10-Q

 

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, 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 August 1, 2012 there were outstanding 31,577,659 shares of the registrant’s Common Stock, no par value.

Table of Contents to Form 10-Q for the Six Months Ended June 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	24
Part II
	Item 1.	Legal Proceedings	25
	Item 1A.	Risk Factors	25
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
	Item 3.	Defaults Upon Senior Securities	25
	Item 4.	Mine Safety Disclosures	25
	Item 5.	Other Information	25
	Item 6.	Exhibits	26
	Signature		27

i

Part I

Item 1.  Financial Statements

AmSurg Corp.

Consolidated Balance Sheets

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

(Dollars in thousands)

				June 30,		December 31,
				2012		2011
Assets
Current assets:
	Cash and cash equivalents			$	37,649	$	40,718
	Accounts receivable, net of allowance of $23,009 and $18,844, respectively				90,446		93,454
	Supplies inventory				14,741		15,039
	Deferred income taxes				2,478		2,129
	Prepaid and other current assets				21,813		21,875
			Total current assets		167,127		173,215
Property and equipment, net					143,830		144,558
Investments in unconsolidated affiliates and long-term notes receivable					11,851		10,522
Goodwill					1,240,422		1,229,298
Intangible assets, net					16,248		15,425
			Total assets	$	1,579,478	$	1,573,018
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	10,018	$	10,800
	Accounts payable				17,442		19,746
	Current income taxes payable				-		1,796
	Accrued salaries and benefits				22,576		22,224
	Other accrued liabilities				9,664		9,088
			Total current liabilities		59,700		63,654
Long-term debt					409,726		447,963
Deferred income taxes					125,853		114,167
Other long-term liabilities					28,480		28,131
Commitments and contingencies
Noncontrolling interests – redeemable					171,412		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, 31,624,480 and 31,283,772
		shares outstanding, respectively			174,690		173,187
	Retained earnings				473,370		443,058
			Total AmSurg Corp. equity		648,060		616,245
			Noncontrolling interests – non-redeemable		136,247		132,222
			Total equity		784,307		748,467
			Total liabilities and equity	$	1,579,478	$	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 Six Months Ended June 30, 2012 and 2011

(In thousands, except earnings per share) 

					Three Months Ended				Six Months Ended
					June 30,				June 30,
					2012		2011		2012		2011
Revenues					$	231,581	$	187,522	$	461,792	$	365,248
Operating expenses:
	Salaries and benefits					70,957		57,127		143,410		112,380
	Supply cost					33,169		23,938		65,386		46,418
	Other operating expenses					48,681		40,393		96,090		78,153
	Depreciation and amortization					7,463		6,133		14,838		12,046
				Total operating expenses		160,270		127,591		319,724		248,997
Equity in earnings of unconsolidated affiliates						316		-		711		-
				Operating income		71,627		59,931		142,779		116,251
Interest expense						4,159		3,631		8,428		7,573
	Earnings from continuing operations before income taxes					67,468		56,300		134,351		108,678
Income tax expense						11,263		8,899		22,204		17,166
	Net earnings from continuing operations					56,205		47,401		112,147		91,512
Discontinued operations:
	Earnings (loss) from operations of discontinued interests in surgery centers,
		net of income tax				-		60		(110)		758
	Loss on disposal of discontinued interests in surgery centers,
		net of income tax				(660)		(1,084)		(1,553)		(1,265)
			Net loss from discontinued operations			(660)		(1,024)		(1,663)		(507)
	Net earnings					55,545		46,377		110,484		91,005
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					40,009		34,718		80,232		67,224
	Net earnings (loss) from discontinued operations					-		29		(60)		458
			Total net earnings attributable to noncontrolling interests			40,009		34,747		80,172		67,682
			Net earnings attributable to AmSurg Corp. common shareholders		$	15,536	$	11,630	$	30,312	$	23,323
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	16,196	$	12,683	$	31,915	$	24,288
	Discontinued operations, net of income tax					(660)		(1,053)		(1,603)		(965)
				Net earnings attributable to AmSurg Corp. common shareholders	$	15,536	$	11,630	$	30,312	$	23,323
Earnings per share-basic:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.53	$	0.42	$	1.04	$	0.80
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				(0.02)		(0.03)		(0.05)		(0.03)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.51	$	0.38	$	0.99	$	0.77
Earnings per share-diluted:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.51	$	0.40	$	1.01	$	0.78
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				(0.02)		(0.03)		(0.05)		(0.03)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.49	$	0.37	$	0.96	$	0.75
Weighted average number of shares and share equivalents outstanding:
	Basic					30,743		30,415		30,681		30,418
	Diluted					31,577		31,335		31,489		31,180

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 Six Months Ended June 30, 2012 and 2011

(In thousands) 

				Three Months Ended				Six Months Ended
				June 30,				June 30,
				2012		2011		2012		2011
Net earnings				$	55,545	$	46,377	$	110,484	$	91,005
Other comprehensive income, net of income tax:
	Unrealized gain on interest rate swap, net of income tax				-		138		-		515
		Comprehensive income, net of income tax			55,545		46,515		110,484		91,520
	Less comprehensive income attributable to noncontrolling interests				40,009		34,747		80,172		67,682
		Comprehensive income attributable to AmSurg Corp.
			common shareholders	$	15,536	$	11,768	$	30,312	$	23,838

See accompanying notes to the unaudited consolidated financial statements.

3

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Changes in Equity (unaudited)

Six Months Ended June 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		-		-		-		-		-		-
	Stock options exercised		325		6,672		-		-		-		6,672		-
	Stock repurchased		(266)		(7,219)		-		-		-		(7,219)		-
	Share-based compensation		-		3,412		-		-		-		3,412		-
	Tax benefit related to
		exercise of stock options	-		594		-		-		-		594		-
	Net earnings		-		-		30,312		-		13,017		43,329		67,155	$	110,484
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		-		(13,709)		(13,709)		(69,022)
	Sale of noncontrolling interest		-		(1,587)		-		-		2,494		907		-
	Acquisitions and other
		transactions impacting
		noncontrolling interests	-		-		-		-		2,223		2,223		2,467
	Disposals and other
		transactions impacting
		noncontrolling interests	-		(369)		-		-		-		(369)		176
Balance at June 30, 2012			31,624	$	174,690	$	473,370	$	-	$	136,247	$	784,307	$	171,412
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		236		4,628		-		-		-		4,628		-
	Stock repurchased		(248)		(6,185)		-		-		-		(6,185)		-
	Share-based compensation		-		3,171		-		-		-		3,171		-
	Tax benefit related to
		exercise of stock options	-		143		-		-		-		143		-
	Net earnings		-		-		23,323		-		3,202		26,525		64,480	$	91,005
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		-		(2,740)		(2,740)		(64,580)
	Purchase of noncontrolling interest				15								15
	Sale of noncontrolling interest		-		(1,427)		-		-		-		(1,427)		1,318
	Acquisitions and other
		transactions impacting
		noncontrolling interests	-		-		-		-		10,536		10,536		16,730
	Gain on interest rate swap,
		net of income tax
		expense of $332	-		-		-		515		-		515		-
Balance at June 30, 2011			31,282	$	171,342	$	416,384	$	-	$	23,797	$	611,523	$	165,688

See accompanying notes to the unaudited consolidated financial statements.

4

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Cash Flows (unaudited)

Six Months Ended June 30, 2012 and 2011

(In thousands) 

							Six Months Ended
							June 30,
							2012		2011
Cash flows from operating activities:
	Net earnings						$	110,484	$	91,005
	Adjustments to reconcile net earnings to net cash flows provided by
		operating activities:
			Depreciation and amortization					14,838		12,046
			Net loss (gain) on sale of long-lived assets					599		(363)
			Share-based compensation					3,412		3,171
			Excess tax benefit from share-based compensation					(529)		(463)
			Deferred income taxes					13,388		11,460
			Equity in earnings of unconsolidated affiliates, net					(711)		-
			Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and
				dispositions, due to changes in:
					Accounts receivable, net			2,935		(1,534)
					Supplies inventory			333		67
					Prepaid and other current assets			(331)		2,506
					Accounts payable			901		(3,737)
					Accrued expenses and other liabilities			(2,616)		(1,866)
					Other, net			921		733
						Net cash flows provided by operating activities		143,624		113,025
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions							(9,972)		(45,674)
	Acquisition of property and equipment							(14,569)		(10,303)
	Proceeds from sale of interests in surgery centers							-		3,369
						Net cash flows used in investing activities		(24,541)		(52,608)
Cash flows from financing activities:
	Proceeds from long-term borrowings							33,378		72,984
	Repayment on long-term borrowings							(72,517)		(64,852)
	Distributions to noncontrolling interests							(82,759)		(67,360)
	Distributions received from unconsolidated affiliates							400		-
	Proceeds from issuance of common stock upon exercise of stock options							6,672		4,628
	Repurchase of common stock							(7,219)		(6,185)
	Capital contributions and ownership transactions by noncontrolling interests							1,119		698
	Excess tax benefit from share-based compensation							529		463
	Financing cost incurred							(1,755)		(1,986)
						Net cash flows used in financing activities		(122,152)		(61,610)
Net decrease in cash and cash equivalents								(3,069)		(1,193)
Cash and cash equivalents, beginning of period								40,718		34,147
Cash and cash equivalents, end of period							$	37,649	$	32,954

See accompanying notes to the unaudited consolidated financial statements.

5

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements

(1)  Basis of Presentation           

AmSurg Corp. (the “Company”), through its wholly owned subsidiaries, owns interests, primarily 51%, in limited partnerships and limited liability companies (“LLCs”) which own and operate ambulatory surgery centers (“centers”).  The Company also has majority ownership interests in other limited partnerships and LLCs formed to develop additional centers.  The Company does not have an ownership interest in a limited partnership or LLC greater than 51% which it does not consolidate.  The Company does have an ownership interest of less than 51% in three limited partnerships and LLCs, one of which it consolidates as the Company has substantive participation rights and two of which it does not consolidate as the Company owns 20% of each entity and the Company’s rights are limited to protective rights only.  The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and the consolidated limited partnerships and LLCs.  Consolidation of such limited partnerships and LLCs is necessary as the Company’s wholly owned subsidiaries have primarily 51% or more of the financial interest, are the general partner or majority member with all the duties, rights and responsibilities thereof, are responsible for the day-to-day management of the limited partnerships and LLCs, and have control of the entities.  The responsibilities of the Company’s noncontrolling partners (limited partners and noncontrolling members) are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they are generally required to guarantee on a pro rata basis based upon their respective ownership interests.  Intercompany profits, transactions and balances have been eliminated.  All limited partnerships and LLCs and noncontrolling partners are referred to herein as partnerships and partners, respectively.

Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the consolidated financial statements within the equity section but separate from the Company’s equity.  However, in instances in which certain redemption features that are not solely within the control of the Company are present, classification of noncontrolling interests outside of permanent equity is required.  Consolidated net income attributable to the Company and to the noncontrolling interests are identified and presented on the face of the consolidated statements of income; changes in ownership interests are accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary is measured at fair value.  Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows. 

As further described in note 12, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company’s partnerships.  While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2012, the occurrence of such regulatory changes is outside the control of the Company.  As a result, these noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets.

Center profits and losses of consolidated entities are allocated to the Company’s partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests.  The partners of the Company’s center partnerships typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax.  Each partner shares in the pre-tax earnings of the center in which it is a partner.  Accordingly, the earnings attributable to noncontrolling interests in each of the Company’s consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings.  However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its tax expense.  In addition, distributions from the partnerships are made to both the Company’s wholly owned subsidiaries and the partners on a pre-tax basis.

Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwise consolidate are accounted for using the equity method.  These investments are included as investments in unconsolidated affiliates and long-term notes receivable in the accompanying consolidated balance sheets. The Company’s share of the profits and losses from these investments are reported in equity in earnings of unconsolidated affiliates in the accompanying consolidated statement of earnings.  The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary.

The Company operates in one reportable business segment, the ownership and operation of ambulatory surgery centers.

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and in accordance with Rule 10-01 of Regulation S-X.  In the opinion of management, the unaudited interim financial statements contained in this report reflect all adjustments, consisting of only normal recurring accruals, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented.  The results of operations for any interim period are not necessarily indicative of results for the full year.

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2011 Annual Report on Form 10-K. 

6

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

(2)  Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

The determination of contractual and bad debt allowances constitutes a significant estimate.  Some of the factors considered by management in determining the amount of such allowances are the historical trends of the centers’ cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics.  Accordingly, net accounts receivable at June 30, 2012 and December 31, 2011 reflect allowances for contractual adjustments of $214,063,000 and $136,265,000, respectively, and allowances for bad debt expense of $23,009,000 and $18,844,000, respectively.  The increase in the allowance for contractual adjustments as of June 30, 2012 is the result of increases in gross fee schedules at certain of the Company’s centers.   In addition, certain centers acquired in 2011 recognized contractual adjustments at the date of service prior to January 1, 2012, at which time the centers began applying contractual adjustments upon receipt of payment.  Therefore, higher allowances for contractual adjustments were necessary at June 30, 2012 to allow for consistency in the Company’s billing policy.  Bad debt expense is included in other operating expenses and was approximately $4,791,000 and $10,038,000 for the three and six months ended June 30, 2012, respectively, and $3,880,000 and $7,930,000 for the three and six months ended June 30, 2011, respectively.

(3)  Revenue Recognition

Center revenues consist of billing for the use of the centers’ facilities (the “facility fee”) directly to the patient or third-party payor and, in certain instances, billing for anesthesia services.  Such revenues are recognized when the related surgical procedures are performed.  Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor.

Revenues from centers are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid.  During the six months ended June 30, 2012 and 2011, the Company derived approximately 28% and 31%, respectively, of its revenues from governmental healthcare programs, primarily Medicare and Medicare managed programs.  Concentration of credit risk with respect to other payors is limited due to the large number of such payors.

(4)  Acquisitions

The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination.  The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control.  The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination.

As a significant part of its growth strategy, the Company primarily acquires controlling interests in centers.  During the six months ended June 30, 2012, the Company, through a wholly owned subsidiary, acquired a controlling interest in two centers, one of which was merged into an existing center.  During the six months ended June 30, 2011, the Company acquired a controlling interest in five centers.  The aggregate amount paid for the centers acquired and for settlement of purchase price payable obligations during the six months ended June 30, 2012 and 2011 was approximately $9,972,000 and $45,674,000, respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company’s revolving credit facility.  The total fair value of an acquisition includes an amount allocated to goodwill, which results from the centers’ favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company’s business model. 

At June 30, 2012 and December 31, 2011, the Company had contingent purchase price obligations of $3,100,000 and $5,236,000.  During the six months ended June 30, 2012, the Company funded through operating cash flow $1,829,000 of its purchase price obligations.   The remaining purchase price obligations are related to the Company’s acquisition of 17 centers from National Surgical Care, Inc.  (“NSC”) on September 1, 2011.  The Company has agreed to pay as additional consideration an amount up to $7,500,000 based on a multiple of the excess earnings over the targeted earnings of the acquired centers, if any, from the period of January 1, 2012 to December 31, 2012.  In addition, $3,500,000 of the purchase price was placed in an escrow fund to allow for any working capital adjustments up to $500,000, with the remainder allocated to potential indemnity claims, if any, which must be asserted by the Company within one year of the transaction date.  During the six months ended June 30, 2012, the Company paid NSC $115,000 to settle the working capital adjustment and authorized the release from escrow of $500,000 related to the working capital adjustment.  As of June 30, 2012, the Company has recorded in other long-term liabilities in the accompanying balance sheet purchase price obligations related to the Company’s estimate of the fair value of the potential additional consideration due to NSC.

7

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisitions completed in the six months ended June 30, 2012 and 2011 are as follows (in thousands):

		Six Months Ended
		June 30,
		2012		2011
Accounts receivable		$	140	$	1,644
Supplies, inventory, prepaid and other current assets			74		498
Property and equipment			786		3,703
Goodwill			11,911		69,308
Other intangible assets			-		1,750
Accounts payable			(11)		(550)
Other accrued liabilities			(67)		(135)
Long-term debt			-		(2,639)
	Total fair value		12,833		73,579
	Less:  Fair value attributable to noncontrolling interests		4,690		27,905
	Acquisition date fair value of total consideration transferred	$	8,143	$	45,674

Fair value attributable to noncontrolling interests is based on significant inputs that are not observable in the market.  Key inputs used to determine the fair value include financial multiples used in the purchase of noncontrolling interests in centers.  Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability.  The fair value of noncontrolling interests may be subject to adjustment as the Company completes its initial accounting for acquired intangible assets.  For the six months ended June 30, 2012 and 2011, respectively, approximately $7,579,000 and $42,530,000 of goodwill recorded was deductible for tax purposes. Associated with the transactions discussed above, the Company incurred and expensed in other operating expenses approximately $52,000 and $75,000 in acquisition related costs, primarily attorney fees, for the six months ended June 30, 2012 and 2011, respectively.  

Revenues and net earnings included in the six months ended June 30, 2012 and 2011 associated with these acquisitions are as follows (in thousands):

		Six Months Ended
		June 30,
		2012		2011
Revenues		$	730	$	6,588
Net earnings			222		2,210
Less:  Net earnings attributable to noncontrolling interests			105		1,254
	Net earnings attributable to AmSurg Corp. common shareholders	$	117	$	956

8

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

The unaudited consolidated pro forma results for the six months ended June 30, 2012 and 2011, assuming all 2012 and 2011 acquisitions had been consummated on January 1, 2011, are as follows (in thousands, except per share data):  

			Six Months Ended
			June 30,
			2012		2011
Revenues			$	462,351	$	457,755
Net earnings				110,629		130,834
Amounts attributable to AmSurg Corp. common shareholders:
	Net earnings from continuing operations			31,966		29,667
	Net earnings			30,363		28,307
	Net earnings from continuing operations per common share:
		Basic	$	1.04	$	0.98
		Diluted	$	1.02	$	0.95
	Net earnings:
		Basic	$	0.99	$	0.93
		Diluted	$	0.96	$	0.91
	Weighted average number of shares and share equivalents:
		Basic		30,681		30,418
		Diluted		31,489		31,180

(5)  Dispositions

The Company initiated the disposition of certain of its centers due to management’s assessment of the limited growth opportunities at these centers.  Results of the centers discontinued for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Cash proceeds from disposal	$	-	$	3	$	-	$	3,369
Net loss from discontinued operations		(660)		(1,024)		(1,663)		(507)
Net loss from discontinued operations attributable to AmSurg Corp.		(660)		(1,053)		(1,603)		(965)

The results of operations of discontinued centers have been classified as discontinued operations in all periods presented.  Results of operations of the discontinued surgery centers for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Revenues		-		1,772		772		5,842
Earnings (loss) before income taxes		-		82		(92)		959
Net earnings (loss)		-		60		(110)		758

9

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

(6)  Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2012		2011		2012		2011
Balance, beginning of period		$	1,240,422	$	899,984	$	1,229,298	$	894,497
Goodwill acquired, including post acquisition adjustments			-		65,077		11,911		75,240
Disposals			-		(91)		(787)		(4,767)
	Balance, end of period	$	1,240,422	$	964,970	$	1,240,422	$	964,970

Amortizable intangible assets at June 30, 2012 and December 31, 2011 consisted of the following (in thousands):

		June 30, 2012						December 31, 2011
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Deferred financing cost		$	8,285	$	(2,373)	$	5,912	$	6,541	$	(1,838)	$	4,703
Agreements, contracts and other intangible assets			3,448		(2,137)		1,311		3,448		(2,026)		1,422
	Total amortizable intangible assets	$	11,733	$	(4,510)	$	7,223	$	9,989	$	(3,864)	$	6,125

Amortization of intangible assets for the three months ended June 30, 2012 and 2011 was $332,000 and $375,000, respectively, and for the six months ended June 30, 2012 and 2011 was $646,000 and $677,000, respectively.  Estimated amortization of intangible assets for the remainder of 2012 and the following five years and thereafter is $718,000, $1,431,000, $1,427,000, $1,426,000, $1,426,000, $617,000 and $178,000, respectively.  The Company expects to recognize amortization of intangible assets over a weighted average period of 5.2 years.

