##### 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 June 30, 2008
 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
  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 Six Months Ended June 30, 2008
 Part IItem 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18Item 4T. Controls and Procedures
    
    
    18Part IIItem 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    19Item 3. Defaults Upon Senior Securities
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    19Item 5. Other Information
    
    
    19Item 6. Exhibits
    
    
    20Signature
    
    
    21EX-11 EARNINGS PER SHAREEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO
  i




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##### Table of Contents



Part I
 
 Item 1. Financial Statements
 AmSurg Corp.
Consolidated Balance Sheets
June 30, 2008 (unaudited) and December 31, 2007
(Dollars in thousands)
 June 30,
    
    December 31,2008
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    24,319
    
    
    $
    29,953Accounts receivable, net of allowance of $9,328 and $8,310, respectively
    
    
    64,960
    
    
    
    61,284Supplies inventory
    
    
    7,441
    
    
    
    6,882Deferred income taxes
    
    
    1,559
    
    
    
    1,354Prepaid and other current assets
    
    
    17,391
    
    
    
    18,509Current assets held for sale
    
    
    163
    
    
    
    Total current assets
    
    
    115,833
    
    
    
    117,982Long-term receivables and other assets
    
    
    348
    
    
    
    1,653Property and equipment, net
    
    
    102,499
    
    
    
    104,874Intangible assets, net
    
    
    577,612
    
    
    
    557,125Long-term assets held for sale
    
    
    2,613
    
    
    
    Total assets
    
    $
    798,905
    
    
    $
    781,634Liabilities and Shareholders EquityCurrent liabilities:Current portion of long-term debt
    
    $
    4,993
    
    
    $
    5,781Accounts payable
    
    
    10,263
    
    
    
    12,703Accrued salaries and benefits
    
    
    13,090
    
    
    
    12,415Other accrued liabilities
    
    
    2,847
    
    
    
    2,291Income taxes payable
    
    
    
    
    
    
    1,000Current liabilities held for sale
    
    
    616
    
    
    
    Total current liabilities
    
    
    31,809
    
    
    
    34,190Long-term debt
    
    
    198,620
    
    
    
    216,822Deferred income taxes
    
    
    48,223
    
    
    
    41,990Other long-term liabilities
    
    
    14,522
    
    
    
    15,401Long-term liabilities held for sale
    
    
    184
    
    
    
    Commitments and contingenciesMinority interest
    
    
    65,453
    
    
    
    62,006Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding
    
    
    
    
    
    
    Shareholders equity:Common stock, no par value 70,000,000 shares authorized, 31,516,921 and 31,202,629
shares outstanding, respectively
    
    
    181,039
    
    
    
    172,536Deferred compensation
    
    
    (6,544
    )
    
    
    (3,916
    )Retained earnings, net of ($634) cumulative adjustment to beginning retained
earnings on January 1, 2007 for change in accounting for uncertainty in income
taxes
    
    
    266,992
    
    
    
    244,042Accumulated other comprehensive loss, net of income taxes
    
    
    (1,393
    )
    
    
    (1,437
    )Total shareholders equity
    
    
    440,094
    
    
    
    411,225Total liabilities and shareholders equity
    
    $
    798,905
    
    
    $
    781,634
  1




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Earnings (unaudited)
Three Months and Six Months Ended June 30, 2008 and 2007
(In thousands, except earnings per share
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    $
    152,105
    
    
    $
    128,406
    
    
    $
    299,210
    
    
    $
    252,097Operating expenses:Salaries and benefits
    
    
    43,999
    
    
    
    37,231
    
    
    
    86,893
    
    
    
    74,622Supply cost
    
    
    17,786
    
    
    
    14,566
    
    
    
    34,798
    
    
    
    28,533Other operating expenses
    
    
    30,759
    
    
    
    27,229
    
    
    
    61,213
    
    
    
    51,404Depreciation and amortization
    
    
    5,303
    
    
    
    4,589
    
    
    
    10,533
    
    
    
    9,131Total operating expenses
    
    
    97,847
    
    
    
    83,615
    
    
    
    193,437
    
    
    
    163,690Operating income
    
    
    54,258
    
    
    
    44,791
    
    
    
    105,773
    
    
    
    88,407Minority interest
    
    
    30,879
    
    
    
    25,638
    
    
    
    59,992
    
    
    
    50,599Interest expense, net of interest income
    
    
    2,509
    
    
    
