##### 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, 2009
 Commission File Number 000-22217
 AMSURG CORP.
 (Exact Name of Registrant as Specified in its Charter)
 Tennessee(State or other jurisdiction of 
incorporation or organization)
    
    62-1493316(I.R.S. Employer
Identification No.)20 Burton Hills Boulevard 
Nashville, TN(Address of principal executive offices)
    
    37215(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 June 30, 2009
 Part IItem 1. Financial Statements
    
    
    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
    
    
    23Signature
    
    
    24EX-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
June 30, 2009 (unaudited) and December 31, 2008
(Dollars in thousands)
 June 30,
    
    December 31,2009
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    28,156
    
    
    $
    31,548Accounts receivable, net of allowance of $12,112 and $11,757, respectively
    
    
    67,650
    
    
    
    63,602Supplies inventory
    
    
    7,815
    
    
    
    8,083Deferred income taxes
    
    
    1,658
    
    
    
    1,378Prepaid and other current assets
    
    
    14,538
    
    
    
    17,223Current assets held for sale
    
    
    113
    
    
    
    25Total current assets
    
    
    119,930
    
    
    
    121,859Long-term receivables and other assets
    
    
    61
    
    
    
    46Property and equipment, net
    
    
    109,653
    
    
    
    111,884Goodwill, net
    
    
    694,752
    
    
    
    661,693Intangible assets, net
    
    
    9,640
    
    
    
    10,221Long-term assets held for sale
    
    
    645
    
    
    
    176Total assets
    
    $
    934,681
    
    
    $
    905,879Liabilities and EquityCurrent liabilities:Current portion of long-term debt
    
    $
    5,710
    
    
    $
    6,801Accounts payable
    
    
    12,100
    
    
    
    14,240Accrued salaries and benefits
    
    
    15,260
    
    
    
    12,040Other accrued liabilities
    
    
    3,006
    
    
    
    3,246Income taxes payable
    
    
    912
    
    
    
    Current liabilities held for sale
    
    
    310
    
    
    
    35Total current liabilities
    
    
    37,298
    
    
    
    36,362Long-term debt
    
    
    254,209
    
    
    
    265,835Deferred income taxes
    
    
    63,179
    
    
    
    54,758Other long-term liabilities
    
    
    21,850
    
    
    
    22,416Other long-term liabilities held for sale
    
    
    34
    
    
    
    Commitments and contingenciesNoncontrolling interests  redeemable
    
    
    75,986
    
    
    
    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, 30,661,108 and 31,342,241
shares outstanding, respectively
    
    
    161,846
    
    
    
    172,192Retained earnings
    
    
    317,284
    
    
    
    291,088Accumulated other comprehensive loss, net of income taxes
    
    
    (2,301
    )
    
    
    (2,851
    )Total AmSurg Corp. shareholders equity
    
    
    476,829
    
    
    
    460,429Noncontrolling interests  non-redeemable
    
    
    5,296
    
    
    
    2,877Total equity
    
    
    482,125
    
    
    
    463,306Total liabilities and equity
    
    $
    934,681
    
    
    $
    905,879
  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, 2009 and 2008
(In thousands, except earnings per share
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Revenues
    
    $
    168,844
    
    
    $
    150,722
    
    
    $
    332,268
    
    
    $
    296,301Operating expenses:Salaries and benefits
    
    
    49,388
    
    
    
    43,536
    
    
    
    98,380
    
    
    
    85,927Supply cost
    
    
    20,967
    
    
    
    17,689
    
    
    
    40,833
    
    
    
    34,588Other operating expenses
    
    
    34,383
    
    
    
    30,385
    
    
    
    68,422
    
    
    
    60,452Depreciation and amortization
    
    
    5,702
    
    
    
    5,198
    
    
    
    11,349
    
    
    
    10,317Total operating expenses
    
    
    110,440
    
    
    
    96,808
    
    
    
    218,984
    
    
    
    191,284Operating income
    
    
    58,404
    
    
    
    53,914
    
    
    
    113,284
    
    
    