At June 30, 2012and December 31, 2011, other non-amortizable intangible assets related to restrictive covenant arrangements were $9,025,000 and $9,300,000, respectively.

(7)Long-term Debt

Long-term debt at June 30, 2012 and December 31, 2011 was comprised of the following (in thousands):

		June 30,		December 31,
		2012		2011
Revolving credit agreement		$	316,000	$	351,000
Fixed rate senior secured notes			75,000		75,000
Other debt			17,567		20,052
Capitalized lease arrangements			11,177		12,711
			419,744		458,763
Less current portion			10,018		10,800
	Long-term debt	$	409,726	$	447,963

On June 29, 2012, the Company amended its revolving credit agreement which it utilizes to, among other things, finance its acquisition and development projects and stock repurchase programs.   The revolving credit agreement, as amended, permits the Company to borrow up to $475,000,000 at an interest rate equal to, at the Company’s option, the base rate plus 0.75% to 1.75% or LIBOR plus 1.5% to 2.25%, or a combination thereof; provides for a fee of 0.2% to 0.4% of unused commitments; and contains certain covenants relating to the ratio of debt to operating performance measurements, interest coverage ratios and minimum net worth.  Borrowings under the revolving credit agreement mature in June 2017 and are secured primarily by a pledge of the stock of our wholly-owned subsidiaries and our partnership and membership interests in the limited partnerships and limited liability companies.  The Company was in compliance with all covenants contained in the revolving credit agreement at June 30, 2012.

10

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

The Company’s $75,000,000 of 6.04% fixed rate senior secured notes are pari passu with the indebtedness under the Company’s revolving credit facility and require payment of principal beginning in August 2013 and are set to mature on May 28, 2020.  The note purchase agreement governing the senior secured notes contains covenants similar to the covenants in the revolving credit agreement.  The Company was in compliance with all covenants contained in the note purchase agreement at June 30, 2012. 

(8)  Derivative Instruments

The Company entered into an interest rate swap agreement in April 2006, the objective of which was to hedge exposure to the variability of the future expected cash flows attributable to the variable interest rate of a portion of the Company’s outstanding balance under its revolving credit agreement.  The interest rate swap matured in April 2011.  Prior to April 2011, the interest rate swap had a notional amount of $50,000,000.  The Company paid to the counterparty a fixed rate of 5.365% of the notional amount of the interest rate swap and received a floating rate from the counterparty based on LIBOR.  In the opinion of management and as permitted by Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging, the interest rate swap (as a cash flow hedge) was a fully effective hedge.  Payments or receipts of cash under the interest rate swap were shown as a part of operating cash flows, consistent withthe interest expense incurred pursuant to the revolving credit agreement.  An increase in the fair value of the interest rate swap, net of tax, of $138,000 and $515,000 was included in other comprehensive income for the three and six months ended June 30, 2011.  The Company had no accumulated other comprehensive income or loss, net of income taxes, at June 30, 2012 and December 31, 2011.

(9)  Fair Value Measurements

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability.  The inputs used by the Company to measure fair value are classified into the following fair value hierarchy:

Level 1:  Quoted prices in active markets for identical assets or liabilities.

Level 2:  Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3:  Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company adopted the updated guidance of the Financial Accounting Standards Board, (“FASB”), related to fair value measurements and disclosures, which requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, in the reconciliation for fair value measurements using significant unobservable inputs, or Level 3, a reporting entity should disclose separately information about purchases, sales, issuances and settlements. The updated guidance also requires that an entity should provide fair value measurement disclosures for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for Level 2 and Level 3 fair value measurements. The guidance was effective for the Company January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair value measurements, which became effective for the Company January 1, 2011.  The Company adopted the additional guidance with respect to the roll forward activity in Level 3 fair value measurements on January 1, 2011.

In determining the fair value of assets and liabilities that are measured on a recurring basis at June 30, 2012 and December 31, 2011, the Company utilized Level 2 inputs to perform such measurements related to the supplemental executive retirement plan, which were commensurate with the market approach, and utilized Level 3 inputs, which utilizes unobservable data, to measure the fair value of the contingent purchase price payable (in thousands):

		June 30,		December 31,
		2012		2011
Assets:
	Supplemental executive retirement savings plan investments - Level 2	$	8,051	$	6,516
Liabilities:
	Contingent purchase price payable - Level 3	$	3,100	$	3,100

The fair value of the supplemental executive retirement savings plan investments, which are included in prepaid and other current assets, was determined using the calculated net asset values obtained from the plan administrator and observable inputs of similar public mutual fund investments.  In determining the fair value of the contingent purchase price payable, management prepared an estimate of the expected earnings of the centers acquired from NSC under various scenarios and weighted the probable outcome of each scenario using a range of expected probability of 25% to 40%.  Management discounted the results of such analysis using a discount rate of 1.6%.  There have been no changes to the fair value of the

11

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

contingent purchase price payable since its establishment. There were no transfers to or from Levels 1 and 2 during the six months ended June 30, 2012.

Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value.  The fair value of fixed rate long-term debt, with a carrying value of $98,062,000, was $105,770,000 at June 30, 2012.  The fair value of variable rate long-term debt approximates its carrying value of $321,682,000 at June 30, 2012.  The fair value of fixed rate long-term debt, with a carrying value of $101,188,000, was $105,302,000 at December 31, 2011.  The fair value of variable rate long-term debt approximated its carrying value of $357,575,000 at December 31, 2011.  The fair value of fixed rate debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders.

(10)  Shareholders’ Equity

a.   Common Stock

On October 20, 2010, the Company’s Board of Directors authorized a stock repurchase program for up to $40,000,000 of the Company’s shares of common stock to be purchased over the following 18 months. On April 24, 2012, the Board of Directors authorized a new stock purchase program for up to $40,000,000 of the Company’s shares of common stock through November 1, 2013. 

During the six months ended June 30, 2012, the Company purchased 216,994 shares of the Company’s common stock for approximately $5,956,000, at an average price of $27 per share, in order to mitigate the dilutive effect of shares issued upon the exercise of stock options pursuant to the Company’s stock incentive plans.  During the six months ended June 30, 2011, the Company purchased 248,100 shares of the Company’s common stock for approximately $6,185,000, at an average price of $25 per share.  In addition, during the six months ended June 30, 2012, and June 30, 2011, the Company repurchased 48,139 shares and 22,802 shares, respectively, of common stock to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements.

b.   Stock Incentive Plans

In May 2006, the Company adopted the AmSurg Corp. 2006 Stock Incentive Plan.  The Company also has options outstanding under the AmSurg Corp. 1997 Stock Incentive Plan, under which no additional options may be granted.  Under these plans, the Company has granted restricted stock and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock.  At June 30, 2012, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 1,069,084 shares were available for future equity grants, including 931,575 shares available for issuance as restricted stock.  Restricted stock granted to outside directors prior to 2010 is fully vested but is restricted from trading for five years from the date of grant.  Restricted stock granted to outside directors in 2011 and 2012 vests over a two and one year period, respectively and is subject to certain holding restrictions.  Restricted stock granted to employees during 2009 and thereafter vests over four years in three equal installments beginning on the second anniversary of the date of grant.  Restricted stock granted to employees prior to 2009 is fully vested.  In addition, shares held by the Company’s senior management are subject to certain holding restrictions.  The fair value of restricted stock is determined based on the closing bid price of the Company’s common stock on the grant date.

Options are granted at market value on the date of the grant.  Prior to 2007, granted options vested in four equal annual installments, commencing on the date of grant.  Options granted in 2007 and 2008 vest at the end of four years from the grant date.  No options were issued in 2012 and 2011.  Outstanding options have a term of ten years from the date of grant. 

Other information pertaining to share-based activity during the three and six months ended June 30, 2012 and 2011 was as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Share-based compensation expense	$	1,620	$	1,578	$	3,412	$	3,171
Fair value of shares vested		477		294		6,425		2,657
Cash received from option exercises		4,151		1,031		6,672		4,628
Tax benefit from option exercises		450		61		529		463

12

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

As of June 30, 2012, the Company had total unrecognized compensation cost of approximately $9,543,000 related to non-vested awards, which the Company expects to recognize through 2016 and over a weighted average period of 1.2 years.

Average outstanding share-based awards to purchase approximately 39,062 and 792,165 shares of common stock that had an exercise price in excess of the average market price of the common stock during the periods ended June 30, 2012 and 2011, respectively, were not included in the calculation of diluted securities options under the treasury method for purposes of determining diluted earnings per share due to their anti-dilutive impact.

A summary of the status of non-vested restricted shares at June 30, 2012 and changes during the six months ended June 30, 2012 is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at December 31, 2011		732,412	$	21.91
	Shares granted	281,429		26.78
	Shares vested	(183,019)		25.98
	Shares forfeited	(448)		24.75
Non-vested shares at June 30, 2012		830,374	$	22.51

A summary of stock option activity for the six months ended June 30, 2012 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at December 31, 2011		2,510,054	$	23.09	3.4
	Options exercised with total intrinsic value of $6,672,000	(324,860)		20.54
	Options terminated	(5,625)		21.85
Outstanding at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9
Vested at June 30, 2012 with aggregate intrinsic value of  $14,189,000		2,179,569	$	23.47	2.9
Exercisable at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9

The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at June 30, 2012 exercised their options at the Company’s closing stock price on June 30, 2012.

