SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
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adverse effect on AmSurg. There can be no assurances that further judicial or
agency interpretation of existing law or further legislative restrictions on
physician ownership of healthcare entities will not be issued which may have a
material adverse effect upon the financial condition and results of operations
of AmSurg. See "BUSINESS OF AMSURG -- Government Regulation -- Prohibition on
Physician Ownership of Healthcare Facilities."
     OTHER GOVERNMENT REGULATION.  All facets of the healthcare industry are
highly regulated at the federal and state levels. AmSurg's ability to be
profitable may be adversely affected by licensing and certification
requirements, reimbursement restrictions or reductions and other governmental
regulatory factors. In addition, AmSurg's ability to expand its services in the
future may be adversely affected by health planning laws, including certificate
of need requirements, at the state and/or federal level. A number of other
initiatives have developed during the past several years to reform various
aspects of the healthcare system in the United States. There can be no assurance
that current or future legislative initiatives or government regulation will not
have a material adverse effect on the financial condition or results of
operations of AmSurg or reduce the demand for its services. See "BUSINESS OF
AMSURG -- Government Regulation -- CONs and State Licensing; -- Corporate
Practice of Medicine; -- Insurance Laws."
     RISKS RELATED TO INTANGIBLE ASSETS.  As a result of purchase accounting for
AmSurg's various acquisition transactions, AmSurg's balance sheet at March 31,
1997 contains an intangible asset designated as excess of cost over net assets
of purchased operations totaling $34.8 million. Using an amortization period of
25 years, amortization expense relating to this intangible asset will be
approximately $1.5 million per year. Purchases of interests in practice-based
surgery centers or physician practices that result in the recognition of
additional intangible assets would cause amortization expense to increase
     On an ongoing basis, AmSurg evaluates, based upon projected undiscounted
cash flows, whether facts and circumstances indicate any impairment of value of
intangible assets and if the amortization period continues to be appropriate. As
the underlying facts and circumstances subsequent to the date of acquisition can
change, there can be no assurance that the value of such intangible assets will
be realized by AmSurg. Any determination that a significant impairment has
occurred would require the write-off of the impaired portion of unamortized
intangible assets, which could have a material adverse effect on AmSurg's
results of operations. In that regard, during the quarter ended March 31, 1997,
AmSurg recorded a $2.3 million impairment loss in connection with one
partnership. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations of AmSurg" and "Notes to the Consolidated Financial
Statements -- Note 10."
     COMPETITION.  The healthcare business is highly competitive and there are
other companies in the same or similar business of developing, acquiring and
operating practice-based ambulatory surgery centers, specialty physician
networks and physician practices, or who may decide to enter the practice-based
ambulatory surgery center business, the development of specialty physician
networks or the acquisition of physician practices, who have greater financial,
research, marketing and staff resources than AmSurg. In addition, AmSurg
competes with other healthcare providers for contracting with managed care
payors in each of its markets. There is no assurance AmSurg can compete
effectively with such entities. See "BUSINESS OF AMSURG -- Competition."
operating revenues and revenue growth was generated by AmSurg prior to the
Distribution. After the Distribution, AHC's business will consist of its
hospital-based diabetes treatment services business, the comprehensive
management of diabetes care for managed care organizations and other third-party
payors and the operation of arthritis and osteoporosis treatment centers. In the
last fiscal year, revenues from this business have been adversely affected by
termination of certain hospital contracts and development and implementation
costs applicable to DTCA's development of comprehensive diabetes disease
management products for the managed care industry. AHC's ability to generate
revenues and profits from its diabetes disease management contracts with managed
care organizations and other third-party payors is dependent primarily on its
ability to reduce overall healthcare costs for individuals with diabetes while
improving clinical outcomes for these individuals. While AHC believes that it
can reduce the healthcare costs and improve clinical outcomes for individuals
with diabetes