    105,017Interest expense
    
    
    2,038
    
    
    
    2,503
    
    
    
    4,065
    
    
    
    5,295Earnings from continuing operations before income taxes
    
    
    56,366
    
    
    
    51,411
    
    
    
    109,219
    
    
    
    99,722Income tax expense
    
    
    9,365
    
    
    
    8,394
    
    
    
    17,911
    
    
    
    16,310Net earnings from continuing operations, net of income tax expense
    
    
    47,001
    
    
    
    43,017
    
    
    
    91,308
    
    
    
    83,412Discontinued operations:Earnings from operations of discontinued interests in surgery
centers, net of income tax expense
    
    
    115
    
    
    
    146
    
    
    
    123
    
    
    
    458Loss on disposal of discontinued interests in surgery centers,
net of income tax benefit
    
    
    (263
    )
    
    
    (1,309
    )
    
    
    (263
    )
    
    
    (1,309
    )Net loss from discontinued operations
    
    
    (148
    )
    
    
    (1,163
    )
    
    
    (140
    )
    
    
    (851
    )Net earnings
    
    
    46,853
    
    
    
    41,854
    
    
    
    91,168
    
    
    
    82,561Less net earnings attributable to noncontrolling interests:Net earnings from continuing operations
    
    
    33,203
    
    
    
    30,573
    
    
    
    64,897
    
    
    
    59,346Net earnings from discontinued operations
    
    
    70
    
    
    
    37
    
    
    
    75
    
    
    
    265Total net earnings attributable to noncontrolling interests
    
    
    33,273
    
    
    
    30,610
    
    
    
    64,972
    
    
    
    59,611Net earnings attributable to AmSurg Corp.
    
    $
    13,580
    
    
    $
    11,244
    
    
    $
    26,196
    
    
    $
    22,950Amounts attributable to AmSurg Corp. common shareholders:Earnings from continuing operations, net of tax
    
    $
    13,798
    
    
    $
    12,444
    
    
    $
    26,411
    
    
    $
    24,066Discontinued operations, net of tax
    
    
    (218
    )
    
    
    (1,200
    )
    
    
    (215
    )
    
    
    (1,116
    )Net earnings attributable to AmSurg Corp.
    
    $
    13,580
    
    
    $
    11,244
    
    
    $
    26,196
    
    
    $
    22,950Earnings per share-basic:Net earnings from continuing operations attributable to
AmSurg Corp. common shareholders
    
    $
    0.45
    
    
    $
    0.40
    
    
    $
    0.85
    
    
    $
    0.77Net loss from discontinued operations attributable to
AmSurg Corp. common shareholders
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    (0.01
    )
    
    
    (0.04
    )Net earnings attributable to AmSurg Corp. common shareholders
    
    $
    0.44
    
    
    $
    0.36
    
    
    $
    0.85
    
    
    $
    0.73Earnings per share-diluted:Net earnings from continuing operations attributable to
AmSurg Corp. common shareholders
    
    $
    0.45
    
    
    $
    0.39
    
    
    $
    0.85
    
    
    $
    0.75Net loss from discontinued operations attributable to
AmSurg Corp. common shareholders
    
    
    (0.01
    )
    
    
    (0.04
    )
    
    
    (0.01
    )
    
    
    (0.04
    )Net earnings attributable to AmSurg Corp. common shareholders
    
    $
    0.44
    
    
    $
    0.35
    
    
    $
    0.84
    
    
    $
    0.72Weighted average number of shares and share equivalents outstanding:Basic
    
    
    30,660
    
    
    
    31,479
    
    
    
    30,952
    
    
    
    31,388Diluted
    
    
    30,828
    
    
    
    31,962
    
    
    
    31,117
    
    
    
    31,876
  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, 2009 and 2008
(In thousands
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Net earnings
    
    $
    46,853
    
    
    $
    41,854
    
    
    $
    91,168
    
    
    $
    82,561Other comprehensive income, net of tax:Gain on interest rate swap, net of tax
    
    
    391
    
    
    
    1,018
    
    
    
    550
    
    
    
    44Comprehensive income, net of tax
    
    
    47,244
    
    
    
    42,872
    
    
    
    91,718
    
    
    
    82,605Less comprehensive income attributable to noncontrolling interests
    
    
    33,273
    
    
    
    30,610
    
    
    
    64,972
    
    
    
    59,611Comprehensive income attributable to AmSurg Corp.
    