13

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

c.   Earnings per Share

The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts):

		Three Months Ended June 30,					Six Months Ended June 30,
					Per					Per
		Earnings		Shares	Share		Earnings		Shares	Share
		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
2012:
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (basic)	$	16,196	30,743	$	0.53	$	31,915	30,681	$	1.04
Effect of dilutive securities
	options and non-vested shares		-	834				-	808
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (diluted)	$	16,196	31,577	$	0.51	$	31,915	31,489	$	1.01
Net earnings attributable
	to AmSurg Corp. per common	$	15,536	30,743	$	0.51	$	30,312	30,681	$	0.99
	share (basic)
Effect of dilutive securities
	options and non-vested shares		-	834				-	808
Net earnings attributable
	to AmSurg Corp. per common
	share (diluted)	$	15,536	31,577	$	0.49	$	30,312	31,489	$	0.96
2011:
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (basic)	$	12,683	30,415	$	0.42	$	24,288	30,418	$	0.80
Effect of dilutive securities
	options and non-vested shares		-	920				-	762
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (diluted)	$	12,683	31,335	$	0.40	$	24,288	31,180	$	0.78
Net earnings attributable
	to AmSurg Corp. per common	$	11,630	30,415	$	0.38	$	23,323	30,418	$	0.77
	share (basic)
Effect of dilutive securities
	options and non-vested shares		-	920				-	762
Net earnings attributable
	to AmSurg Corp. per common
	share (diluted)	$	11,630	31,335	$	0.37	$	23,323	31,180	$	0.75

14

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

(11)  Income Taxes

The Company files a consolidated federal income tax return.  Income taxes are accounted for under the asset and liability method.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes.  In addition, it is the Company’s policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its statement of earnings.  The Company does not expect significant changes to its tax positions or liability for tax uncertainties during the next 12 months.

The Company and its subsidiaries file U.S. federal and various state tax returns.  With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2008.

(12)  Commitments and Contingencies

The Company and its subsidiaries are insured with respect to medical malpractice risk on a claims-made basis.  The Company also maintains insurance for general liability, director and officer liability and property damage.  Certain policies are subject to deductibles.  In addition to the insurance coverage provided, the Company indemnifies its officers and directors for actions taken on behalf of the Company and its subsidiaries.  Management is not aware of any claims against it or its subsidiaries which would have a material financial impact on the Company.

Certain of the Company’s wholly owned subsidiaries, as general partners in the limited partnerships, are responsible for all debts incurred but unpaid by the limited partnerships.  As manager of the operations of the limited partnerships, the Company has the ability to limit potential liabilities by curtailing operations or taking other operating actions.

In the event of a change in current law that would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in a substantial majority of the Company’s partnerships.  The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements.  The Company believes the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2012. 

On September 1, 2011, the Company acquired interests in 17 centers from NSC and agreed to pay as additional consideration an amount up to $7,500,000 based on a multiple of the excess earnings over the targeted earnings of the acquired centers (as defined), if any, from the period of January 1, 2012 to December 31, 2012.  Settlement of such contingency is expected to occur during the first quarter of 2013. 

(13)  Recent Accounting Pronouncements

In June 2011, the FASB amended ASC 220, "Presentation of Comprehensive Income." This amendment requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. In December 2011, the FASB issued Accounting Standards Update ("ASU") 2011-12, which is an update to the amendment issued in June 2011. This amendment defers the specific requirements to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income.  The amended guidance, which must be applied retroactively, is effective for interim and annual periods beginning after December 15, 2011, with earlier adoption permitted. This ASU impacts presentation only and had no effect on the Company’s consolidated financial position, results of operations or cash flows.

In July 2011, the FASB issued ASU 2011-07, which requires healthcare organizations that perform services for patients for which the ultimate collection of all or a portion of the amounts billed or billable cannot be determined at the time services are rendered to present all bad debt expense associated with patient service revenue as an offset to the patient service revenue line item in the statement of operations. The ASU also requires qualitative disclosures about the Company’s policy for recognizing revenue and bad debt expense for patient service transactions and quantitative information about the effects of changes in the assessment of collectability of patient service revenue. This ASU is effective for fiscal years beginning after December 15, 2011.  The Company has evaluated ASU 2011-07 and has determined that the requirements of this ASU are not applicable to the Company as the ultimate collection of patient service revenue is generally determinable at the time of service, and therefore, the ASU had no impact on the Company’s consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued ASU 2011-08, which simplifies how entities test goodwill for impairment. Previous guidance required an entity to perform a two-step goodwill impairment test at least annually by comparing the fair value of a reporting unit with its carrying amount, including goodwill, and recording an impairment loss if the fair value is less than the carrying amount. This ASU allows an entity to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a

15

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

reporting unit is less than its carrying amount. If an entity determines after that assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. This ASU is applicable to interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and was adopted by the Company effective January 1, 2012.  The adoption of this ASU did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.

(14)  Supplemental Cash Flow Information

Supplemental cash flow information for the six months ended June 30, 2012 and 2011 is as follows (in thousands):

				Six Months Ended
				June 30,
				2012		2011
Cash paid during the period for:
	Interest			$	8,178	$	6,899
	Income taxes, net of refunds				11,963		5,614
Non-cash investing and financing activities:
	Decrease in accounts payable associated with acquisition of
		property and equipment			(225)		(867)
	Capital lease obligations				48		188
	Effect of acquisitions and related transactions:
		Assets acquired, net of cash and adjustments			12,911		76,923
		Liabilities assumed and noncontrolling interests			(4,768)		(31,249)
		Payment of purchase price payable			1,829		-
			Payment for interests in surgery centers and related transactions	$	9,972	$	45,674

(15)  Subsequent Events

The Company assessed events occurring subsequent to June 30, 2012 for potential recognition and disclosure in the unaudited consolidated financial statements. In July 2012, the Company, through a wholly owned subsidiary, acquired a majority interest in a surgery center for approximately $6,200,000.  Other than as previously described, no events have occurred that would require adjustment to or disclosure in the unaudited consolidated financial statements.

16

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements                                                                        

This report contains certain forward-looking statements (all statements other than with respect to historical fact) within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby.  Investors are cautioned that all forward-looking statements involve known and unknown risks and uncertainties including, without limitation, those described in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and listed below in this report, some of which are beyond our control.  Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate.  Therefore there can be no assurance that the forward-looking statements included in this report will prove to be accurate.  Actual results could differ materially and adversely from those contemplated by any forward-looking statement.  In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.  We undertake no obligation to publicly release any revisions to any forward-looking statements in this discussion to reflect events and circumstances occurring after the date hereof or to reflect unanticipated events.

Forward-looking statements and our liquidity, financial condition and results of operations, may be affected by the following risks and uncertainties and the other risks and uncertainties discussed in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 under “Item 1A. – Risk Factors,” as well as other unknown risks and uncertainties:

·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 compete for physician partners, managed care contracts, patients and strategic relationships;

·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;

·adverse weather and other factors beyond our control that may affect our surgery centers;

·adverse impacts on our business associated with current and future economic conditions;

·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;

·uncertainties regarding the impact of the Health Reform Law;

·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;

·potential write-off of all or a portion of intangible assets; and

·potential liabilities relating to the tax deductibility of goodwill.

17

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Overview

We acquire, develop and operate ambulatory surgery centers, or centers or ASCs, in partnership with physicians.  As of June 30, 2012, we had 228 operating ASCs, of which we owned a majority interest (primarily 51%) in 225 ASCs and owned a minority interest in three ASCs (one of which is consolidated). The following table presents the number of procedures performed at our continuing centers and changes in the number of ASCs in operation, under development and under letter of intent for the three and six months ended June 30, 2012 and 2011.  An ASC is deemed to be under development when a limited partnership or limited liability company has been formed with the physician partners to develop the ASC.

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2012	2011	2012	2011
Procedures	385,630	338,331	768,180	656,601
Continuing centers in operation, end of period (consolidated)	226	206	226	206
Continuing centers in operation, end of period (unconsolidated)	2	-	2	-
Average number of continuing centers in operation, during period	225	206	225	203
New centers added during period	1	5	2	6
Centers discontinued during period	-	1	2	2
Centers under development, end of period	-	1	-	1
Centers under letter of intent, end of period	7	4	7	4

Of the continuing centers in operation at June 30, 2012, 147 centers performed gastrointestinal endoscopy procedures, 39 centers performed procedures in multiple specialties, 35 centers performed ophthalmology procedures and seven centers performed orthopedic procedures.  We intend to expand primarily through the acquisition and development of additional ASCs and through future same-center growth.  During the six months ended June 30, 2012, we experienced same-center revenue growth of 4%.  We estimate that 1% of this increase was a result of improved winter weather conditions in 2012 compared to 2011.  We expect our same-center revenue growth for 2012 to be 2% to 3%.  Our growth strategy also includes the acquisition and development of additional surgery centers, which we expect on an annual basis would generate additional operating income of $25 million to $29 million.  We anticipate that because the majority of these acquisitions would occur in the latter part of 2012, their contribution to our 2012 operating income would not be significant.

While we own less than 100% of each of the entities that own the centers, our consolidated statements of earnings include 100% of the results of operations of each of our consolidated entities, reduced by the noncontrolling partners’ interests share of the net earnings or loss of the surgery center entities.  The noncontrolling ownership interest in each limited partnership or limited liability company is generally held directly or indirectly by physicians who perform procedures at the center.  Our share of the profits and losses of two non-consolidated entities are reported in equity in earnings of unconsolidated affiliates in our statement of earnings. 

Sources of Revenues

Substantially all of our revenues are derived from facility fees charged for surgical procedures performed in our surgery centers.  This fee varies depending on the procedure, but usually includes all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications.  Facility fees do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians, which are billed directly.  At certain of our centers, our revenues include charges for anesthesia services delivered by medical professionals employed or contracted by our centers.  Our revenues are recorded net of estimated contractual adjustments from third-party medical service payors.

ASCs depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients.  The amount of payment a surgery center receives for its services may be adversely affected by market and cost factors as well as other factors over which we have no control, including changes to the Medicare and Medicaid payment systems and the cost containment and utilization decisions of third-party payors.  We derived approximately 28% and 31% of our revenues in the six months ended June 30, 2012 and 2011, respectively, from governmental healthcare programs, primarily Medicare and Medicare managed programs, and the remainder from a wide mix of commercial payors and patient co-pays and deductibles.  The Medicare program currently pays ASCs in accordance with predetermined fee schedules.

