##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 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.
  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



Explanatory Note
  Noncontrolling Interests in Consolidated
Financial Statements, an Amendment of ARB No. 51




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##### 



Table of Contents to Form 10-Q/A for the Three Months Ended March 31, 2009
 Part IItem 1. Financial Statements (as restated)
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21Item 4T. Controls and Procedures
    
    
    21Part IIItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22Signature
    
    
    23EX-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
    
    2008As Restated
    
    As Restated(see note 15)
    
    (see note 15)AssetsCurrent 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
    
    
    
    111,884Goodwill, net
    
    
    687,433
    
    
    
    661,693Intangible assets, net
    
    
    10,101
    
    
    
    10,221Long-term assets held for sale
    
    
    177
    
    
    
    176Total assets
    
    $
    931,994
    
    
    $
    905,879Liabilities and 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
    
    
    
    Current liabilities held for sale
    
    
    49
    
    
    
    35Total current liabilities
    
    
    38,364
    
    
    
    36,362Long-term debt
    
    
    271,903
    
    
    
    265,835Deferred income taxes
    
    
    59,709
    
    
    
    54,758Other long-term liabilities
    
    
    22,765
    
    
    
    22,416Commitments and contingenciesNoncontrolling interests  redeemable
    
    
    74,398
    
    
    
    63,202Preferred 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
    
    
    160,679
    
    
    
    172,192Retained 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  non-redeemable
    
    
    3,164
    
    
    
    2,877Total equity
    
    
    464,855
    
    
    
    463,306Total liabilities and 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)
Three Months Ended March 31, 2009 and 2008
(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
    
    
    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 attributable to AmSurg Corp.
    
    $
    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)
Three Months March 31, 2009 and 2008
(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 Equity
Three Months Ended March 31, 2009 and 2008 (unaudited)
(In thousands
 AmSurg Corp. ShareholdersNon-Non-
    
    
    
    
    
    
    ControllingAccumulated
    
    
    controlling
    
    
    
    
    
    
    Interests Other
    
    
    Interests 
    
    
    Total
    
    
    RedeemableCommon Stock
    
    
    Retained
    
    
    Comprehensive
    
    
    Non-
    
    
    Equity
    
    
    (Temporary
    
    
    NetShares
    
    
    Amount
    
    
    Earnings
    
    
    Loss
    
    
    redeemable
    
    
    (Permanent)
    
    
    Equity)
    
    
    EarningsAs Restated (see note 15)Balance at
December 31, 2008
    
    
    31,342
    
    
    $
    172,192
    
    
    $
    291,088
    
    
    $
    (2,851
    )
    
    $
    2,877
    
    
    $
    463,306
    
    
    $
    63,202Issuance of restricted
common stock
    
    
    152
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancellation of restricted
common stock
    
    
    (7
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock repurchased
    
    
    (831
    )
    
    
    (12,587
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,587
    )
    
    
    Share-based compensation
    
    
    
    
    
    
    1,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,074
    
    
    
    Net earnings
    
    
    
    
    
    
    
    
    
    
    12,616
    
    
    
    
    
    
    
    1,035
    
    
    
    13,651
    
    
    
    30,665
    
    
    $
    44,316Distributions to
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (748
    )
    
    
    (748
    )
    
    
    (29,197
    )Acquisitions and other
transactions impacting
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,728Gain on interest rate swap,
net of income tax
expense of $102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159
    
    
    
    
    
    
    
    159
    
    
    
    Balance at March 31, 2009
    
    
    30,656
    
    
    $
    160,679
    
    
    $
    303,704
    
    
    $
    (2,692
    )
    
    $
    3,164
    
    
    $
    464,855
    
    
    $
    74,398As Restated (see note 15)Balance at January 1, 2008
    
    
    31,203
    
    
    $
    168,620
    
    
    $
    244,042
    
    
    $
    (1,437
    )
    
    $
    2,537
    
    
    $
    413,762
    
    
    $
    59,469Issuance of restricted
common stock
    
    
    144
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancellation of restricted
common stock
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    72
    
    
    
    1,139
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,139
    
    
    
    Share-based compensation
    
    
    
    
    
    
    1,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,066
    
    
    
    Tax benefit related to
exercise of stock options
    
    
    
    
    
    
    271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271
    
    
    
    Net earnings
    
    
    
    
    
    
    
    
    
    
    11,706
    
    
    
    
    
    
    
    918
    
    
    
    12,624
    
    
    
    28,083
    
    
    $
    40,707Distributions to
noncontrolling interests,
net of capital
contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (700
    )
    
    
    (700
    )
    
    
    (25,918
    )Acquisitions and other
transactions impacting
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    150
    
    
    
    546Loss on interest rate swap,
net of income tax
benefit of $628
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (974
    )
    
    
    
    
    
    
    (974
    )
    
    
    Balance at March 31, 2008
    
    
    31,417
    
    
    $
    171,096
    
    
    $
    255,748
    
    
    $
    (2,411
    )
    
    $
    2,905
    
    
    $
    427,338
    
    
    $
    62,180
  4




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Cash Flows (unaudited)
Three Months Ended March 31, 2009 and 2008
(In thousands
 Three Months EndedMarch 31,2009
    