    $
    13,971
    
    
    $
    12,262
    
    
    $
    26,746
    
    
    $
    22,994
  3




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Consolidated Statements of Changes in Equity
Six Months Ended June 30, 2009 and 2008 (unaudited)
(In thousands
 Non-AmSurg
Corp. Shareholders
    
    
    Non-
    
    
    
    
    
    
    ControllingAccumulated
    
    
    controlling
    
    
    
    
    
    
    Interests Other
    
    
    Interests 
    
    
    Total
    
    
    RedeemableCommon Stock
    
    
    Retained
    
    
    Comprehensive
    
    
    Non-
    
    
    Equity
    
    
    (Temporary
    
    
    NetShares
    
    
    Amount
    
    
    Earnings
    
    
    Loss
    
    
    redeemable
    
    
    (Permanent)
    
    
    Equity)
    
    
    EarningsBalance at
December 31, 2008
    
    
    31,342
    
    
    $
    172,192
    
    
    $
    291,088
    
    
    $
    (2,851
    )
    
    $
    2,877
    
    
    $
    463,306
    
    
    $
    63,202Issuance of restricted
common stock
    
    
    162
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancellation of restricted
common stock
    
    
    (12
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock repurchased
    
    
    (831
    )
    
    
    (12,587
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,587
    )
    
    
    Share-based compensation
    
    
    
    
    
    
    2,241
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,241
    
    
    
    Net earnings
    
    
    
    
    
    
    
    
    
    
    26,196
    
    
    
    
    
    
    
    1,942
    
    
    
    28,138
    
    
    
    63,030
    
    
    $
    91,168Distribution to
noncontrolling interests,
net of capital
contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,684
    )
    
    
    (1,684
    )
    
    
    (62,799
    )Acquisitions and other
transactions impacting
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,161
    
    
    
    2,161
    
    
    
    12,553Gain on interest rate swap,
net of income tax
expense of $355
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    550
    
    
    
    
    
    
    
    550
    
    
    
    Balance at June 30, 2009
    
    
    30,661
    
    
    $
    161,846
    
    
    $
    317,284
    
    
    $
    (2,301
    )
    
    $
    5,296
    
    
    $
    482,125
    
    
    $
    75,986Balance at January 1, 2008
    
    
    31,203
    
    
    $
    168,620
    
    
    $
    244,042
    
    
    $
    (1,437
    )
    
    $
    2,537
    
    
    $
    413,762
    
    
    $
    59,469Issuance of restricted
common stock
    
    
    148
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cancellation of restricted
common stock
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    171
    
    
    
    3,003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,003
    
    
    
    Share-based compensation
    
    
    
    
    
    
    2,408
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,408
    
    
    
    Tax benefit related to
exercise of stock options
    
    
    
    
    
    
    464
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    464
    
    
    
    Net earnings
    
    
    
    
    
    
    
    
    
    
    22,950
    
    
    
    
    
    
    
    1,770
    
    
    
    24,720
    
    
    
    57,841
    
    
    $
    82,561Distribution to
noncontrolling interests, net of capital contributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,450
    )
    
    
    (1,450
    )
    
    
    (54,859
    )Acquisitions and other
transactions impacting
noncontrolling interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    139
    
    
    
    139
    
    
    
    585Gain on interest rate swap,
net of income tax
expense of $28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    44
    
    
    
    Balance at June 30, 2008
    
    
    31,517
    
    
    $
    174,495
    
    
    $
    266,992
    
    
    $
    (1,393
    )
    
    $
    2,996
    
    
    $
    443,090
    
    
    $
    63,036
  4




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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, 2009 and 2008
(In thousands
 Six Months EndedJune 30,2009
    
