##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the Quarterly Period Ended March 31, 2009
 Commission File Number 000-22217
 AMSURG CORP.
 (Exact Name of Registrant as Specified in its Charter)
 Tennessee
    
    62-1493316(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)20 Burton Hills BoulevardNashville, TN
    
    37215(Address of principal executive offices)
    
    (Zip code)
 (615) 665-1283  (Registrants Telephone Number, Including Area Code)
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



Table of Contents to Form 10-Q for the Three Months Ended March 31, 2009
 Part IItem 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4. Controls and Procedures
    
    
    20Item 4T. Controls and Procedures
    
    
    20Part IIItem 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    21Item 3. Defaults Upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits
    
    
    21Signature
    
    
    22EX-11EX-31.1EX-31.2EX-32.1
  i




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##### Table of Contents



Part I
 
 Item 1. Financial Statements
 AmSurg Corp.
Consolidated Balance Sheets
March 31, 2009 (unaudited) and December 31, 2008
(Dollars in thousands)
 March 31,
    
    December 31,2009
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    31,389
    
    
    $
    31,548Accounts receivable, net of allowance of $11,998 and $11,757, respectively
    
    
    68,836
    
    
    
    63,602Supplies inventory
    
    
    7,914
    
    
    
    8,083Deferred income taxes
    
    
    1,847
    
    
    
    1,378Prepaid and other current assets
    
    
    13,034
    
    
    
    17,223Current assets held for sale
    
    
    52
    
    
    
    25Total current assets
    
    
    123,072
    
    
    
    121,859Long-term receivables and other assets
    
    
    63
    
    
    
    46Property and equipment, net
    
    
    111,148
    
    
    
    111,884Intangible assets, net
    
    
    697,534
    
    
    
    671,914Long-term assets held for sale
    
    
    177
    
    
    
    176Total assets
    
    $
    931,994
    
    
    $
    905,879Liabilities and Shareholders EquityCurrent liabilities:Current portion of long-term debt
    
    $
    6,029
    
    
    $
    6,801Accounts payable
    
    
    12,321
    
    
    
    14,240Accrued salaries and benefits
    
    
    13,771
    
    
    
    12,040Other accrued liabilities
    
    
    2,845
    
    
    
    3,246Income taxes payable
    
    
    3,349
    
    
    
    Total current liabilities
    
    
    38,315
    
    
    
    36,327Long-term debt
    
    
    271,903
    
    
    
    265,835Deferred income taxes
    
    
    59,709
    
    
    
    54,758Other long-term liabilities
    
    
    22,765
    
    
    
    22,416Commitments and contingenciesPreferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding
    
    
    
    
    
    
    Equity:Common stock, no par value, 70,000,000 shares authorized, 30,656,433 and 31,342,241
shares outstanding, respectively
    
    
    168,233
    
    
    
    177,624Deferred compensation
    
    
    (7,554
    )
    
    
    (5,432
    )Retained earnings
    
    
    303,704
    
    
    
    291,088Accumulated other comprehensive loss, net of income taxes
    
    
    (2,692
    )
    
    
    (2,851
    )Total AmSurg Corp. shareholders equity
    
    
    461,691
    
    
    
    460,429Noncontrolling interests
    
    
    77,611
    
    
    
    66,114Total equity
    
    
    539,302
    
    
    
    526,543Total liabilities and shareholders equity
    
    $
    931,994
    
    
    $
    905,879
  1




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Earnings (unaudited)
(In thousands, except earnings per share
 Three Months EndedMarch 31,2009
    
    2008Revenues
    
    $
    163,533
    
    
    $
    145,729Operating expenses:Salaries and benefits
    
    
    49,043
    
    
    
    42,442Supply cost
    
    
    19,876
    
    
    
    16,917Other operating expenses
    
    
    34,107
    
    
    
    30,141Depreciation and amortization
    
    
    5,659
    
    
    
    5,135Total operating expenses
    
    
    108,685
    
    
    
    94,635Operating income
    
    
    54,848
    
    
    
    51,094Interest expense, net of interest income
    
    
    2,027
    
    
    
    2,792Earnings from continuing operations before income taxes
    
    
    52,821
    
    
    
    48,302Income tax expense
    
    
    8,539
    
    
    
    7,915Net earnings from continuing operations, net of income tax expense
    
    
    44,282
    
    
    
    40,387Discontinued operations:Earnings from operations of discontinued interests in surgery centers, net of income
tax expense
    
    
    34
    
    
    
    320Net earnings
    
    
    44,316
    
    
    
    40,707Less net earnings attributable to noncontrolling interests:Net earnings from continuing operations
    
    
    31,679
    
    
    
    28,768Net earnings from discontinued operations
    
    
    21
    
    
    
    233Total net earnings attributable to noncontrolling interests
    
    
    31,700
    
    
    
    29,001Net earnings attributable to AmSurg Corp.
    