Effective January 1, 2008, CMS revised the payment system for services provided in ASCs, and the phase-in of the revised rates was completed in 2011.  Under the revised payment system, ASCs are paid based upon a percentage of the payments to hospital outpatient departments pursuant to the hospital outpatient prospective payment system and reimbursement rates for ASCs are increased annually based on increases in the consumer price index, or CPI.  The revised payment system resulted in a significant reduction in the reimbursement rates for gastroenterology procedures, which comprised approximately 75% of the procedures performed by our surgery centers, and certain ophthalmology and pain procedures.  We estimate that our net earnings per share were negatively impacted by the revised payment system by $0.05 in 2008, an additional $0.07 in 2009, an additional $0.06 in 2010 and an additional $0.05 in 2011. 

18

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Effective for fiscal year 2011 and subsequent years, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or the Health Reform Law, provides for the annual CPI increases applicable to ASCs to be reduced by a productivity adjustment, which will be based on historical nationwide productivity gains. The final reimbursement rates announced by CMS in November 2011 for 2012, reflect a 1.6% net increase, which we estimate will positively impact our 2012 revenue by approximately $5.0 million.  There can be no assurance that CMS will not further revise the payment system, or that any annual CPI increases will be material.  We estimate that recently announced preliminary reimbursement rates for 2013 by CMS, which are subject to final approval in November 2012, would positively impact our 2013 revenue by approximately $4.0 million.

Pursuant to the Budget Control Act of 2011, or BCA, a bipartisan joint congressional committee was formed to identify deficit reductions of $1.2 trillion by November 23, 2011. Because the committee failed to propose a plan to cut the deficit by the deadline, the BCA requires automatic spending reductions of $1.2 trillion for federal fiscal years 2013 through 2021, minus any deficit reductions enacted by Congress and debt service costs.  The percentage reduction for Medicare may not be more than 2% for a fiscal year, with a uniform percentage reduction across all Medicare programs.  We are unable to predict how these spending reductions will be structured or how they would impact the Company, what other deficit reduction initiatives may be proposed by Congress or whether Congress will attempt to suspend or restructure the automatic budget cuts.

The Health Reform Law represents significant change across the healthcare industry.  The Health Reform Law contains a number of provisions designed to reduce Medicare program spending, including the annual productivity adjustment, discussed above, that reduces payment updates to ASCs, effective since fiscal year 2011.  However, the Health Reform Law also expands coverage of uninsured individuals through a combination of public program expansion and private sector health insurance reforms.  For example, the Health Reform Law, as enacted, expands eligibility under existing Medicaid programs, imposes financial penalties on individuals who fail to carry insurance coverage, creates affordability credits for those not enrolled in an employer-sponsored health plan, requires each state to establish a health insurance exchange and permits states to create federally funded, non-Medicaid plans for low-income residents not eligible for Medicaid.  The Health Reform Law also establishes a number of private health insurance market reforms, including a ban on lifetime limits and pre-existing condition exclusions, new benefit mandates and increased dependent coverage. 

Many health plans are required to cover, without cost-sharing, certain preventive services designated by the U.S. Preventive Services Task Force, including screening colonoscopies.  Medicare must now also cover these preventive services without cost-sharing, and, beginning in 2013, states that provide Medicaid coverage of these preventive services without cost-sharing will receive a one percentage point increase in their federal medical assistance percentage for these services.

Health insurance market reforms that expand insurance coverage may result in an increased volume for certain procedures at our centers.  However, many of these provisions of the Health Reform Law will not become effective until 2014 or later, and these provisions may be amended or repealed or their impact could be offset by reductions in reimbursement under the Medicare program.  On June 28, 2012, the United States Supreme Court upheld the constitutionality of the Health Reform Law except for provisions that would have allowed the Department of Health and Human Services to penalize states that do not implement the Medicaid expansion of the law with the loss of existing federal Medicaid funding.  It is unclear how many states will decline to implement the Medicaid expansion and what the resulting impact will be on the number of uninsured individuals.  Repeal of the Health Reform Law continues to be a theme in political campaigns during this election year.

Because of the many variables involved, including the law’s complexity, lack of implementing regulations or interpretive guidance, gradual implementation, and possible amendment or repeal, we are unable to predict the net effect of the reductions in Medicare spending, the expected increases in revenues from increased procedure volumes, and numerous other provisions in the law that may affect the Company.  We are further unable to foresee how individuals and employers will respond to the choices afforded them by the Health Reform Law.  Thus, we cannot predict the full impact of the Health Reform Law on the Company at this time.

CMS is increasing its administrative audit efforts through the nationwide expansion of the recovery audit contractor, or RAC, program.  RACs are private contractors that conduct post-payment reviews of providers and suppliers that bill Medicare to detect and correct improper payments for services.  The Health Reform Law expands the RAC program’s scope to include Medicaid claims.  In addition to RACs, other contractors, such as Medicaid Integrity Contractors, perform payment audits to identify and correct improper payments.  We could incur costs associated with appealing any alleged overpayments and be required to repay any alleged overpayments identified by these or other administrative audits.

We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. Effective January 15, 2009, CMS promulgated three national coverage determinations that prevent Medicare from paying for certain serious, preventable medical errors performed in any healthcare facility, such as surgery performed on the wrong patient or the wrong site.  Several commercial payors also do not reimburse providers for certain preventable adverse events.  In addition, a 2006 federal law authorizes CMS to require ASCs to submit data on certain quality measures.  In addition, CMS established a quality reporting program for ASCs under which ASCs that fail to report on five quality measures beginning on October 1, 2012 will receive a 2% reduction in reimbursement for calendar year 2014.  Further, the Health Reform Law required the Department of Health and Human Services, or HHS, to present a plan to Congress for implementing a value-based purchasing system that would tie Medicare payments to ASCs to quality and efficiency measures. On April 18, 2011, HHS reported to Congress on its plan for implementing a value-based purchasing program for ASCs.  HHS recommended a phase-in timeframe for implementation and described the initial steps to include a quality reporting program such as CMS is implementing this year.  The Health Reform Law also requires HHS to study whether to expand to ASCs its current policy of not paying additional amounts for care provided to treat conditions acquired during an inpatient hospital stay.

19

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

In addition to payment from governmental programs, ASCs derive a significant portion of their revenues from private healthcare insurance plans. These plans include both standard indemnity insurance programs as well as managed care programs, such as PPOs and HMOs.  The strengthening of managed care systems nationally has resulted in substantial competition among providers of surgery center services that contract with these systems.  Exclusion from participation in a managed care network could result in material reductions in patient volume and revenue.  Some of our competitors have greater financial resources and market penetration than we do.  We believe that all payors, both governmental and private, will continue their efforts over the next several years to reduce healthcare costs and that their efforts will generally result in a less stable market for healthcare services. While no assurances can be given concerning the ultimate success of our efforts to contract with healthcare payors, we believe that our position as a low‑cost alternative for certain surgical procedures should enable our surgery centers to compete effectively in the evolving healthcare marketplace.

Critical Accounting Policies

A summary of significant accounting policies is disclosed in our 2011 Annual Report on Form 10-K.  Our critical accounting policies are further described under the caption “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2011 Annual Report on Form 10-K.  There have been no changes in the nature of our critical accounting policies or the application of those policies since December 31, 2011.

Results of Operations

Our revenues are directly related to the number of procedures performed at our centers.  Our overall growth in procedure volume is impacted directly by the increase in the number of centers in operation and the growth in procedure volume at existing centers.  We increase our number of centers through both acquisitions and developments.  Procedure growth at any existing center may result from additional contracts entered into with third-party payors, increased market share of our physician partners, additional physicians utilizing the center and/or scheduling and operating efficiencies gained at the surgery center.  A significant measurement of how much our revenues grow from year to year for existing centers is our same-center revenue percentage.  We define our same-center group each year as those centers that contain full year-to-date operations in both comparable reporting periods, including the expansion of the number of operating centers associated with a limited partnership or limited liability company.  Our 2012 same-center group, comprised of 202 centers and constituting approximately 89% of our total number of centers, had 3%  and 4% revenue growth during the three and six months ended June 30, 2012, respectively.  We have revised our same-center revenue growth expectations for 2012 to a 2% to 3% increase.  Our revised estimate is a result of improved results experienced in the three months ended March 31, 2012 and reflects positive rate adjustments from CMS in 2012 versus negative rate adjustments experienced in prior years.

Expenses directly and indirectly related to procedures performed at our surgery centers include clinical and administrative salaries and benefits, supply cost and other operating expenses such as linen cost, repair and maintenance of equipment, billing fees and bad debt expense.  The majority of our corporate salary and benefits cost is associated directly with the number of centers we own and manage and tends to grow in proportion to the growth of our centers in operation.Our centers andcorporate offices also incur costs that are more fixed in nature, such as lease expense, legal fees, property taxes, utilities and depreciation and amortization.

Surgery center profits are allocated to our noncontrolling partners in proportion to their individual ownership percentages and reflected in the aggregate as total net earnings attributable to noncontrolling interests and are presented after net earnings.  The noncontrolling partners of our center limited partnerships and limited liability companies typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax.  Each noncontrolling partner shares in the pre-tax earnings of the center of which it is a partner.  Accordingly, net earnings attributable to the noncontrolling interests in each of our center limited partnerships and limited liability companies are generally determined on a pre-tax basis, and pre-tax earnings are presented before net earnings attributable tononcontrolling interests have been subtracted.

Accordingly, the effective tax rate on pre-tax earnings as presented has been reduced to approximately 16%.  However, the effective tax rate based on pre-tax earnings attributable to AmSurg Corp. common shareholders, on an annual basis, will remain near the historical percentage of 40%.  We file a consolidated federal income tax return and numerous state income tax returns with varying tax rates.  Our income tax expense reflects the blending of these rates.

Net earnings from continuing operations attributable to AmSurg Corp. common shareholders are disclosed on the unaudited consolidated statements of earnings.

Our interest expense results primarily from our borrowings used to fund acquisition and development activity, as well as interest incurred on capital leases.See “–  Liquidity and Capital Resources.” 