    2008Cash flows from operating activities:Net earnings
    
    $
    91,168
    
    
    $
    82,561Adjustments to reconcile net earnings to net cash flows provided by
operating activities:Depreciation and amortization
    
    
    11,349
    
    
    
    10,317Net loss on sale and impairment of long-lived assets held for sale
    
    
    434
    
    
    
    861Share-based compensation
    
    
    2,241
    
    
    
    2,408Excess tax benefit from share-based compensation
    
    
    
    
    
    
    (478
    )Deferred income taxes
    
    
    7,141
    
    
    
    5,932Increase (decrease) in cash and cash equivalents, net of effects
of acquisitions and dispositions, due to changes in:Accounts receivable, net
    
    
    (3,093
    )
    
    
    (2,899
    )Supplies inventory
    
    
    372
    
    
    
    (174
    )Prepaid and other current assets
    
    
    545
    
    
    
    1,100Accounts payable
    
    
    310
    
    
    
    (1,803
    )Accrued expenses and other liabilities
    
    
    4,261
    
    
    
    188Other, net
    
    
    264
    
    
    
    662Net cash flows provided by operating activities
    
    
    114,992
    
    
    
    98,675Cash flows from investing activities:Acquisition of interests in surgery centers
    
    
    (19,246
    )
    
    
    (23,597
    )Acquisition of property and equipment
    
    
    (11,430
    )
    
    
    (9,438
    )Repayment of notes receivable
    
    
    2,147
    
    
    
    1,250Net cash flows used in investing activities
    
    
    (28,529
    )
    
    
    (31,785
    )Cash flows from financing activities:Proceeds from long-term borrowings
    
    
    41,150
    
    
    
    35,156Repayment on long-term borrowings
    
    
    (53,933
    )
    
    
    (54,829
    )Distributions to noncontrolling interests
    
    
    (64,506
    )
    
    
    (56,857
    )Proceeds from issuance of common stock upon exercise of stock options
    
    
    
    
    
    
    2,989Repurchase of common stock
    
    
    (12,587
    )
    
    
    Proceeds from capital contributions by noncontrolling interests
    
    
    23
    
    
    
    548Excess tax benefit from share-based compensation
    
    
    
    
    
    
    478Financing cost incurred
    
    
    (2
    )
    
    
    (9
    )Net cash flows used in financing activities
    
    
    (89,855
    )
    
    
    (72,524
    )Net decrease in cash and cash equivalents
    
    
    (3,392
    )
    
    
    (5,634
    )Cash and cash equivalents, beginning of period
    
    
    31,548
    
    
    
    29,953Cash and cash equivalents, end of period
    
    $
    28,156
    
    
    $
    24,319
  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.
   Share-Based
Payment,
   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
    
    
    161,923
    
    
    
    19.33Shares vested
    
    
    (6,069
    )
    
    
    21.36Shares forfeited
    
    
    (12,141
    )
    
    
    23.43Non-vested shares at June 30, 2009
    
    
    471,464
    
    
    $
    22.87
  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
    
    
    (75,527
    )
    
    $
    23.73Outstanding at June 30, 2009 with aggregate intrinsic value of $3,760,000
    
    
    3,200,276
    
    
    $
    22.20
    
    
    
    5.5Vested or expected to vest at June 30, 2009 with aggregate intrinsic value
of $3,752,000
    
    
    3,104,268
    
    
    $
    22.16
    
    
    
    5.0Exercisable at June 30, 2009 with aggregate intrinsic value of $3,702,000
    
    
    2,463,710
    
    
    $
    21.92
    
    
    
    4.9
   Six Months EndedJune 30, 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
    
    $
    766Prepaid and other current assets
    
    
    81Property and equipment
    
    
    617Accounts payable
    
    
    (131
    )Goodwill (approximately $18,400 deductible for tax purposes)
    
    
    32,845Total fair value
    
    
    34,178Less: Fair value attributable to noncontrolling interests
    
    
    14,932Acquisition date fair value of total consideration transferred
    
    $
    19,246
 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)
  Six Months EndedJune 30, 2009Revenues
    
    $
    4,053Net earnings
    
    
    1,511Less: Net earnings attributable to noncontrolling interests
    
    
    915Net earnings attributable to AmSurg Corp.
    