    $
    12,616
    
    
    $
    11,706Amounts attributable to AmSurg Corp. common shareholders:Earnings from continuing operations, net of tax
    
    $
    12,603
    
    
    $
    11,619Discontinued operations, net of tax
    
    
    13
    
    
    
    87Net earnings
    
    $
    12,616
    
    
    $
    11,706Earnings per share-basic:Net earnings from continuing operations attributable to AmSurg Corp. common
shareholders
    
    $
    0.40
    
    
    $
    0.37Net earnings from discontinued operations attributable to AmSurg Corp. common
shareholders
    
    
    
    
    
    
    Net earnings attributable to AmSurg Corp. common shareholders
    
    $
    0.40
    
    
    $
    0.37Earnings per share-diluted:Net earnings from continuing operations attributable to AmSurg Corp. common
shareholders
    
    $
    0.40
    
    
    $
    0.37Net earnings from discontinued operations attributable to AmSurg Corp. common
shareholders
    
    
    
    
    
    
    Net earnings attributable to AmSurg Corp. common shareholders
    
    $
    0.40
    
    
    $
    0.37Weighted average number of shares and share equivalents outstanding:Basic
    
    
    31,244
    
    
    
    31,298Diluted
    
    
    31,406
    
    
    
    31,790
  2




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Comprehensive Income (unaudited)
(In thousands
 Three Months EndedMarch 31,2009
    
    2008Net earnings
    
    $
    44,316
    
    
    $
    40,707Other comprehensive income, net of tax:Gain (loss) on interest rate swap, net of tax
    
    
    159
    
    
    
    (974
    )Comprehensive income, net of tax
    
    
    44,475
    
    
    
    39,733Less comprehensive income attributable to noncontrolling interests
    
    
    31,700
    
    
    
    29,001Comprehensive income attributable to AmSurg Corp.
    
    $
    12,775
    
    
    $
    10,732
  3




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Changes in Shareholders Equity
Three Months Ended March 31, 2009 and 2008 (unaudited)
(In thousands
 AccumulatedOtherCommon Stock
    
    Deferred
    
    Retained
    
    Comprehensive
    
    NoncontrollingShares
    
    Amount
    
    Compensation
    
    Earnings
    
    Loss
    
    Interests
    
    TotalBalance at December 31, 2008
    
    
    31,342
    
    
    $
    177,624
    
    
    $
    (5,432
    )
    
    $
    291,088
    
    
    $
    (2,851
    )
    
    $
    66,114
    
    
    $
    526,543Issuance of restricted
common stock
    
    
    152
    
    
    
    2,955
    
    
    
    (2,955
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred compensation
amortization
    
    
    
    
    
    
    
    
    
    
    656
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    656Cancellation of restricted
common stock
    
    
    (7
    )
    
    
    (177
    )
    
    
    177
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock repurchased
    
    
    (831
    )
    
    
    (12,587
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,587
    )Share-based compensation
    
    
    
    
    
    
    418
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    418Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,616
    
    
    
    
    
    
    
    31,700
    
    
    
    44,316Distribution to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,945
    )
    
    
    (29,945
    )Noncontrolling interests
in current period
acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,742
    
    
    
    9,742Gain on interest rate
swap, net of income tax
expense of $102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    159Balance at March 31, 2009
    
    
    30,656
    
    
    $
    168,233
    
    
    $
    (7,554
    )
    
    $
    303,704
    
    
    $
    (2,692
    )
    
    $
    77,611
    
    
    $
    539,302Balance at January 1, 2008
    
    
    31,203
    
    
    $
    172,536
    
    
    $
    (3,916
    )
    
    $
    244,042
    
    
    $
    (1,437
    )
    
    $
    62,006
    
    
    $
    473,231Issuance of restricted
common stock
    
    
    144
    
    
    
    3,564
    
    
    
    (3,564
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred compensation
amortization
    
    
    
    
    
    
    
    
    
    
    359
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    359Cancellation of restricted
common stock
    
    
    (2
    )
    