    2,160
    
    
    
    5,311
    
    
    
    4,609Earnings from continuing operations before income taxes
    
    
    20,870
    
    
    
    16,993
    
    
    
    40,470
    
    
    
    33,199Income tax expense
    
    
    8,322
    
    
    
    6,359
    
    
    
    16,176
    
    
    
    12,802Net earnings from continuing operations
    
    
    12,548
    
    
    
    10,634
    
    
    
    24,294
    
    
    
    20,397Discontinued operations:(Loss) earnings from operations of discontinued
interests in surgery centers, net of income tax expense
    
    
    (115
    )
    
    
    411
    
    
    
    (155
    )
    
    
    925(Loss) gain on disposal of discontinued interests in
surgery centers, net of income tax (benefit) expense
    
    
    (1,189
    )
    
    
    147
    
    
    
    (1,189
    )
    
    
    147Net (loss) earnings from discontinued operation
    
    
    (1,304
    )
    
    
    558
    
    
    
    (1,344
    )
    
    
    1,072Net earnings
    
    $
    11,244
    
    
    $
    11,192
    
    
    $
    22,950
    
    
    $
    21,469Basic earnings per common share:Net earnings from continuing operations
    
    $
    0.40
    
    
    $
    0.35
    
    
    $
    0.77
    
    
    $
    0.67Net earnings
    
    $
    0.36
    
    
    $
    0.37
    
    
    $
    0.73
    
    
    $
    0.71Diluted earnings per common share:Net earnings from continuing operations
    
    $
    0.39
    
    
    $
    0.34
    
    
    $
    0.76
    
    
    $
    0.66Net earnings
    
    $
    0.35
    
    
    $
    0.36
    
    
    $
    0.72
    
    
    $
    0.70Weighted average number of shares and share equivalents
outstanding:Basic
    
    
    31,479
    
    
    
    30,541
    
    
    
    31,388
    
    
    
    30,294Diluted
    
    
    31,962
    
    
    
    31,085
    
    
    
    31,876
    
    
    
    30,795
  2




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Comprehensive Income (unaudited)
Three Months and Six Months Ended June 30, 2008 and 2007
(In thousands
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Net earnings
    
    $
    11,244
    
    
    $
    11,192
    
    
    $
    22,950
    
    
    $
    21,469Other comprehensive income:Gain on interest rate swap, net of income tax expense
    
    
    1,018
    
    
    
    522
    
    
    
    44
    
    
    
    398Comprehensive income, net of tax
    
    $
    12,262
    
    
    $
    11,714
    
    
    $
    22,994
    
    
    $
    21,867
  3




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Cash Flows (unaudited)
Six Months Ended June 30, 2008 and 2007
(In thousands
 Six Months EndedJune 30,2008
    
    2007Cash flows from operating activities:Net earnings
    
    $
    22,950
    
    
    $
    21,469Adjustments to reconcile net earnings to net cash flows provided by
operating activities:Minority interest
    
    
    59,992
    
    
    
    50,599Distributions to minority partners
    
    
    (56,857
    )
    
    
    (49,352
    )Depreciation and amortization
    
    
    10,533
    
    
    
    9,131Net loss on sale and impairment of long-lived assets
    
    
    861
    
    
    
    1,066Share-based compensation
    
    
    2,408
    
    
    
    2,272Excess tax benefit from share-based compensation
    
    
    (478
    )
    
    
    (1,924
    )Deferred income taxes
    
    
    5,932
    
    
    
    3,410Increase (decrease) in cash and cash equivalents, net of effects of
acquisitions and dispositions, due to changes in:Accounts receivable, net
    
    
    (2,899
    )
    
    
    (4,193
    )Supplies inventory
    
    
    (174
    )
    
    
    208Prepaid and other current assets
    
    
    1,100
    
    
    
    627Accounts payable
    
    
    (1,803
    )
    
    
    (2,381
    )Accrued expenses and other liabilities
    
    
    188
    
    
    
    1,596Other, net
    
    
    65
    
    
    
    940Net cash flows provided by operating activities
    
    
    41,818
    
    
    
    33,468Cash flows from investing activities:Acquisition of interests in surgery centers
    
    
    (23,597
    )
    
    
    (48,867
    )Acquisition of property and equipment
    
    
    (9,438
    )
    