    $
    596
  2009
    
    2008Revenues
    
    $
    333,351
    
    
    $
    335,813Net earnings
    
    
    91,517
    
    
    
    93,841Amounts attributable to AmSurg Corp. common shareholders:Net earnings from continuing operations
    
    
    26,450
    
    
    
    26,744Net earnings
    
    
    26,235
    
    
    
    25,628Net earnings from continuing operations per common share:Basic
    
    $
    0.85
    
    
    $
    0.85Diluted
    
    $
    0.85
    
    
    $
    0.84Net earnings:Basic
    
    $
    0.85
    
    
    $
    0.82Diluted
    
    $
    0.84
    
    
    $
    0.80Weighted average number of shares and share equivalents:Basic
    
    
    30,952
    
    
    
    31,388Diluted
    
    
    31,117
    
    
    
    31,876
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Revenues
    
    $
    385
    
    
    $
    2,036
    
    
    $
    836
    
    
    $
    4,288Earnings before income taxes
    
    
    143
    
    
    
    140
    
    
    
    154
    
    
    
    506Net earnings
    
    
    115
    
    
    
    146
    
    
    
    123
    
    
    
    458
 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
  June 30, 2009
    
    December 31, 2008Gross
    
    
    
    
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    
    
    Carrying
    
    AccumulatedAmount
    
    Amortization
    
    Net
    
    Amount
    
    Amortization
    
    NetDeferred financing cost
    
    $
    2,746
    
    
    $
    (2,163
    )
    
    $
    583
    
    
    $
    2,744
    
    
    $
    (2,018
    )
    
    $
    726Customer and restrictive
covenant agreements
    
    
    3,180
    
    
    
    (1,518
    )
    
    
    1,662
    
    
    
    3,180
    
    
    
    (1,418
    )
    
    
    1,762Total amortizable
intangible assets
    
    $
    5,926
    
    
    $
    (3,681
    )
    
    $
    2,245
    
    
    $
    5,924
    
    
    $
    (3,436
    )
    
    $
    2,488
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Balance, beginning of period
    
    $
    687,433
    
    
    $
    553,133
    
    
    $
    661,693
    
    
    $
    546,915Goodwill acquired and adjusted during period
    
    
    7,709
    
    
    
    15,391
    
    
    
    33,449
    
    
    
    22,485Goodwill disposed or held for sale during period
    
    
    (390
    )
    
    
    (944
    )
    
    
    (390
    )
    
    
    (1,820
    )Balance, end of period
    
    $
    694,752
    
    
    $
    567,580
    
    
    $
    694,752
    
    
    $
    567,580
  (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 June 30,
    
    Liability Derivatives June 30,2009
    
    2008
    
    2009
    
    2008Balance
    
    
    
    
    
    Balance
    
    
    
    
    
    Balance
    
    
    
    
    
    BalanceSheet
    
    Fair
    
    Sheet
    
    Fair
    
    Sheet
    
    Fair
    
    Sheet
    
    FairLocation
    
    Value
    
    Location
    
    Value
    
    Location
    
    Value
    
    Location
    
    ValueDerivatives designated
as hedging
    
    Other
    
    
    
    
    
    Other
    
    
    
    
    
    Other
    
    
    
    
    
    Otherinstruments under
    
    assets,
    
    
    
    
    
    assets,
    
    
    
    
    
    long-term
    
    
    
    
    
    long-termStatement 133
    
    net
    
    $
    
    
    
    net
    
    $
    
    
    
    liabilities
    
    $
    3,784
    
    
    liabilities
    
    $
    2,292
 
 (9)
    
    Fair Value Measurements    Fair Value Measurements atReporting Date Using:Quoted Pricesin Active
    
    SignificantMarkets for
    
    Other
    
    SignificantIdentical
    
    Observable
    
    UnobservableJune 30, 2009
    
    Assets
    
    Inputs
    
    InputsAssets:Supplemental executive retirement savings plan investments
    
    $
    3,784
    
    
    $
    
    
    