    
    (52
    )
    
    
    52
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    72
    
    
    
    1,139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,139Share-based compensation
    
    
    
    
    
    
    707
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    707Tax benefit related to
exercise of stock options
    
    
    
    
    
    
    271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,706
    
    
    
    
    
    
    
    29,001
    
    
    
    40,707Distribution to
noncontrolling interests,
net of capital
contribution of $321
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,618
    )
    
    
    (26,618
    )Noncontrolling interests
in current period
acquisitions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    696
    
    
    
    696Loss on interest rate
swap, net of income tax
benefit of $628
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (974
    )
    
    
    
    
    
    
    (974
    )Balance at March 31, 2008
    
    
    31,417
    
    
    $
    178,165
    
    
    $
    (7,069
    )
    
    $
    255,748
    
    
    $
    (2,411
    )
    
    $
    65,085
    
    
    $
    489,518
  4




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Cash Flows (unaudited)
(In thousands
 Three Months EndedMarch 31,2009
    
    2008Cash flows from operating activities:Net earnings
    
    $
    44,316
    
    
    $
    40,707Adjustments to reconcile net earnings to net cash flows provided by
operating activities:Distributions to noncontrolling interests
    
    
    (29,945
    )
    
    
    (26,939
    )Depreciation and amortization
    
    
    5,659
    
    
    
    5,135Share-based compensation
    
    
    1,074
    
    
    
    1,066Excess tax benefit from share-based compensation
    
    
    
    
    
    
    (271
    )Deferred income taxes
    
    
    3,734
    
    
    
    2,514Increase (decrease) in cash and cash equivalents, net of
effects of acquisitions and dispositions, due to changes in:Accounts receivable, net
    
    
    (4,568
    )
    
    
    (2,359
    )Supplies inventory
    
    
    225
    
    
    
    (132
    )Prepaid and other current assets
    
    
    2,652
    
    
    
    263Accounts payable
    
    
    764
    
    
    
    (1,793
    )Accrued expenses and other liabilities
    
    
    5,289
    
    
    
    2,982Other, net
    
    
    167
    
    
    
    322Net cash flows provided by operating activities
    
    
    29,367
    
    
    
    21,495Cash flows from investing activities:Acquisition of interests in surgery centers
    
    
    (16,326
    )
    
    
    (7,897
    )Acquisition of property and equipment
    
    
    (7,420
    )
    
    
    (4,535
    )Net repayment of notes receivables
    
    
    1,522
    
    
    
    625Net cash flows used in investing activities
    
    
    (22,224
    )
    
    
    (11,807
    )Cash flows from financing activities:Proceeds from long-term borrowings
    
    
    25,950
    
    
    
    10,956Repayment on long-term borrowings
    
    
    (20,663
    )
    
    
    (28,206
    )Proceeds from issuance of common stock upon exercise of stock options
    
    
    
    
    
    
    1,139Repurchase of common stock
    
    
    (12,587
    )
    
    
    Proceeds from capital contributions by noncontrolling interests
    
    
    
    
    
    
    321Excess tax benefit from share-based compensation
    
    
    
    
    
    
    271Financing cost incurred
    
    
    (2
    )
    
    
    (6
    )Net cash flows used in financing activities
    
    
    (7,302
    )
    
    
    (15,525
    )Net decrease in cash and cash equivalents
    
    
    (159
    )
    
    
    (5,837
    )Cash and cash equivalents, beginning of period
    
    
    31,548
    
    
    
    29,953Cash and cash equivalents, end of period
    
    $
    31,389
    
    
    $
    24,116
  5




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements
 (1) Basis of Presentation
  Noncontrolling Interests in Consolidated Financial
Statements, an Amendment of Accounting Research Bulletin No. 51.
      (2) Use of Estimates
  6




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
   (3) Revenue Recognition
  .
 (4) Stock Incentive Plans
     WeightedNumber
    
    Averageof
    
    GrantShares
    
    PriceNon-vested shares at December 31, 2008
    
    
    327,751
    
    
    $
    23.83Shares granted
    
    
    152,347
    
    
    
    19.40Shares vested
    
    
    
    
    
    
    Shares forfeited
    
    
    (7,438
    )
    
    
    23.79Non-vested shares at March 31, 2009
    
    
    472,660
    
    
    $
    22.40
 7




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
   WeightedAverageWeighted
    
    RemainingNumber
    
    Average
    
    Contractualof
    
    Exercise
    
    TermShares
    
    Price
    
    (in years)Outstanding at December 31, 2008
    
    
    3,275,803
    
    
    $
    22.23
    
    
    