    
    (10,202
    )Proceeds from sale of surgery center
    
    
    
    
    
    
    1,659Decrease in long-term receivables
    
    
    1,250
    
    
    
    1,071Net cash flows used in investing activities
    
    
    (31,785
    )
    
    
    (56,339
    )Cash flows from financing activities:Proceeds from long-term borrowings
    
    
    35,156
    
    
    
    55,269Repayment on long-term borrowings
    
    
    (54,829
    )
    
    
    (44,609
    )Proceeds from issuance of common stock upon exercise of stock options
    
    
    2,989
    
    
    
    8,608Proceeds from capital contributions by minority partners
    
    
    548
    
    
    
    32Excess tax benefit from share-based compensation
    
    
    478
    
    
    
    1,924Financing cost incurred
    
    
    (9
    )
    
    
    (6
    )Net cash flows (used in) provided by financing activities
    
    
    (15,667
    )
    
    
    21,218Net decrease in cash and cash equivalents
    
    
    (5,634
    )
    
    
    (1,653
    )Cash and cash equivalents, beginning of period
    
    
    29,953
    
    
    
    20,083Cash and cash equivalents, end of period
    
    $
    24,319
    
    
    $
    18,430
  4




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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
       (2) Use of Estimates
   5




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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, 2007
    
    
    193,999
    
    
    $
    23.13Shares granted
    
    
    148,159
    
    
    
    24.79Shares vested
    
    
    (4,004
    )
    
    
    25.00Shares forfeited
    
    
    (5,467
    )
    
    
    23.70Non-vested shares at June 30, 2008
    
    
    332,687
    
    
    $
    23.83
  6




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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, 2007
    
    
    3,674,474
    
    
    $
    21.72
    
    
    
    6.7Options granted
    
    
    204,781
    
    
    
    24.75Options exercised with aggregate intrinsic value of $1,392,000
    
    
    (171,600
    )
    
    
    17.50Options terminated
    
    
    (52,216
    )
    
    
    23.78Outstanding at June 30, 2008 with aggregate intrinsic value
of $9,802,000
    
    
    3,655,439
    
    
    $
    22.06
    
    
    
    6.5Vested or expected to vest at June 30, 2008 with aggregate intrinsic value
of $9,630,000
    
    
    3,545,776
    
    
    $
    22.00
    
    
    
    6.4Exercisable at June 30, 2008 with aggregate intrinsic value
of $8,110,000
    
    
    2,495,545
    
    
    $
    21.50
    
    
    
    5.7
   Six Months EndedJune 30,2008
    
    2007Applied assumptions:Expected term/life of options in years
    
    
    5.1
    
    
    
    4.8Forfeiture rate
    
    
    
    
    
    
    0.1
    %Average risk-free interest rate
    
    
    2.7
    %
    
    
    4.8
    %Volatility rate
    
    
    31.9
    %
    
    
    34.4
    %Dividends
    
    
    
    
    
    
    
  (5) Acquisitions and Dispositions
   7




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    $
    653
    
    
    $
    3,636
    
    
    $
    1,380
    
    
    $
    7,559(Loss) earnings before income taxes
    
    
    (190
    )
    
    
    677
    
    
    
    (255
    )
    
    
    1,522Net (loss) earnings
    
    
    (115
    )
    
    
    411
    
    
    
    (155
    )
    
    
    925
 (6) Intangible Assets
  June 30, 2008
    
    December 31, 2007Gross
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    
    
    
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Net
    
    Amount
    
    Amortization
    
    NetDeferred financing cost
    
    $
    2,712
    
    
    
    ($1,875
    )
    
    $
    837
    
    
    $
    2,703
    
    
    
    ($1,738
    )
    
    $
    965Customer and non-compete
agreements
    
    
    3,180
    
    
    
    (1,318
    )
    
    
    1,862
    
    
    
    3,180
    
    
    
    (1,218
    )
    
    
    1,962Total amortizable
intangible assets
    
    $
    5,892
    
    
    
    ($3,193
    )
    
    $
    2,699
    
    
    $
    5,883
    
    
    
    ($2,956
    )
    
    $
    2,927
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Balance, beginning of period
    
    $
    553,133
    
    
    $
    438,756
    
    
    $
    546,915
    
    
    $
    397,147Goodwill acquired during period
    
    
    15,391
    
    
    
    10,315
    
    
    
    22,485
    
    
    
