SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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     AmSurg and its affiliated physician groups may in the future enter into
contracts with managed care organizations, such as HMOs, whereby AmSurg and its
affiliated physician groups would assume risk in connection with providing
healthcare services under capitation arrangements. If AmSurg or its affiliated
physician groups are considered to be in the business of insurance as a result
of entering into such risk sharing arrangements, they could become subject to a
variety of regulatory and licensing requirements applicable to insurance
companies or HMOs, which could have a material adverse effect on AmSurg's
ability to enter into such contracts. See "BUSINESS OF AMSURG -- Government
Regulation -- Insurance Laws."
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."
     RISKS RELATED TO INTANGIBLE ASSETS.  As a result of purchase accounting for
AmSurg's various acquisition transactions, AmSurg's balance sheet at September
30, 1997 contains an intangible asset designated as excess of cost over net
assets of purchased operations totaling $41.0 million. Using an amortization
period of 25 years, amortization expense relating to this intangible asset will
be approximately $1.8 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 nine months ended September
30, 1997, AmSurg recorded an 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 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 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