    6.1Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options terminated
    
    
    (28,604
    )
    
    $
    22.80Outstanding at March 31, 2009 with aggregate intrinsic value
of $423,000
    
    
    3,247,199
    
    
    $
    22.23
    
    
    
    5.8Vested or expected to vest at March 31, 2009 with aggregate intrinsic value
of $423,000
    
    
    3,149,783
    
    
    $
    22.19
    
    
    
    5.7Exercisable at March 31, 2009 with aggregate intrinsic value
of $423,000
    
    
    2,481,026
    
    
    $
    21.93
    
    
    
    5.2
   Three MonthsEndedMarch 31,2008Applied assumptions:Expected term/life of options in years
    
    
    5.1Forfeiture rate
    
    
    Average risk-free interest rate
    
    
    2.7
    %Volatility rate
    
    
    31.9
    %Dividends
    
    
    
  (5) Acquisitions and Dispositions
 Business Combinations, Business Combinations.
 8




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  March 31, 2009,
  Accounts receivable, net of allowance of $145
    
    $
    597Prepaid and other current assets
    
    
    68Property and equipment
    
    
    380Accounts payable
    
    
    (131
    )Goodwill (approximately $15,900 deductible for tax purposes)
    
    
    25,124Total fair value
    
    
    26,038Less: Fair value attributable to noncontrolling interests
    
    
    9,712Acquisition date fair value of total consideration transferred
    
    $
    16,326
 Fair Value Measurements.
   Three MonthsEndedMarch 31, 2009Revenues
    
    $
    1,720Net earnings
    
    
    670Less: Net earnings attributable to noncontrolling interests
    
    
    330Net earnings attributable to AmSurg Corp.
    
    $
    340
 9




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  2009
    
    2008Revenues
    
    $
    163,738
    
    
    $
    165,648Net earnings
    
    
    44,336
    
    
    
    45,741Amounts attributable to AmSurg Corp. common shareholders:Net earnings from continuing operations
    
    
    12,605
    
    
    
    12,863Net earnings
    
    
    12,618
    
    
    
    12,950Net earnings from continuing operations per common share:Basic
    
    $
    0.40
    
    
    $
    0.41Diluted
    
    $
    0.40
    
    
    $
    0.41Net earnings:Basic
    
    $
    0.40
    
    
    $
    0.40Diluted
    
    $
    0.40
    
    
    $
    0.41Weighted average number of shares and share equivalents:Basic
    
    
    31,244
    
    
    
    31,298Diluted
    
    
    31,406
    
    
    
    31,790
  (6) Intangible Assets
  March 31, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    
    
    
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Net
    
    Amount
    
    Amortization
    
    NetDeferred financing cost
    
    $
    2,746
    
    
    $
    (2,090
    )
    
    $
    656
    
    
    $
    2,744
    
    
    $
    (2,018
    )
    
    $
    726Customer and non-compete
agreements
    
    
    3,180
    
    
    
    (1,468
    )
    
    
    1,712
    
    
    
    3,180
    
    
    
    (1,418
    )
    
    
    1,762Total amortizable
intangible assets
    
    $
    5,926
    
    
    $
    (3,558
    )
    
    $
    2,368
    
    
    $
    5,924
    
    
    $
    (3,436
    )
    
    $
    2,488
   Three Months EndedMarch 31,2009
    
    2008Balance, beginning of period
    
    $
    661,693
    
    
    $
    546,915Goodwill acquired and adjusted during period
    
    
    25,740
    
    
    
    7,094Goodwill disposed or held for sale during period
    
    
    
    
    
    
    (876
    )Balance, end of period
    
    $
    687,433
    
    
    $
    553,133
  10




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (7) Long-term Debt
  (8) Derivative Instruments
 Disclosures about Derivative Instruments and Hedging
Activities.
 Accounting for Derivative
Investments and Hedging Activities,
  Asset Derivatives March 31,
    

    Liability Derivatives March 31,2009
    
    2008
    
    2009
    
    2008Balance
    
    
    
    
    
    Balance
    
    
    
    
    
    Balance
    
    
    
    
    
    BalanceSheet
    
    Fair
    
    Sheet
    
    Fair
    
    Sheet
    
    Fair
    
    Sheet
    
    FairLocation
    
    Value
    
    Location
    
    Value
    
    Location
    
    Value
    
    Location
    
    ValueDerivatives designated
as hedging instruments under
    
    Other
    
    
    