    51,924Goodwill disposed or held for sale during period
    
    
    (944
    )
    
    
    (1,051
    )
    
    
    (1,820
    )
    
    
    (1,051
    )Balance, end of period
    
    $
    567,580
    
    
    $
    448,020
    
    
    $
    567,580
    
    
    $
    448,020
  (7) Long-term Debt
  8




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Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Accounting for Derivative Investments and Hedging Activities,
 (8) Fair Value Measurements
 Fair
Value Measurements.
  Fair Value Measurements atReporting Date Using:Quoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantJune 30,
    
    Identical
    
    Observable
    
    Unobservable2008
    
    Assets
    
    Inputs
    
    InputsAssets:Supplemental executive
retirement savings plan
investments
    
    $
    4,232
    
    
    $
    
    
    
    $
    4,232
    
    
    $
    Liabilities:Supplemental executive
retirement savings plan
obligations
    
    $
    3,971
    
    
    $
    
    
    
    $
    3,971
    
    
    $
    Interest rate swap agreement
    
    
    2,292
    
    
    
    
    
    
    
    2,292
    
    
    
    Total liabilities
    
    $
    6,263
    
    
    $
    
    
    
    $
    6,263
    
    
    $
    
  (9) Income Taxes
 Accounting for Uncertainty in
Income Taxes  an interpretation of SFAS No. 109, Accounting for
Income Taxes.
 9




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
   (10) Commitments and Contingencies
    (11) Recent Accounting Pronouncements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51.
 Business Combinations, Business Combinations.
 10




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Disclosures about Derivative Instruments and Hedging
Activities
 (12) Subsequent Event
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
   
    
    the risk that payments from third-party payors, including government healthcare
programs, may decrease or not increase as our costs increase;
    
    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 our
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;
    
    risks associated with weather and other factors that may affect our surgery centers
located in Florida;
    
    risks associated with judicial, regulatory and legislative developments in New Jersey;
    
    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 interests of physicians
who are minority owners of our surgery centers;
    
    risks associated with our status as a general partner of limited partnerships;
    
    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 write-off of the impaired portion of intangible assets; and
    
    risks associated with the tax deductibility of goodwill.
 12




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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 Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Procedures
    
    
    282,205
    
    
    
    236,234
    
    
    
    552,808
    
    
    
    463,824Centers in operation, beginning of period
    
    
    177
    
    
    
    163
    
    
    
    176
    
    
    
    156New center acquisitions placed in operation
    
    
    2
    
    
    
    2
    
    
    
    4
    
    
    
    9New development centers placed in operation
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Centers disposed
    
    
    (2
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (1
    )Centers held for sale
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
    
    
    Centers in operation, end of period
    
    
    176
    
    
    
    165
    
    
    
    176
    
    
    
    165Centers under development, end of period
    
    
    3
    
    
    
    4
    
    
    
    3
    
    
    
    4Development centers awaiting regulatory approval, end of period
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Average number of continuing centers in operation, during period
    
    
    175
    
    
    
    163
    
    
    
    175
    
    
    
    163Centers under letter of intent, end of period
    
    
    5
    
    
    
    8
    
    
    
    5
    
    
    
    8
   Sources of Revenues
    13




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  
    
    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
    
    an annual increase in the ASC rates beginning in 2010 based on increases in the consumer
price index.
  Critical Accounting Policies
  Results of Operations
      14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Salaries and benefits
    
    
    28.9
    
    
    
    29.0
    
    
    
    29.0
    
    
    
    29.6Supply cost
    
    
    11.7
    
    
    
    11.3
    
    
    
    11.6
    
    
    
    11.3Other operating expenses
    
    
    20.2
    
    
    
    21.2
    
    
    
    20.5
    
    
    
    20.4Depreciation and amortization
    
    
    3.5
    
    
    
    3.6
    
    
    
    3.5
    
    
    
    3.6Total operating expenses
    
    
    64.3
    
    
    
    65.1
    
    
    
    64.6
    
    
    
    64.9Operating income
    
    
    35.7
    
    
    
    34.9
    
    
    
    35.4
    
    
    
    35.1Minority interest
    
    
    20.3
    
    
    
    20.0
    
    
    
    20.1
    
    
    
    20.1Interest expense, net of interest income
    
    
    1.7
    
    
    
    1.7
    
    
    
    1.8
    
    
    
