SEC Filings

AMSURG CORP filed this Form 10-Q on 11/12/1997
Entire Document
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       AmSurg Corp. (the "Company") 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, the Company 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.

       On March 7, 1997, the Board of Directors of American Healthcorp, Inc.
("AHC"), the Company's majority shareholder, approved a plan to distribute on a
substantially tax-free basis all of the shares of the Company's common stock
owned by AHC to the holders of AHC common stock ("the Distribution"). The plan
of Distribution also includes effecting a one for three reverse stock split
prior to the Distribution. The principal purpose of the Distribution is to
enable the Company to have access to debt and equity capital markets as an
independent, publicly traded company in order to finance the development and
acquisition of ambulatory surgery centers and specialty physician networks. The
plan of Distribution has been amended based on discussions with the Internal
Revenue Service ("IRS") in response to AHC's requests for a favorable IRS ruling
on the Distribution. While the Distribution is subject to several conditions,
including the receipt of either a ruling from the IRS or legal opinions from
AHC's tax counsel on the substantially tax-free nature of the Distribution, the
Company anticipates that the Distribution will be completed during December

       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. In order for the
Company to utilize the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, investors are hereby cautioned that these
statements may be affected 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: the Company'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 at its development centers; and its ability to maintain
favorable relations with its physician partners.

       The components of changes in the number of surgery centers in operation
and centers under development during the three and nine month periods ended
September 30, 1997 and 1996 are as follows:

                                                      THREE MONTHS ENDED   NINE MONTHS ENDED
                                                         SEPTEMBER 30,       SEPTEMBER 30,
                                                      ------------------   -----------------
                                                        1997    1996         1997   1996
                                                        ----    ----         ----   ----
<S>                                                       <C>    <C>          <C>    <C>
Centers in operation, beginning of period                 31     19           27     18
New center acquisitions placed in operation                2      2            5      2
New development centers placed in operation                5      2            6      3
Centers sold                                              (3)    --           (3)    --
                                                         ---    ---          ---    ---
Centers in operation, end of period                       35     23           35     23
                                                         ===    ===          ===    ===
Centers under development, end of period                  14     15           14     15
                                                         ===    ===          ===    ===