SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
<PAGE>   40
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                              OPERATIONS OF AMSURG
 
OVERVIEW
 
   
     AmSurg develops, acquires and operates practice-based ambulatory surgery
centers in partnership with physician practice groups through partnerships and
limited liability companies. As of March 31, 1997, AmSurg owned a majority
interest in 28 surgery centers, operated another center pursuant to a management
agreement, owned a majority interest in two physician practices and had
established and was the majority owner of three start-up specialty physician
networks. As of March 31, 1997, AHC owned 59% of the common stock of AmSurg.
    
 
   
     Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements which are based upon current
expectations and involve a number of risks and uncertainties. These statements
which have been included in reliance on the "safe harbor" provisions of the
Private Litigation Reform Act of 1995, may be affected by the risk factors set
forth in this Information Statement and by the important factors, among others,
set forth below, and consequently, actual operations and results may differ
materially from those expressed in these forward-looking statements. The
important factors include: AmSurg's ability to enter into partnership or
operating agreements for new practice-based ambulatory surgery centers and new
specialty physician networks; its ability to contract with managed care payors
for its existing centers and its centers that are currently under development;
its ability to obtain and retain appropriate licensing approvals for its
existing centers and centers currently under development; and its ability to
maintain favorable relations with its physician partners. See "RISK
FACTORS -- Risks Associated with Forward-Looking Statements."
    
 
   
     The following table presents the components of changes in the number of
surgery centers in operation and centers under development at the end of fiscal
1994, 1995 and 1996 and at March 31, 1997. A center is deemed to be under
development when a partnership or limited liability company has been formed with
the physician group partner to develop the center.
    
 
   

<TABLE>
<CAPTION>
                                                                  YEAR ENDED       THREE MONTHS
                                                                 DECEMBER 31,         ENDED
                                                              ------------------    MARCH 31,
                                                              1994   1995   1996       1997
                                                              ----   ----   ----   ------------
<S>                                                           <C>    <C>    <C>    <C>
Centers in operation, beginning of period...................    6     14     18         27
New center acquisitions placed in operation.................    3      2      6          2
New development centers placed in operation.................    5      2      3         --
                                                               --     --     --         --
Centers in operation, end of period.........................   14     18     27         29
                                                               ==     ==     ==         ==
Centers under development, end of period....................    4     13     20         20
</TABLE>

    
 
   
     Twenty-two of the surgery centers in operation as of March 31, 1997 perform
gastrointestinal endoscopy procedures; four centers perform ophthalmology
procedures; one center performs otolaryngology procedures; one center performs
orthopaedic procedures; and one center performs ophthalmology, urology, general
surgery and otolaryngology procedures. In addition, on January 31, 1996, AmSurg
acquired a 70% interest in the assets of a gastroenterology and primary care
physician practice located in Miami, Florida and associated with a surgery
center in which AmSurg already held an ownership interest. On January 1, 1997,
AmSurg acquired a 60% interest in the assets of a urology practice and currently
has a surgery center under development with this same practice. While AmSurg
generally owns 51% to 70% of the entities that own the surgery center or
physician group practice, AmSurg's consolidated statements of operations include
100% of the results of operations of the entities, reduced by the minority
partners' share of the net income or loss of the surgery center/practice
entities.
    
 
   
     The limited partnerships and limited liability companies formed by AmSurg
own and operate the AmSurg surgery centers, with the exception of one center in
which AmSurg has no ownership interest but which is operated by AmSurg under a
management agreement. The other partner or member in each partnership and
limited liability company is in each case an entity owned by physicians who
perform procedures at the center.
    
 
                                       33