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 September 30, 2012

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)
20 Burton Hills Boulevard
Nashville, Tennessee		37215
(Address of Principal Executive Offices)		(Zip Code)

 (615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]                   No [  ]

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]                   No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

                                Large accelerated filer  [X]                                      Accelerated filer                  [  ]

Non-accelerated filer    [   ]                                      Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]                    No [X]

As of November 2, 2012 there were outstanding 31,679,440 shares of the registrant’s Common Stock, no par value.

Table of Contents to Form 10-Q for the Nine Months Ended September 30, 2012
Part I
	Item 1.	Financial Statements	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
	Item 4.	Controls and Procedures	25
Part II
	Item 1.	Legal Proceedings	26
	Item 1A.	Risk Factors	26
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
	Item 3.	Defaults Upon Senior Securities	26
	Item 4.	Mine Safety Disclosures	26
	Item 5.	Other Information	26
	Item 6.	Exhibits	26
	Signature		27

i

Part I

Item 1.  Financial Statements

AmSurg Corp.

Consolidated Balance Sheets

September 30, 2012 (unaudited) and December 31, 2011

(Dollars in thousands)

				September 30,		December 31,
				2012		2011
Assets
Current assets:
	Cash and cash equivalents			$	35,682	$	40,718
	Accounts receivable, net of allowance of $23,414 and $18,844, respectively				88,733		93,454
	Supplies inventory				14,765		15,039
	Deferred income taxes				3,027		2,129
	Prepaid and other current assets				22,139		21,875
			Total current assets		164,346		173,215
Property and equipment, net					144,599		144,558
Investments in unconsolidated affiliates and long-term notes receivable					11,883		10,522
Goodwill					1,250,451		1,229,298
Intangible assets, net					16,062		15,425
			Total assets	$	1,587,341	$	1,573,018
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	12,274	$	10,800
	Accounts payable				18,325		19,746
	Current income taxes payable				-		1,796
	Accrued salaries and benefits				25,324		22,224
	Other accrued liabilities				9,568		9,088
			Total current liabilities		65,491		63,654
Long-term debt					385,681		447,963
Deferred income taxes					131,646		114,167
Other long-term liabilities					28,772		28,131
Commitments and contingencies
Noncontrolling interests – redeemable					174,887		170,636
Preferred 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, 31,679,440 and 31,283,772
		shares outstanding, respectively			175,971		173,187
	Retained earnings				488,807		443,058
			Total AmSurg Corp. equity		664,778		616,245
			Noncontrolling interests – non-redeemable		136,086		132,222
			Total equity		800,864		748,467
			Total liabilities and equity	$	1,587,341	$	1,573,018

See accompanying notes to the unaudited consolidated financial statements.

1

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Earnings (unaudited)

Three Months and Nine Months Ended September 30, 2012 and 2011

(In thousands, except earnings per share) 

					Three Months Ended				Nine Months Ended
					September 30,				September 30,
					2012		2011		2012		2011
Revenues					$	226,399	$	194,840	$	688,191	$	560,088
Operating expenses:
	Salaries and benefits					72,733		60,496		216,143		172,876
	Supply cost					31,535		25,112		96,921		71,530
	Other operating expenses					47,339		43,123		143,429		121,276
	Depreciation and amortization					7,635		6,531		22,473		18,577
				Total operating expenses		159,242		135,262		478,966		384,259
Equity in earnings of unconsolidated affiliates						392		147		1,103		147
				Operating income		67,549		59,725		210,328		175,976
Interest expense						3,537		3,597		11,965		11,170
	Earnings from continuing operations before income taxes					64,012		56,128		198,363		164,806
Income tax expense						10,247		8,451		32,451		25,617
	Net earnings from continuing operations					53,765		47,677		165,912		139,189
Discontinued operations:
	Earnings (loss) from operations of discontinued interests in surgery centers,
		net of income tax				-		59		(110)		817
	Loss on disposal of discontinued interests in surgery centers,
		net of income tax				-		(119)		(1,553)		(1,384)
			Net loss from discontinued operations			-		(60)		(1,663)		(567)
	Net earnings					53,765		47,617		164,249		138,622
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					38,328		34,660		118,560		101,884
	Net (loss) earnings from discontinued operations					-		(169)		(60)		289
			Total net earnings attributable to noncontrolling interests			38,328		34,491		118,500		102,173
			Net earnings attributable to AmSurg Corp. common shareholders		$	15,437	$	13,126	$	45,749	$	36,449
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	15,437	$	13,017	$	47,352	$	37,305
	Discontinued operations, net of income tax					-		109		(1,603)		(856)
			Net earnings attributable to AmSurg Corp. common shareholders		$	15,437	$	13,126	$	45,749	$	36,449
Earnings per share-basic:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.50	$	0.43	$	1.54	$	1.23
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				-		-		(0.05)		(0.03)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.50	$	0.43	$	1.49	$	1.20
Earnings per share-diluted:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.49	$	0.42	$	1.50	$	1.20
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				-		-		(0.05)		(0.03)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.49	$	0.42	$	1.45	$	1.17
Weighted average number of shares and share equivalents outstanding:
	Basic					30,819		30,436		30,727		30,424
	Diluted					31,697		31,162		31,558		31,174

See accompanying notes to the unaudited consolidated financial statements.