20

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

The following table shows certain statement of earnings items expressed as a percentage of revenues for the three and six months ended June 30, 2012 and 2011:

			Three Months Ended		Six Months Ended
			June 30,		June 30,
			2012	2011	2012	2011
Revenues			100.0%	100.0%	100.0%	100.0%
Operating expenses:
	Salaries and benefits		30.7	30.4	31.0	30.8
	Supply cost		14.3	12.8	14.2	12.7
	Other operating expenses		21.0	21.5	20.8	21.4
	Depreciation and amortization		3.2	3.3	3.2	3.3
		Total operating expenses	69.2	68.0	69.2	68.2
Equity in earnings of unconsolidated affiliates			0.1	-	0.1	-
		Operating income	30.9	32.0	30.9	31.8
Interest expense			1.8	2.0	1.8	2.1
	Earnings from continuing operations before income taxes		29.1	30.0	29.1	29.7
Income tax expense			4.8	4.7	4.8	4.7
	Net earnings from continuing operations, net of income tax		24.3	25.3	24.3	25.0
Discontinued operations:
	Earnings from operations of discontinued interests in surgery centers,
		net of income tax expense	-	-	-	0.2
	Loss on disposal of discontinued interests in surgery centers,
		net of income tax expense	(0.3)	(0.6)	(0.4)	(0.3)
		Net loss from discontinued operations	(0.3)	(0.6)	(0.4)	(0.1)
		Net earnings	24.0	24.7	23.9	24.9
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations		17.3	18.5	17.3	18.4
	Net earnings from discontinued operations		-	-	-	0.1
		Total net earnings attributable to noncontrolling interests	17.3	18.5	17.3	18.5
		Net earnings attributable to AmSurg Corp. common shareholders	6.7%	6.2%	6.6%	6.4%
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax		7.0%	6.8%	6.9%	6.6%
	Discontinued operations, net of income tax		(0.3%)	(0.6%)	(0.3%)	(0.2%)
		Net earnings attributable to AmSurg Corp. common shareholders	6.7%	6.2%	6.6%	6.4%

The number of procedures performed in our ASCs increased by 47,301, or 14%, to 385,630, and 111,579, or 17%, to 768,180 in the three and six months ended June 30, 2012, respectively, from 338,331 and 656,601 in the comparable 2011 periods.  Revenues increased $44.1 million, or 24%, to $231.6 million and $96.5 million, or 26%, to $461.8 million in the three and six months ended June 30, 2012, respectively, from $187.5 million and $365.2 million in the comparable 2011 periods.  The increase in procedure and revenue growth is primarily attributable to the additional centers acquired in 2011 and 2012 and our same-center revenue growth as follows:

·centers acquired or opened in 2011, which contributed $38.5 million and $81.0 million of additional revenues in the three and six months ended June 30, 2012, respectively, due to having a full period of operations in 2012;

·$5.2 million and $14.6 million of revenue growth for the three and six months ended June 30, 2012, respectively, recognized by our 2012 same-center group, reflecting a 3% and 4% increase, respectively, primarily as a result of procedure growth; and

·centers acquired in 2012, which generated $515,000 and $730,000 in revenues during the three and six months ended June 30, 2012, respectively.

The percentage increase in revenues in excess of the percentage increase in procedures is due primarily to the centers acquired in the latter half of 2011, the majority of which are multi-specialty centers and which have a higher average net revenue per procedure than the mix of centers we operated during the three and six months ended June 30, 2011.

21

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Salaries and benefits increased by 24% and 28% to $71.0 million and $143.4 million in the three and six months ended June 30, 2012, respectively, from $57.1 million and $112.4 million in the comparable 2011 periods.  Salaries and benefits as a percentage of revenues increased by 30 basis points and 20 basis points in the  three and six months ended June 30, 2012, respectively, compared to June 30, 2011, primarily due to increases in center and corporate salaries and benefits.  Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers, resulted in a 24% and 27% increase in salaries and benefits at our surgery centers in the three and six months ended June 30, 2012, respectively.  Furthermore, we experienced a 26% and 32% increase in salaries and benefits at our corporate offices during the three and six months ended June 30, 2012, over the comparable 2011 periods, due to higher bonus expense in 2012 as compared to 2011, additional equity compensation expense, additional staff employed to manage the additional centers added over the prior year and the impact of annual salary adjustments.

Supply cost was $33.2 million and $65.4 million in the three and six months ended June 30, 2012, respectively, an increase of $9.2 million and $19.0 million, or 39% and 41%, over supply cost in the comparable 2011 periods.  The increase was primarily the result of additional procedure volume and an increase in our average supply cost per procedure of 20% in the six months ended June 30, 2012.  This increase in our average supply cost per procedure is a result of the acquisition of 18 multi-specialty centers acquired in the latter part of 2011, which generally have higher supply cost per procedure than single specialty centers and an increase in certain drug costs at our gastroenterology centers due to supply shortages.

Other operating expenses increased $8.3 million, or 21%, and $17.9 million, or 23%, to $48.7 million and $96.1 million in the three and six months ended June 30, 2012, respectively, from $40.4 million and $78.2 million in the comparable 2011 periods.  The additional expense in the 2012 period resulted primarily from:

·centers acquired or opened during 2011, which resulted in an increase of $8.4 million and $17.4 million in other operating expenses in the three and six months ended June 30, 2012, respectively; and

·an increase of $2.0 million and $3.8 million in other operating expenses at our 2012 same-center group in the three and six months ended June 30, 2012, respectively, resulting primarily from general inflationary cost increases.

Additionally, other operating expenses during the three and six months ended June 30, 2011 included $1.1 million of transaction related costs associated with the acquisition of the NSC centers in 2011.

Depreciation and amortization expense increased $1.3 million, or 22%, and $2.7 million, or 23%, in the three and six months ended June 30, 2012, respectively, primarily as a result of centers acquired during 2011 and 2012.

We anticipate further increases in operating expenses in 2012, primarily due to additional acquired centers and potential additional start-up centers. Typically, a start-up center will incur start-up losses while under development and during its initial months of operation and will experience lower revenues and operating margins than an established center.  This typically continues until the case load at the center grows to a more normal operating level, which generally is expected to occur within 12 months after the center opens.  During the six months ended June 30, 2012, we had one center under development that commenced operations.

Interest expense increased $528,000, or 15%, and $855,000, or 11%, to $4.2 million and $8.4 million in the three and six months ended June 30, 2012, respectively, from $3.6 million and $7.6 million in the comparable periods in 2011.  This increase was primarily due to additional long-term debt outstanding during 2012 resulting from our acquisition activities in 2012 and 2011. See “—Liquidity and Capital Resources.” 

We recognized income tax expense of $11.3 million and $22.2 million in the three and six months ended June 30, 2012, respectively, compared to $8.9 million and $17.2 million in the comparable 2011 periods.  Our effective tax rate in 2012 was 16.5% of earnings from continuing operations before income taxes.  This differs from the federal statutory income tax rate of 35.0% primarily due to the exclusion of the noncontrolling interests’ share of pre-tax earnings and the impact of state income taxes.  Because we deduct goodwill amortization for tax purposes only, approximately 50% to 60% of our income tax expense is deferred and our deferred tax liability continues to increase, which would only be due in part or in whole upon the disposition of a portion or all of our surgery centers.

During the six months ended June 30, 2012, we classified two additional surgery centers in discontinued operations, of which one center was sold and one was closed during the period.  We pursued the disposition of these centers due to our assessment of their limited growth opportunities.  These centers’ results of operations and gains and losses associated with their dispositions have been classified as discontinued operations in all periods presented.  We recognized an after-tax loss on the disposition of discontinued interests in surgery centers of $660,000 and $1.6 million during the three and six months ended June 30, 2012, respectively, and $1.1 million and $1.3 million during the three and six months ended June 30, 2011, respectively.  The net loss derived from the operations of the discontinued surgery centers was $0 and $110,000 during the three and six months ended June 30, 2012 and the net earnings derived from the operations of the discontinued surgery centers was $60,000 and $758,000 during the three and six months ended June 30, 2011.

Noncontrolling interests in net earnings for the three and six months ended June 30, 2012 increased $5.3 million, or 15%, and $12.5 million, or 19%, from the comparable 2011 periods, primarily as a result of noncontrolling interests in earnings at surgery centers recently added to operations.  As a percentage of revenues, noncontrolling interests decreased to 17.3% from 18.5%, and to 17.3% from 18.5% in the three and six months ended June 30, 2012, respectively, as a result of the Company’s higher ownership percentage in centers acquired in the prior year.  The net loss from discontinued operations attributable to noncontrolling interests was $0 and $60,000 during the three and six months ended June 30, 2012, respectively, and the net earnings from discontinued operations attributable to noncontrolling interests were $29,000 and $458,000 during the three and six months ended June 30, 2011, respectively.

22

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2012 and 2011 were $37.6 million and $32.9million, respectively.  At June 30, 2012, we had working capital of $107.4 million, compared to $109.6 million at December 31, 2011.  Operating activities for the six months ended June 30, 2012 generated $143.6 million in cash flow from operations, compared to $113.0 million in the six months ended June 30, 2011.  The increase in operating cash flow resulted primarily from higher net earnings in the 2012 period over the comparable period.  Positive operating cash flows of individual centers are the sole source of cash used to make distributions to our wholly-owned subsidiaries, as well as to the partners, which we are obligated to make on a monthly basis in accordance with each partnership’s partnership or operating agreement.  Distributions to noncontrolling interests, which is considered a financing activity, in the six months ended June 30, 2012 and 2011 were $82.8 million and $67.4 million, respectively.  Distributions to noncontrolling interests increased $15.4 million, primarily as a result of additional centers in operation and positive same-center growth, resulting in greater operating cash available for distributions.