    $
    3,784
    
    
    $
    Liabilities:Supplemental executive retirement savings plan obligations
    
    $
    3,528
    
    
    $
    
    
    
    $
    3,528
    
    
    $
    Interest rate swap agreement
    
    
    3,784
    
    
    
    
    
    
    
    3,784
    
    
    
    Total liabilities
    
    $
    7,312
    
    
    $
    
    
    
    $
    7,312
    
    
    $
    
  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




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##### Table of Contents



Item 1.
Financial Statements  (continued)
 AmSurg Corp.
Notes to the Unaudited Consolidated Financial Statements  (continued)
 (13) Supplemental Cash Flow Information
  Six Months EndedJune 30,2009
    
    2008Cash paid during the period for:Interest
    
    $
    4,037
    
    
    $
    5,330Income taxes, net of refunds
    
    
    7,970
    
    
    
    10,268Non-cash investing and financing activities:Decrease in accounts payable associated with acquisition
of property and equipment
    
    
    (2,866
    )
    
    
    (623
    )Capital lease obligations incurred to acquire equipment
    
    
    127
    
    
    
    283Effect of acquisitions:Assets acquired, net of cash and adjustments
    
    
    34,578
    
    
    
    24,722Liabilities assumed and noncontrolling interests
    
    
    15,332
    
    
    
    1,125Payment for assets acquired
    
    $
    19,246
    
    
    $
    23,597
 (14) Subsequent Events
  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 Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Centers in operation, beginning of period
    
    
    193
    
    
    
    177
    
    
    
    190
    
    
    
    176New center acquisitions placed in operation
    
    
    1
    
    
    
    2
    
    
    
    4
    
    
    
    4New development centers placed in operation
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Centers disposed
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Centers held for sale
    
    
    (2
    )
    
    
    (1
    )
    
    
    (2
    )
    
    
    (2
    )Centers in operation, end of period
    
    
    193
    
    
    
    176
    
    
    
    193
    
    
    
    176Centers under development, end of period
    
    
    2
    
    
    
    3
    
    
    
    2
    
    
    
    3Development centers awaiting regulatory approval, end of period
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Average number of continuing centers in operation, during period
    
    
    192
    
    
    
    171
    
    
    
    192
    
    
    
    171Centers under letter of intent, end of period
    
    
    1
    
    
    
    5
    
    
    
    1
    
    
    
    5
   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 Ended
    
    Six Months EndedJune 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008Revenues
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Operating expenses:Salaries and benefits
    
    
    29.2
    
    
    
    28.9
    
    
    
    29.6
    
    
    
    29.0Supply cost
    
    
    12.4
    
    
    
    11.7
    
    
    
    12.3
    
    
    
    11.7Other operating expenses
    
    
    20.4
    
    
    
    20.2
    
    
    
    20.6
    
    
    
    20.4Depreciation and amortization
    
    
    3.4
    
    
    
    3.4
    
    
    
    3.4
    
    
    
    3.5Total operating expenses
    
    
    65.4
    
    
    
    64.2
    
    
    
    65.9
    
    
    
    64.6Operating income
    
    
    34.6
    
    
    
    35.8
    
    
    
    34.1
    
    
    
    35.4Interest expense, net of interest income
    
    
    1.2
    
    
    
    1.7
    
    
    
    1.2
    
    
    
    1.8Earnings from continuing operations before income taxes
    
    
    33.4
    
    
    
    34.1
    
    
    
    32.9
    
    
    
    33.6Income tax expense
    
    
    5.6
    
    
    
    5.6
    
    
    
    5.4
    
    
    
    5.5Net earnings from continuing operations, net of income
tax expense
    
    
    27.8
    
    
    
    28.5
    
    
    
    27.5
    
    
    
    28.1Discontinued operations:Earnings from operations of discontinued interests in
surgery
centers, net of income tax expense
    
    
    0.1
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Loss on disposal of discontinued interests in surgery
centers, net of income tax benefit
    
