we will be able to leverage the respective reputations, physician networks and strong relationships of both companies to meet the critical needs for health systems, healthcare providers, payers and communities as a whole.” Mr. Carlyle added, “We appreciate Hellman & Friedman’s strong partnership and value their continued support as we join with AMSURG. We look forward to a seamless integration for all of our stakeholders.” Allen R. Thorpe, a Managing Director at Hellman & Friedman, added, “We are proud to have been part of Sheridan’s successful growth and transformation over the last seven years, and we look forward to the promising union of AMSURG and Sheridan. As an ongoing significant shareholder of the combined company, we are confident in the growth and expansion prospects of the new AMSURG and the opportunities we see for continued equity value creation.” Strategic Benefits of the combination include: Expands AMSURG into a highly complementary adjacency and creates significant business, geographic and payer diversity; Creates a differentiated leadership position in large, growing and fragmented markets; Broadens engagement opportunities with physicians, health systems and payers; Creates opportunities for collaboration and the natural vertical integration of anesthesia within the existing ASC portfolio; Enhances competencies to address innovation and change in healthcare; and Significantly expands new development opportunities. Financial Benefits of the combination include: Enhances and diversifies AMSURG’s growth profile and significantly accelerates organic growth; Immediately and significantly accretive to Adjusted EPS (approximately 15% accretive in 2015); and Robust free cash flow to support future growth and deleveraging capability. Financing The transaction is valued at $2.35 billion and will be funded via fully committed financing from Citi and the expected issuance to Sheridan’s equity holders of AMSURG equity currently valued at approximately $615 million. At its option, AMSURG may replace a substantial portion of the equity consideration that would be issued to Sheridan’s equity holders with cash by accessing the equity or equity-linked markets between signing and closing. Total shares delivered to sellers at closing will be dependent on the performance of AMSURG shares ahead of the transaction closing. Approvals and Time to Closing The transaction is expected to close in the third quarter of 2014 and is subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as other customary closing conditions. Advisors Citi is serving as financial advisor to AMSURG and Bass, Berry & Sims PLC is providing legal counsel. Barclays, Credit Suisse and Goldman, Sachs & Co. are serving as financial advisors to Sheridan and Simpson Thacher & Bartlett LLP is providing legal counsel. Conference Call and Webcast AMSURG will hold a conference call today, May 29, 2014, at 8:00 a.m. Eastern time. The conference call-in number is (866) 610-1072 (toll-free U.S.) or (973) 935-2840 (international) and the passcode is 51023068. Investors will also have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investors” at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call and continue for 30 days and can be accessed on AMSURG's website or by calling (800) 585-8367 and using the passcode 51023068. An investor presentation discussing the proposed transaction will be available under the investors section www.amsurg.com. About AMSURG Corp. AMSURG Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At March 31, 2014, AMSURG owned and operated 242 centers. About Sheridan Healthcare Sheridan Healthcare Inc. is a leading provider of multi-specialty outsourced physician services to hospitals, ambulatory surgery centers and other healthcare facilities, primarily in the areas of anesthesiology, children’s services emergency medicine, and radiology. Sheridan, its subsidiaries and affiliates currently operate in 25 states and employ more than 2,400 physicians and other healthcare professionals. Sheridan’s anesthesiology division, established in 1953, is the leading anesthesia services provider in the country. In addition to the physician and allied health services, Sheridan also provides support, training and management in non-clinical areas. Sheridan is recognized by the National Committee for Quality Assurance as a certified physician organization. About Hellman & Friedman Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed over $25 billion of committed capital. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including healthcare, software, internet, digital & traditional media, business, marketing & information services, financial services, insurance, and energy & industrials. For more information on H&F, please visit www.hf.com. Forward-Looking Statements This press release contains forward-looking statements with respect to the combination of AMSURG and Sheridan; the expected impact on AMSURG’s revenue, EBITDA and Adjusted EPS Growth; the expectation that the acquisition will be immediately accretive to AMSURG’s Adjusted EPS, EBITDA and cash flow; and expectations regarding expanded market opportunities, size and growth, market and industry trends, and general business outlook. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. When used in this press release, the words “will,” “expected,” “anticipated,” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including, but not limited to, the inability to achieve anticipated synergies, cost reductions or operating efficiencies without unduly disrupting business operations; unexpected costs associated with, or inability to complete, integration activities in a timely manner; the possibility that key personnel of Sheridan may not be retained by AMSURG; responses from competitors, patients and partners; the Company’s ability to maintain favorable relations with the Company’s physician partners; uncertainties regarding the timing of the closing of the transaction; the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the business combination; the risk of becoming subject to federal and state investigation; general economic and business conditions; and other risk factors described in AMSURG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and other filings with the Securities and Exchange Commission. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AMSURG disclaims any intent or obligation to update these forward-looking statements.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for First Quarter 2014 Results
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2014-04-01 12:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its first quarter 2014 financial results on Tuesday, April 22, 2014, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Wednesday, April 23, 2014. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At December 31, 2013, AmSurg owned and operated 242 centers.

AmSurg Corp. Sets Earnings Release and Conference Call Dates for Fourth Quarter 2013 Results
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2014-01-28 12:00:00NASHVILLE, Tenn.--(BUSINESS WIRE)--AmSurg Corp. (Nasdaq: AMSG) today announced it will release its fourth quarter and year-end 2013 financial results on Tuesday, February 25, 2014, after the market closes. The Company will also host a conference call at 9:00 a.m. Eastern Time on Wednesday, February 26, 2014. The live broadcast of AmSurg Corp.’s quarterly conference call will be available on-line by going to http://www.amsurg.com and clicking on the link to Investor Relations. The on-line replay will follow shortly after the call and continue for 30 days. AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At September 30, 2013, AmSurg owned and operated 243 centers.