The principal source of our operating cash flow is the collection of accounts receivable from governmental payors, commercial payors and individuals.  Each of our surgery centers bills for services as delivered, usually within several days following the date of the procedure.  Generally, unpaid amounts that are 30 days past due are rebilled based on a standard set of procedures.  If amounts remain uncollected after 60 days, our surgery centers proceed with a series of late-notice notifications until amounts are either collected, contractually written off in accordance with contracted rates or determined to be uncollectible, typically after 90 to 120 days.  Receivables determined to be uncollectible are written off and such amounts are applied to our estimate of allowance for bad debts as previously established in accordance with our policy for bad debt expense.  The amount of actual write-offs of account balances for each of our surgery centers is continuously compared to established allowances for bad debt to ensure thatsuch allowances are adequate.  At June 30, 2012 and 2011, our net accounts receivable represented 34 and 31 days of revenue outstanding, respectively.  The increase in our days outstanding is primarily due to the addition of 18 multi-specialty centers during the second half of 2011, which typically experience slightly longer collection cycles than single specialty centers.

During the six months ended June 30, 2012, we had total acquisitions and capital expenditures of $24.5million, which included:

·$10.0 million for the acquisition of interests in ASCs and related transactions;

·$14.2 million for new or replacement property at existing centers, including $168,000 in new capital leases; and

·$520,000 for centers under development.

At June 30, 2012, we had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $3.0 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by our partners.  During the six months ended June 30, 2012, we received $29,000 in capital contributions by our partners.

At June 30, 2012 and December 31, 2011, we had contingent purchase price obligations of $3.1 million and $5.2 million, respectively.  During the six months ended June 30, 2012, we funded through operating cash flow $1.8 million of our purchase price obligations.   The remaining purchase price obligations are related to our acquisition of 17 centers from National Surgical Care, Inc.  (“NSC”) on September 1, 2011.  We have agreed to pay as additional consideration an amount up to $7.5 million based on a multiple of the excess earnings over the targeted earnings of the acquired centers, if any, from the period of January 1, 2012 to December 31, 2012.  In addition, $3.5 million of the purchase price was placed in an escrow fund to allow for any working capital adjustments up to $500,000, with the remainder allocated to potential indemnity claims, if any, which must be asserted by us within one year of the transaction date. During the six months ended June 30, 2012, the Company paid NSC $115,000 to settle the working capital adjustment and authorized the release from escrow of $500,000 related to the working capital adjustment.  As of June 30, 2012, we recorded in other long-term liabilities on our consolidated balance sheet a purchase price obligation related to the fair value of the potential additional consideration due to NSC.

During the six months ended June 30, 2011, we received approximately $3.4 million in cash from the sale of our interests in three surgery centers.

On June 29, 2012, we amended our revolving credit agreement which we utilize to, among other things, finance our acquisition and development projects and any future stock repurchase programs.  As a result of the amendment, the availability under the credit agreement was increased $25.0 million to $475.0 million; the maturity date was extended from April 2016 to June 2017; and the interest rate spread on our LIBOR option was reduced to LIBOR plus 1.5% to 2.25% from LIBOR plus 1.75% to 2.75%.

During the six months ended June 30, 2012, we had net repayments on long-term debt of $39.1 million.  At June 30, 2012, we had $316.0 million outstanding under our revolving credit agreement and $75.0 million outstanding pursuant to our senior secured notes.  We were in compliance with all covenants contained in our revolving credit agreement and note purchase agreement. 

During the six months ended June 30, 2012, we received approximately $6.7 million from the exercise of options under our employee stock option plans.  The tax benefit received from the exercise of those options was approximately $529,000. 

In October 2010, our Board of Directors authorized a stock repurchase program for up to $40.0 million of our outstanding common stock to be purchased over the following 18 months.  On April 24, 2012, our Board of Directors approved a new stock repurchase program for up to $40.0 million of our shares of common stock through November 1, 2013.  We intend to fund the purchase price for shares acquired under the plan using primarily cash generated from the proceeds received when employees exercise stock options, cash generated from our operations or borrowings

23

Item. 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued)

under our revolving credit facility.  During the six months ended June 30, 2012, we repurchased 216,994 shares for $6.0 million in order to mitigate the dilutive effect of shares issued pursuant to stock option exercises.  In addition, we repurchased approximately 48,100 shares with a value of $1.3 million to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements.

Recent Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board, or FASB, amended Accounting Standards Codification 220, "Presentation of Comprehensive Income." This amendment requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. In December 2011, the FASB issued ASU 2011-12, which is an update to the amendment issued in June 2011. This amendment defers the specific requirements to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. The amended guidance, which must be applied retroactively, is effective for interim and annual periods beginning after December 15, 2011, with earlier adoption permitted. This Accounting Standards Update, or ASU, impacts presentation only and had no effect on our consolidated financial position, results of operations or cash flows.

In July 2011, the FASB issued ASU 2011-07, which requires healthcare organizations that perform services for patients for which the ultimate collection of all or a portion of the amounts billed or billable cannot be determined at the time services are rendered to present all bad debt expense associated with patient service revenue as an offset to the patient service revenue line item in the statement of operations. The ASU also requires qualitative disclosures about our policy for recognizing revenue and bad debt expense for patient service transactions and quantitative information about the effects of changes in the assessment of collectability of patient service revenue. This ASU is effective for fiscal years beginning after December 15, 2011.  We have evaluated ASU 2011-07 and have determined that the requirements of this ASU are not applicable to us as the ultimate collection of our patient service revenue is generally determinable at the time of service, and therefore, the ASU did not have an impact on our consolidated financial position, results of operations or cash flows. 

In September 2011, the FASB issued ASU 2011-08, which simplifies how entities test goodwill for impairment. Previous guidance required an entity to perform a two-step goodwill impairment test at least annually by comparing the fair value of a reporting unit with its carrying amount, including goodwill, and recording an impairment loss if the fair value is less than the carrying amount. This ASU allows an entity to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines after that assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. This ASU is applicable to interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and was adopted effective January 1, 2012.  The adoption of this ASU did not have an impact on our consolidated financial position, results of operations or cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities.  We utilize a balanced mix of maturities along with both fixed rate and variable rate debt to manage our exposures to changes in interest rates.  Our variable debt instruments are primarily indexed to the prime rate or LIBOR.  Interest rate changes would result in gains or losses in the market value of our fixed rate debt portfolio due to differences in market interest rates and the rates at the inception of the debt agreements.  Based upon our indebtedness at June 30, 2012, a 100 basis point interest rate change would impact our net earnings and cash flow by approximately $1.9 million annually.  Although there can be no assurances that interest rates willnot change significantly, we do not expect changes in interest rates to have a material effect on our net earnings or cash flows in 2012.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management team, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of June 30, 2012.  Based on that evaluation, our chief executive officer (principal executive officer) and chief financial officer (principal accounting officer) have concluded that our disclosure controls and procedures are effective to allow timely decisions regarding disclosure of material information required to be included in our periodic reports.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

24

Part II

Item 1.        Legal Proceedings

                    Not applicable.

Item 1A.     Risk Factors

We are unable to predict the impact of the Health Reform Law, which represents significant change across the healthcare industry. The Health Reform Law represents significant change to the healthcare industry. As enacted, it will change how healthcare services are covered, delivered, and reimbursed through expanded coverage of previously uninsured individuals and reduced government healthcare spending, reform certain aspects of health insurance, expand existing efforts to tie Medicare and Medicaid payments to performance and quality and strengthen fraud and abuse enforcement.  On June 28, 2012, the United States Supreme Court upheld the constitutionality of the Health Reform Law except for provisions that would have allowed the Department of Health and Human Services to penalize states that do not implement the Medicaid expansion of the law with the loss of existing federal Medicaid funding.  It is unclear how many states will decline to implement the Medicaid expansion and what the resulting impact will be on the number of uninsured individuals.  Implementation of the Health Reform Law could be delayed or even blocked due to efforts to repeal or amend the law, and the law remains subject to court challenges on certain issues, Thus, it is not clear at this time what all of the impacts of the Health Reform Law will be and what effect the legislation will have on ASCs or the healthcare industry as a whole.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities
							(d) Maximum
							Number (or
							Approximate Dollar
		(a) Total			(c) Total Number of		Value) of Shares (or
		Number of		(b) Average	Shares (or Units)		Units) That May Yet
		Shares		Price Paid	Purchased as Part of		Be Purchased Under
		(or Units)		per Share	Publicly Announced		the Plans or
Period		Purchased		(or Unit)	Plans or Programs		Programs
April 1, 2012 through
	April 30, 2012	-	$	-	-	$	40,000,000	(1)
May 1, 2012 through
	May 31, 2012	155,845		28.18	155,845		35,608,288	(1)
June 1, 2012 through
	June 30, 2012	-		-	-		35,608,288	(1)
	Total	155,845	$	28.18	155,845	$	35,608,288

(1) On April 24, 2012, we announced that our board of directors had authorized a stock repurchase program, allowing for the purchase of up to $40,000,000 of our outstanding common stock over an 18 month period.

Item 3.        Defaults Upon Senior Securities

                    Not applicable.

Item 4.        Mine Safety Disclosures

Not applicable.

Item 5.        Other Information

Not applicable.

25

Part II - Continued

Item 6.        Exhibits

Exhibits

3.1       Second Amended and Restated Charter of AmSurg Corp, as amended. (Restated for SEC filing purposes only)

3.2       Second Amended and Restated Bylaws of AmSurg Corp, as amended. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2012)

10.1     AmSurg Corp. 2006 Stock Incentive Plan, as Amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 22, 2012)

10.2     Fourth Amendment to Revolving Credit Agreement and Waiver (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2012)

10.3     Third Amendment to Note Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2012)

31.1Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)

31.2Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)

32.1     Section 1350 Certification

101      Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at June 30, 2012 and December 31, 2011, (ii) the Consolidated Statements of Earnings for the three and six month periods ended June 30, 2012 and 2011, (iii) the Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2012 and 2011, (iv) the Consolidated Statements of Changes in Equity for the six month periods ended June 30, 2012 and 2011, (v) the Consolidated Statements of Cash Flows for the six month periods ended June 30, 2012 and 2011 and (vi) the notes to the Unaudited Consolidated Financial Statements for the six month periods ended June 30, 2012 and 2011.