    2008As Restated
    
    As Restated(see note 15)
    
    (see note 15)Cash flows from operating activities:Net earnings
    
    $
    44,316
    
    
    $
    40,707Adjustments to reconcile net earnings to net cash flows provided by
operating activities: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
    
    
    59,312
    
    
    
    48,434Cash flows from investing activities:Acquisition of interests in surgery centers
    
    
    (16,326
    )
    
    
    (7,897
    )Acquisition of property and equipment
    
    
    (7,420
    )
    
    
    (4,535
    )Repayment of notes receivable
    
    
    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
    )Distributions to noncontrolling interests
    
    
    (29,945
    )
    
    
    (26,939
    )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
    
    
    (37,247
    )
    
    
    (42,464
    )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.
     6




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  (2) Use of Estimates
   (3) Revenue Recognition
  .
 (4) Stock Incentive Plans
   
  7




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  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
  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
    
    
    
 8




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  (5) Acquisitions and Dispositions
 Business Combinations, Business Combinations.
 
  Accounts receivable
    
    $
    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.
  9




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
  Three MonthsEndedMarch 31, 2009Revenues
    
    $
    1,720Net earnings
    
    
    670Less: Net earnings attributable to noncontrolling interests
    
    
    330Net earnings attributable to AmSurg Corp.
    
    $
    340
  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
    
    
    $
    0.40Net earnings:Basic
    
    $
    0.40
    
    
    $
    0.41Diluted
    
    $
    0.40
    
    
    $
    0.41Weighted average number of shares and share equivalents:Basic
    
    
    31,244
    
    
    
    31,298Diluted
    
    
    31,406
    
    
    
    31,790
  Three Months EndedMarch 31,2009
    
    2008Revenues
    
    $
    342
    
    
    $
    2,102Earnings before income taxes
    
    
    43
    
    
    
    377Net earnings
    
    
    34
    
    
    
    320
 10




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (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 restrictive covenant
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
  (7) Long-term Debt
  (8) Derivative Instruments
 Disclosures about Derivative Instruments and Hedging
Activities. Accounting for Derivative Instruments and Hedging
Activities,
  11




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 
  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

Statement 133
    
    Other assets, net
    
    $
    
    
    
    Other assets,net
    
    $
    
    
    
    Other long-term  liabilities
    
    $
    4,428
    
    
    Other long-term liabilities
    
    $
    3,966
 (9) Fair Value Measurements
   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
    
    
    $
    
  12




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (10) Income Taxes
 Accounting for Uncertainty in
Income Taxes  an Interpretation of SFAS No. 109, Accounting for
Income Taxes.
  (11) Commitments and Contingencies
    (12) Recent Accounting Pronouncements
 Interim Disclosures about Fair Value of Financial Instruments,
 (13) Supplemental Cash Flow Information
  Three Months EndedMarch 31,2009
    
    2008Cash paid during the period for:Interest
    
    $
    1,883
    
    
    $
    2,905Income taxes, net of refunds
    
    
    168
    
    
    
    925Non-cash investing and financing activities:(Decrease)
increase in accounts payable associated with acquisition of
property and equipment
    
    
    (2,840
    )
    
    
    3Capital lease obligations incurred to acquire equipment
    
    
    26
    
    
    
    5Effect of acquisitions:Assets acquired, net of cash and adjustments
    
    
    26,208
    
    
    
    8,593Liabilities assumed and noncontrolling interests
    
    
    9,882
    
    
    
    696Payment for assets acquired
    
    $
    16,326
    
    
    $
    7,897
 13




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##### Table of Contents



Item 1. Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (14) Subsequent Events
  (15) Restatement of Unaudited Consolidated Balance Sheet, Statements of Changes in Equity and
Statements of Cash Flows
   Share-Based Payment,
 14




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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.
 15




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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.
  16




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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
     17




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##### Table of Contents



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 from continuing operations
    
    
    19.4
    
    
    
    19.7Net earnings from discontinued 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 attributable to AmSurg Corp.
    
    
    7.7
    %
    
    
    8.0
    %
 18




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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.
       Liquidity and Capital Resources
  19




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 
   
    
    $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. Accounting for Derivative Instruments and Hedging Activities,
 20




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
 Interim Disclosures about Fair Value of Financial Instruments,
 
 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
  21




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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) MaximumNumber (orApproximate Dollar(a) Total
    
    
    
    
    
    (c) Total Number of
    
    Value) of Shares (orNumber of
    
    (b) Average
    
    Shares (or Units)
    
    Units) That May YetShares
    
    Price Paid
    
    Purchased as Part of
    
    Be Purchased Under(or Units)
    
    per Share
    
    Publicly Announced
    
    the Plans orPeriod
    
    Purchased
    
    (or Unit)
    
    Plans or Programs
    
    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
 22




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##### Table of Contents



Signature
  AMSURG CORP.Date: August 10, 2009
    By:
    /s/ Claire M. GulmiClaire M. GulmiExecutive Vice President and
Chief Financial Officer of the Company
(Principal Financial and Duly Authorized Officer) 23