    
    
    Other
    
    
    
    
    
    Other
    
    
    
    
    
    OtherStatement 133
    
    assets, net
    
    $
    
    
    
    assets, net
    
    $
    
    
    
    long-term liabilities
    
    $
    4,428
    
    
    long-term liabilities
    
    $
    3,966
 (9) Fair Value Measurements
  11




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Fair Value Measurements atReporting Date Using:Quoted Pricesin Active
    
    
    SignificantMarkets for
    
    
    Other
    
    
    SignificantMarch 31,
    
    
    Identical
    
    
    Observable
    
    
    Unobservable2009
    
    
    Assets
    
    
    Inputs
    
    
    InputsAssets:Supplemental executive
retirement savings plan
investments
    
    $
    3,222
    
    
    $
    
    
    
    $
    3,222
    
    
    $
    Liabilities:Supplemental executive
retirement savings plan
obligations
    
    $
    2,974
    
    
    $
    
    
    
    $
    2,974
    
    
    $
    Interest rate swap agreement
    
    
    4,428
    
    
    
    
    
    
    
    4,428
    
    
    
    Total liabilities
    
    $
    7,402
    
    
    $
    
    
    
    $
    7,402
    
    
    $
    
  (10) Income Taxes
 Accounting for Uncertainty in
Income Taxes  an Interpretation of SFAS No. 109, Accounting for
Income Taxes.
  (11) Commitments and Contingencies
    12




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (12) Recent Accounting Pronouncements
 Interim Disclosures about Fair Value of Financial Instruments,
 (13) Subsequent Events
  13




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
  
 
    
    adverse impacts on our business associated with current and future economic conditions;
    
    the risk that payments from third-party payors, including government healthcare
programs, may decrease or not increase as our costs increase;
    
    adverse developments affecting the medical practices of our physician partners;
    
    our ability to maintain favorable relations with our physician partners;
    
    our ability to acquire and develop additional surgery centers on favorable terms;
    
    our ability to grow revenues by increasing procedure volume while maintaining operating
margins and profitability at our existing centers;
    
    our ability to manage the growth in our business;
    
    our ability to obtain sufficient capital resources to complete acquisitions and develop
new surgery centers;
    
    our ability to compete for physician partners, managed care contracts, patients and
strategic relationships;
    
    adverse weather and other factors beyond our control that may affect our surgery
centers;
    
    our failure to comply with applicable laws and regulations;
    
    the risk of changes in legislation, regulations or regulatory interpretations that may
negatively affect us;
    
    the risk of becoming subject to federal and state investigation;
    
    the risk of regulatory changes that may obligate us to buy out the ownership interests
of physicians who are minority owners of our surgery centers;
    
    potential liabilities associated with our status as a general partner of limited
partnerships;
    
    liabilities for claims brought against our facilities;
    
    our legal responsibility to minority owners of our surgery centers, which may conflict
with our interests and prevent us from acting solely in our best interests;
    
    risks associated with the potential write-off of the impaired portion of intangible
assets; and
    
    potential liabilities relating to the tax deductibility of goodwill.
 14




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 Overview
  Three Months EndedMarch 31,2009
    
    
    2008Centers in operation, beginning of period
    
    
    190
    
    
    
    176New center acquisitions placed in operation
    
    
    3
    
    
    
    2New development centers placed in operation
    
    
    
    
    
    
    Centers held for sale
    
    
    (1
    )
    
    
    (1
    )Centers in operation, end of period
    
    
    192
    
    
    
    177Centers under development, end of period
    
    
    3
    
    
    
    2Development centers awaiting regulatory approval, end of period
    
    
    
    
    
    
    1Average number of continuing centers in operation, during period
    
    
    192
    
    
    
    177Centers under letter of intent, end of period
    
    
    1
    
    
    
    3
   Sources of Revenues
    
    
    ASCs are paid based upon a percentage of the payments to hospital outpatient departments
pursuant to the hospital outpatient prospective payment system;
    
    a scheduled phase in of the revised rates over four years, beginning January 1, 2008;
and
    
    planned annual increases in the ASC rates beginning in 2010 based on the consumer price
index, or CPI.
  15




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
     Critical Accounting Policies
  Results of Operations
     16




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
    
 Three Months EndedMarch 31,2009
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Salaries and benefits
    
    
    30.0
    
    
    