    1.8Earnings from continuing operations before income taxes
    
    
    13.7
    
    
    
    13.2
    
    
    
    13.5
    
    
    
    13.2Income tax expense
    
    
    5.5
    
    
    
    4.9
    
    
    
    5.4
    
    
    
    5.1Net earnings from continuing operations
    
    
    8.2
    
    
    
    8.3
    
    
    
    8.1
    
    
    
    8.1Net (loss) earnings from discontinued operations
    
    
    (0.8
    )
    
    
    0.4
    
    
    
    (0.4
    )
    
    
    0.4Net earnings
    
    
    7.4
    %
    
    
    8.7
    %
    
    
    7.7
    %
    
    
    8.5
    %
  
    
    centers acquired or opened in 2007, which contributed $17.7 million and $35.3 million of
additional revenues in the three and six months ended June 30, 2008, respectively, due to
having a full period of operations;
    
    $3.8 million and $8.5 million of revenue growth for the three and six months ended June
30, 2008, respectively, recognized by our 2008 same-center group, reflecting a 3% increase
in both periods, primarily as a result of procedure growth; and
    
    centers acquired and opened in 2008, which generated $2.5 million and $3.8 million in
revenues during the three and six months ended June 30, 2008, respectively.
  .
  15




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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 during 2007, which resulted in an increase of $3.4 million
and $6.5 million in other operating expenses in the three and six months ended June 30,
2008, respectively;
    
    a net decrease of $600,000 in the three months ended June 30, 2008 at our 2008
same-center group resulting primarily from an impairment charge and property loss incurred
at a center in the three months ended June 30, 2007, and an increase of $1.5 million in the
six months ended June 30, 2008, resulting primarily from additional procedure volume,
general inflationary cost increases as well as higher bad debt expense at a select number
of centers; and
    
    centers acquired and opened during 2008, which resulted in an increase of $400,000 and
$700,000 in other operating expenses in the three and six months ended June 30, 2008,
respectively.
     Accounting for Uncertainty in Income Taxes  an
interpretation of SFAS No. 109,
 
 Liquidity and Capital Resources
   16




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
   
    
    $23.6 million for acquisitions of interests in ASCs;
    
    $8.4 million for new or replacement property at existing surgery centers including
$280,000 in new capital leases; and
    
    $1.3 million for surgery centers under development.
     Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities.
 Noncontrolling Interests in Consolidated Financial
Statements, an amendment of Accounting Research Bulletin No. 51.
 Business Combinations, Business Combinations.
 17




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  Disclosures about Derivative Instruments and Hedging
Activities
 
 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
  18




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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
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  Term
    
    Votes
    
    VotesExpires
    
    For
    
    WithheldHenry D. Herr, Class II Director
    
    
    2011
    
    
    
    28,947,893
    
    
    
    754,937Kevin P. Lavender, Class II Director
    
    
    2011
    
    
    
    29,064,480
    
    
    
    638,350Christopher A. Holden, Class II Director
    
    
    2011
    
    
    
    22,546,408
    
    
    
    7,156,422Ken P. McDonald, Class II Director
    
    
    2011
    
    
    
    22,490,420
    
    
    
    7,212,410
  TermExpiresThomas G. Cigarran, Class III Director
    
    
    2009Debora A. Guthrie, Class III Director
    
    
    2009Bergein F. Overholt, M.D., Class III Director
    
    
    2009James A. Deal, Class I Director
    
    
    2010Steven I. Geringer, Class I Director
    
    
    2010Claire M. Gulmi, Class I Director
    
    
    2010
  Votes
    
    Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Withheld
    
    AbstainedApproval of certain
amendments to the
AmSurg Corp. 2006
Stock Incentive
Plan
    
    
    25,489,612
    
    
    
    2,265,256
    
    
    
    1,942,572
    
    
    
    5,390Ratification of the
appointment of Deloitte &
Touche LLP as our independent
registered public accounting
firm for fiscal 2008
    
    
    29,592,500
    
    
    
    100,520
    
    
    
    
    
    
    
    9,810
 
 Item 5. Other Information
  19




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##### Table of Contents



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
 20




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##### Table of Contents



Signature
  AMSURG CORP.Date:  August 5, 2008
    By:
    /s/ Claire M. GulmiClaire M. GulmiExecutive Vice President and
Chief Financial Officer of the Company
(Principal Financial and Duly Authorized Officer) 21