    
    (0.2
    )
    
    
    (0.8
    )
    
    
    (0.1
    )
    
    
    (0.4
    )Net loss from discontinued operations
    
    
    (0.1
    )
    
    
    (0.7
    )
    
    
    (0.1
    )
    
    
    (0.3
    )Net earnings
    
    
    27.7
    
    
    
    27.8
    
    
    
    27.4
    
    
    
    27.8Less net earnings attributable to noncontrolling interests:Net earnings from continuing operations
    
    
    19.7
    
    
    
    20.3
    
    
    
    19.5
    
    
    
    20.0Net earnings from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1Total net earnings attributable to noncontrolling
interests
    
    
    19.7
    
    
    
    20.3
    
    
    
    19.5
    
    
    
    20.1Net earnings attributable to AmSurg Corp.
    
    
    8.0
    %
    
    
    7.5
    %
    
    
    7.9
    %
    
    
    7.7
    %Amounts attributable to AmSurg Corp. common shareholders:Earnings from continuing operations, net of tax
    
    
    8.1
    %
    
    
    8.3
    %
    
    
    8.0
    %
    
    
    8.1
    %Discontinued operations, net of tax
    
    
    (0.1
    )
    
    
    (0.8
    )
    
    
    (0.1
    )
    
    
    (0.4
    )Net earnings attributable to AmSurg Corp.
    
    
    8.0
    %
    
    
    7.5
    %
    
    
    7.9
    %
    
    
    7.7
    %
 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 $16.5 million and $33.2 million of
additional revenues in the three and six months ended June 30, 2009, respectively, due to
having a full period of operations in 2009; and
    
    centers acquired and opened in 2009, which generated $1.8 million and $3.0 million in
revenues during the three and six months ended June 30, 2009, respectively.
    
    
    centers acquired or opened during 2008, which resulted in an increase of $2.9 million
and $6.0 million in other operating expenses in the three and six months ended June 30,
2009, respectively;
    
    an increase of $1.0 million and $1.5 million in other operating expenses at our 2009
same-center group in the three and six months ended June 30, 2009, respectively, resulting
primarily from additional procedure volume and general inflationary cost increases; and
    
    centers acquired and opened during 2009, which resulted in an increase of $321,000 and
$546,000 in other operating expenses in the three and six months ended June 30, 2009,
respectively.
      19




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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
    
    
    $19.2 million for acquisitions of interests in ASCs;
    
    $10.4 million for new or replacement property at existing centers, including $127,000 in
new capital leases; and
    
    $1.1 million for centers under development.
      20




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations  (continued)
  Recent Accounting Pronouncements
 Disclosures
about Derivative Instruments and Hedging Activities. Accounting
for Derivative Instruments and Hedging Activities,
 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
  
 Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  Term
    
    Votes
    
    VotesExpires
    
    For
    
    WithheldThomas G. Cigarran, Class III Director
    
    
    2012
    
    
    
    19,890,796
    
    
    
    9,386,296Debora A. Guthrie, Class III Director
    
    
    2012
    
    
    
    28,904,040
    
    
    
    373,052
  TermExpiresJames A. Deal, Class I Director
    
    
    2010Steven I. Geringer, Class I Director
    
    
    2010Claire M. Gulmi, Class I Director
    
    
    2010Henry D. Herr, Class II Director
    
    
    2011Christopher A. Holden, Class II Director
    
    
    2011Kevin P. Lavender, Class II Director
    
    
    2011Ken P. McDonald, Class II Director
    
    
    2011
  Votes
    
    Votes
    
    Votes
    
    VotesFor
    
    Against
    
    Withheld
    
    AbstainedRatification of the
appointment of Deloitte &
Touche LLP as our
independent registered
public accounting firm
for fiscal 2009
    
    
    29,131,181
    
    
    
    139,136
    
    
    
    
    
    
    
    6,775
 
 Item 5.
    
    Other Information
  22




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##### Table of Contents



Item 6.
    
    Exhibits
 Exhibits11
    
    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
 23




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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) 24