    29.1Supply cost
    
    
    12.1
    
    
    
    11.6Other operating expenses
    
    
    20.9
    
    
    
    20.7Depreciation and amortization
    
    
    3.5
    
    
    
    3.5Total operating expenses
    
    
    66.5
    
    
    
    64.9Operating income
    
    
    33.5
    
    
    
    35.1Interest expense, net of interest income
    
    
    1.2
    
    
    
    2.0Earnings from continuing operations before income taxes
    
    
    32.3
    
    
    
    33.1Income tax expense
    
    
    5.2
    
    
    
    5.4Net earnings from continuing operations, net of income tax expense
    
    
    27.1
    
    
    
    27.7Discontinued operations:Earnings from operations of discontinued interests in surgery centers, net of income
tax expense
    
    
    
    
    
    
    0.2Net earnings
    
    
    27.1
    
    
    
    27.9Less net earnings attributable to noncontrolling interests:Net earnings
attributable to AmSurg Corp.
    
    
    19.4
    
    
    
    19.7Discontinued operations
    
    
    
    
    
    
    0.2Total net earnings attributable to noncontrolling interests
    
    
    19.4
    
    
    
    19.9Net earnings
attributable to AmSurg Corp.
    
    
    7.7
    %
    
    
    8.0
    %Amounts attributable to AmSurg Corp. common shareholders:Earnings from continuing operations, net of tax
    
    
    7.7
    %
    
    
    8.0
    %Discontinued operations, net of tax
    
    
    
    
    
    
    Net earnings
    
    
    7.7
    %
    
    
    8.0
    %
 17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  
    
    centers acquired or opened in 2008, which contributed $16.6 million of additional
revenues due to having a full period of operations in 2009; and
    
    centers acquired and opened in 2009, which generated $1.2 million in revenues.
    
    
    centers acquired or opened during 2008, which resulted in an increase of $3.1 million in
other operating expenses;
    
    an increase of $450,000 in other operating expenses at our 2009 same-center group
resulting primarily from additional procedure volume and general inflationary cost
increases; and
    
    centers acquired and opened during 2009, which resulted in an increase of $230,000 in
other operating expenses.
       18




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 Liquidity and Capital Resources
    
    
    $16.3 million for acquisitions of interests in ASCs;
    
    $6.3 million for new or replacement property at existing surgery centers; and
    
    $1.1 million for surgery centers under development.
     Recent Accounting Pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities.
 Interim Disclosures about Fair Value of Financial Instruments,
 19




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 Item 4T. Controls and Procedures
  20




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##### Table of Contents



Part II
 
 Item 1 Legal Proceedings
  
 Item 1A Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Issuer Purchases of Equity Securities (1)(d) Maximum Number(c) Total Number of
    
    (or ApproximateShares (or Units)
    
    Dollar Value) of(b) Average
    
    Purchased as Part
    
    Shares (or Units)(a) Total Number of
    
    Price Paid
    
    of Publicly
    
    That May Yet BeShares
    
    per Share
    
    Announced Plans or
    
    Purchased Under thePeriod
    
    (or Units) Purchased
    
    (or Unit)
    
    Programs
    
    Plans or ProgramsJanuary 1, 2009 through
January 31, 2009
    
    
    
    
    
    $
    
    
    
    
    517,052
    
    
    $
    12,590,000February 1, 2009 through
February 28, 2009
    
    
    
    
    
    
    
    
    
    
    517,052
    
    
    
    12,590,000March 1, 2009 through
March 31, 2009
    
    
    830,717
    
    
    
    15.11
    
    
    
    1,347,769
    
    
    
    Total
    
    
    830,717
    
    
    $
    15.11
    
    
    
    1,347,769
    
    
    $
    
 (1)
    
    On September 30, 2008, we announced that our board of directors had authorized a stock
repurchase program, allowing for the purchase of up to $25,000,000 of our outstanding common
stock over a 12 month period. We purchased $12,410,000 of our outstanding common stock in
October 2008 and November 2008 under the program. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  11
    
    Earnings Per Share31.1
    
    Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)31.2
    
    Certification of Executive Vice President and Chief Financial Officer pursuant to
Rule 13a-14(a)32.1
    
    Section 1350 Certification
 21




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Signature
  AMSURG CORP.Date:      May 8, 2009
    By:
    /s/ Claire M. GulmiClaire M. GulmiExecutive Vice President and
Chief Financial Officer of the Company
(Principal Financial and Duly Authorized Officer) 22