2

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Comprehensive Income (unaudited)

Three Months and Nine Months Ended September 30, 2012 and 2011

(In thousands) 

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
				2012		2011		2012		2011
Net earnings				$	53,765	$	47,617	$	164,249	$	138,622
Other comprehensive income, net of income tax:
	Unrealized gain on interest rate swap, net of income tax				-		-		-		515
		Comprehensive income, net of income tax			53,765		47,617		164,249		139,137
	Less comprehensive income attributable to noncontrolling interests				38,328		34,491		118,500		102,173
		Comprehensive income attributable to AmSurg Corp.
			common shareholders	$	15,437	$	13,126	$	45,749	$	36,964

See accompanying notes to the unaudited consolidated financial statements.

3

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Changes in Equity (unaudited)

Nine Months Ended September 30, 2012 and 2011

(In thousands) 

			AmSurg Corp. Shareholders
														Non-
										Non-				Controlling
								Accumulated		Controlling				Interests –
								Other		Interests –		Total		Redeemable
			Common Stock			Retained		Comprehensive		Non-		Equity		(Temporary		Net
			Shares	Amount		Earnings		Loss		Redeemable		(Permanent)		Equity)		Earnings
Balance at December 31, 2011			31,284	$	173,187	$	443,058	$	-	$	132,222	$	748,467	$	170,636
	Issuance of restricted common stock		281		-		-		-		-		-		-
	Cancellation of restricted common stock		(2)		-		-		-		-		-		-
	Stock options exercised		580		11,928		-		-		-		11,928		-
	Stock repurchased		(464)		(13,101)		-		-		-		(13,101)		-
	Share-based compensation		-		5,119		-		-		-		5,119		-
	Tax benefit related to
		exercise of stock options	-		1,318		-		-		-		1,318		-
	Net earnings		-		-		45,749		-		18,578		64,327		99,922	$	164,249
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		-		(20,192)		(20,192)		(102,804)
	Purchase of noncontrolling interest		-		166		-		-		(289)		(123)		(81)
	Sale of noncontrolling interest		-		(2,277)		-		-		3,555		1,278		-
	Acquisitions and other
		transactions impacting
		noncontrolling interests	-		-		-		-		2,212		2,212		7,038
	Disposals and other
		transactions impacting
		noncontrolling interests	-		(369)		-		-		-		(369)		176
Balance at September 30, 2012			31,679	$	175,971	$	488,807	$	-	$	136,086	$	800,864	$	174,887
Balance at January 1, 2011			31,040	$	171,522	$	393,061	$	(515)	$	12,799	$	576,867	$	147,740
	Issuance of restricted common stock		277		-		-		-		-		-		-
	Cancellation of restricted common stock		(23)		(525)		-		-		-		(525)		-
	Stock options exercised		244		4,760		-		-		-		4,760		-
	Stock repurchased		(248)		(6,185)		-		-		-		(6,185)		-
	Share-based compensation		-		4,762		-		-		-		4,762		-
	Tax benefit related to
		exercise of stock options	-		169		-		-		-		169		-
	Net earnings		-		-		36,449		-		5,611		42,060		96,562	$	138,622
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		-		(5,411)		(5,411)		(97,952)
	Purchase of noncontrolling interest				(296)								(296)		(788)
	Sale of noncontrolling interest		-		(1,427)		-		-		-		(1,427)		1,772
	Acquisitions and other
		transactions impacting
		noncontrolling interests	-		-		-		-		87,294		87,294		20,318
	Gain on interest rate swap,
		net of income tax
		expense of $332	-		-		-		515		-		515		-
Balance at September 30, 2011			31,290	$	172,780	$	429,510	$	-	$	100,293	$	702,583	$	167,652

See accompanying notes to the unaudited consolidated financial statements.

4

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended September 30, 2012 and 2011

(In thousands) 

							Nine Months Ended
							September 30,
							2012		2011
Cash flows from operating activities:
	Net earnings						$	164,249	$	138,622
	Adjustments to reconcile net earnings to net cash flows provided by
		operating activities:
			Depreciation and amortization					22,473		18,577
			Net loss (gain) on sale of long-lived assets					599		(1,280)
			Share-based compensation					5,119		4,762
			Excess tax benefit from share-based compensation					(1,268)		(489)
			Deferred income taxes					18,617		18,584
			Equity in earnings of unconsolidated affiliates					(1,103)		(147)
			Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and
				dispositions, due to changes in:
					Accounts receivable, net			4,831		(671)
					Supplies inventory			343		121
					Prepaid and other current assets			(325)		1,480
					Accounts payable			(2,775)		(2,370)
					Accrued expenses and other liabilities			3,510		(2,661)
					Other, net			1,842		1,079
						Net cash flows provided by operating activities		216,112		175,607