SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   43
 
   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 September 30, 1997, AmSurg owned a majority
interest (51% or greater) in 35 surgery centers, owned a majority interest (60%
or greater) in two physician practices and had established and was the majority
owner (51%) of three start-up specialty physician networks. As of September 30,
1997, AHC owned 58% 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
Litigation Reform Act, 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 Litigation Reform
Act does not apply to initial public offerings. 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 identify suitable acquisition candidates and negotiate and close
acquisition transactions; 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; its ability to minimize
start-up losses of its development centers; 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 September 30, 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        NINE MONTHS
                                                                 DECEMBER 31,          ENDED
                                                              ------------------   SEPTEMBER 30,
                                                              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          5
New development centers placed in operation.................    5      2      3          6
Centers sold................................................   --     --     --         (3)
                                                               ==     ==     ==         ==
Centers in operation, end of period.........................   14     18     27         35
                                                               ==     ==     ==         ==
Centers under development, end of period....................    4     13     20         14
</TABLE>

    
 
   
     Twenty-seven of the surgery centers in operation as of September 30, 1997
perform gastrointestinal endoscopy procedures; five 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. The other partner or
member in each partnership or limited liability company is in each case an
entity owned by physicians who perform procedures at the center.
    
 
   
     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. The other partner in each partnership is an
entity owned by the principal physicians who provide professional medical
services to patients of the practice. All third party payor contracts under
which the two physician group practices provide professional services are
entered into by the group practice entity in which AmSurg is the general partner
and owns a majority interest.
    
 
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