26

Signature

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMSURG CORP.
Date:  August 3, 2012
	By:	/s/ Claire M. Gulmi
		Claire M. Gulmi
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Duly Authorized Officer)

27

EX-3

 

SECOND AMENDED AND RESTATED CHARTER

OF

AMSURG CORP.

         Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act, the undersigned corporation hereby amends and restates its Charter to supersede the original Charter and any and all prior amendments thereto as follows:

1.The name of the corporation is AmSurg Corp. (the "Corporation").

2.The Corporation is for profit.

3.The duration of the Corporation is perpetual.

4.The street address and zip code of the Corporation's principal office in Tennessee shall be:

                           20 Burton Hills Boulevard

                           Nashville, Tennessee 37215

                           Davidson County

5. (a) The name of the Corporation's registered agent is Claire M. Gulmi.

                (b) The street address, zip code, and county of the Corporation's registered office and registered agent in Tennessee shall be:

                           20 Burton Hills Boulevard

                           Nashville, Tennessee 37215

                           Davidson County

                  (c) Name and address of the incorporator:

                           Cynthia Y. Reisz

                           Bass, Berry & Sims PLC

                           AmSouth Center

                          315 Deaderick St. Suite 2700                      

                           Nashville, TN 37238

         6.   The Corporation is organized to do any and all things and to exercise any and all powers, rights, and privileges that a corporation may now or hereafter be organized to do, or to exercise, under the Tennessee Business Corporation Act, as amended.

         7.   The aggregate number of shares of capital stock the Corporation is authorized to issue is 75,000,000 shares, of which 70,000,000 shares shall be common stock, no par value (the "Common Stock"), and 5,000,000 shares shall be preferred stock, no par value (the "Preferred Stock"), of which 700,000 shares are designated as Series C Junior Participating Preferred Stock. The Board of Directors may determine, in whole or in part, the preferences, limitations and relative rights of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares within that series.

1

               The preferences, limitations, and relative rights of the above designated classes of stock shall be as follows:

(1)        Common Stock. There shall be one class of Common Stock.  Set forth below in this Section (1) of Article 7 is a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof.  All Subsection references contained herein shall be to this Section (1) of Article 7.

(a)        Voting.  Except as required by law and subject to any voting rights provided to holders of Series C Preferred Stock by this Charter, at every meeting of shareholders of the corporation, every holder of Common Stock shall be entitled to one vote, in person or by proxy, for each share of Common Stock standing in such holder’s name on the stock transfer records of the Corporation.

(b)        Distribution of Assets.  If the Corporation shall be liquidated, dissolved or wound up, whether voluntarily or involuntarily, the holders of the Common Stock shall be entitled to an equal amount of net assets for each share of Common Stock.  A merger or consolidation of the Corporation with or into any other corporation or sale or conveyance of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to shareholders) shall not be deemed to be a voluntary or involuntary liquidation or dissolution or winding up of the Corporation within the meaning of this Subsection (b).

(c)        Dividends; Distributions.  Holders of Common Stock shall be entitled to receive, on an equal basis, such dividends, payable in cash or otherwise, as may be declared thereon by the Board of directors from time to time out of the assets or funds of the Corporation legally available therefor.

(d)        Amendment or Modification.  None of the powers, preferences and relative rights of the Common Stock as provided herein shall be amended in any manner which would alter or change the powers, preferences and relative rights of the holders of Common Stock so as to adversely affect them without being approved by the holders of the Common Stock.

(2)        Series C Junior Participating Preferred Stock.  Pursuant to the authority vested in the Board of Directors in accordance with the provisions of this Article 7 of the Charter, the Board of Directors does hereby create, authorize and provide for the issuance of the Series C Junior Participating Preferred Stock out of the class of 5,000,000 shares of Preferred Stock, having the voting powers, designation, relative, participating, optional and other special rights, preferences, and qualifications, limitations and restrictions thereof that are set forth as follows:

                        (a)        Designation and Amount.  The shares of such series shall be designated as Series 

C Junior Participating Preferred Stock (“Series C Preferred Stock”) and the number of shares constituting such series shall be 398,000.  Such number of shares may be adjusted by appropriate

action of the Board of Directors.

                        (b)        Dividends and Distributions.  Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock or any other shares of Preferred Stock of the Corporation ranking prior and superior to the shares of Series C Preferred Stock with respect to dividends,  each holder of one one-hundredth (1/100) of a share (a “Unit”) of Series C  Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out  of funds legally available for that purpose, dividends at the same rate as dividends are paid with

2

respect to the Common Stock. In the event that the Corporation shall at any time after November 19, 1999 (the "Rights Dividend Declaration Date") (i) declare or pay any dividend on outstanding shares of Common Stock payable in shares of Common Stock; (ii) subdivide outstanding shares of Common Stock; or  (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount to which the holder of a Unit of Series C Preferred Stock was entitled immediately prior to such event pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

(c)        Voting Rights.  The holders of Units of Series C Preferred Stock shall have the following voting rights:

                                                (i) Subject to the provision for adjustment hereinafter set forth, each Unit of Series C Preferred Stock shall entitle the holder thereof to one vote on all matters submitted to a vote of the shareholders of the Corporation. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock; (ii) subdivide outstanding shares of Common Stock; or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per Unit to which holders of Units of Series C Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

                                                (ii) Except as otherwise provided herein or by law, the holders of Units of Series C Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

                                                (iii) Except as set forth herein or required by law, holders of Units of Series C Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for the taking of any corporate action.

(d)        Reacquired Shares.  Any Units of Series C Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such Units shall, upon their cancellation, become authorized but unissued Units of Series C Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

(e)        Liquidation.  Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Units of Series C Preferred Stock shall be entitled to share in any assets remaining ratably with the holders of the Common Stock. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) increase by way of stock split or similar transaction the number of outstanding shares of Common Stock; (ii) subdivide the outstanding shares of Common Stock; or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the aggregate amount to

3

which holders of Units of Series C Preferred Stock were entitled prior to such event shall be adjusted by multiplying such amount by a fraction, the numerator of  which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

                        (f)      Share Exchange, Merger, Etc.  In case the Corporation shall enter into any share exchange, merger, combination or other transaction in which the shares of Common Stock are exchanged for or converted into other stock or securities, cash and/or any other property, then in any such case Units of Series C Preferred Stock shall at the same time be similarly exchanged for or converted into an amount per Unit (subject to the provision for adjustment hereinafter set forth) equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is converted or exchanged. In the event the Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock; (ii) subdivide outstanding shares of Common Stock; or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount set forth in the immediately preceding sentence with respect to the exchange or conversion of Units of Series C Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

                        (g)        Redemption.  The Units of Series C Preferred Stock shall not be redeemable at the option of the Corporation or any holder thereof.  Notwithstanding the foregoing sentence of this Section, the Corporation may acquire Units of Series C Preferred Stock in any other manner permitted by law and the Charter or Bylaws of the Corporation.

                        (h)        Ranking. The Units of Series C Preferred Stock shall rank junior to any other class or series of Preferred Stock that hereafter may be issued by the Corporation as to the payment of dividends and the distribution of assets, unless the terms of any such series or class shall provide otherwise.

            (i) Amendment.  The Charter, including without limitation the provisions hereof, shall not hereafter be amended, either directly or indirectly, or through merger or share exchange with another corporation, in any manner that would alter or change the powers, preferences or special rights of the Series C Preferred Stock so as to affect the holders thereof adversely without the affirmative vote of the holders of a majority or more of the outstanding Units of Series C Preferred Stock, voting separately as a class.

            (j) Fractional Shares.  The Series C Preferred Stock may be issued in Units or other fractions of a share, which Units or fractions shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series C Preferred Stock.

8.         The shareholders of the Corporation shall not have preemptive rights.

9.         All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a Board of Directors consisting of not less than three nor more than twelve directors, the exact number of Directors to be determined in the manner provided in the Bylaws of the Corporation.  The Board of Directors shall be divided into three

4

classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of Directors constituting the entire Board of Directors. Each class of Directors shall be elected for a three-year term.  If the number of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in each class as nearly equal as possible, and any additional Director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Directors shorten the term of any incumbent Director. A Director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.  Any Director who tenders his or her resignation shall not participate in any deliberations by the Board of Directors, or any committee thereof, relating to such Director’s tendered resignation.

A person nominated for election as a Director shall be elected by the affirmative vote of a majority of the votes cast for the Director nominee in person or by proxy at a meeting for the election of Director at which a quorum is present; provided that, (i) if the number of nominees to be considered at the meeting exceeds the number of Directors to be elected, or (ii) if a shareholder has provided the Corporation notice of a nominee for Director in accordance with the advance notice provisions of the Corporation’s Bylaws and such nomination has not been withdrawn by the day before the mailing commenced with respect to the Corporation’s proxy statement (if any) for the meeting at which the nomination would be considered, the Directors shall be elected by a plurality of the votes cast in person or by proxy at the meeting at which a quorum is present. For purposes of this Article 9, a majority of the votes cast means that the number of shares voted “for” a nominee exceeds the shares voted “against” or “withheld” with respect to the nominee; abstentions and broker non-votes shall not be deemed to be votes cast for purposes of tabulating the vote.

             A Director may be removed from office but only for "cause" by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote for the election of Directors, considered for this purpose as one class. "Cause" shall be defined for purposes of this Article 9 as (i) a felony conviction of a Director or the failure of a Director to contest prosecution for a felony; (ii) conviction of a crime involving moral turpitude; or (iii) willful and continued misconduct or gross negligence by a Director in the performance of his duties as a director.

Notwithstanding any other provisions of this Charter, the affirmative vote of holders of two-thirds of the voting power of the shares entitled to vote at an election of Directors shall be required to amend, alter, change or repeal, or to adopt any provisions as part of this Charter or as part of the Corporation's Bylaws inconsistent with the purpose and intent of this Article 9.

            10.       To the fullest extent permitted by the Tennessee Business Corporation Act as in effect on the date hereof and as hereafter amended from time to time, , a Director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. If the Tennessee Business Corporation Act or any successor statute is amended after adoption of this provision to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Tennessee Business Corporation Act, as so amended from time to time, or such successor statute. Any repeal or modification of this Article 10 by the shareholders of the Corporation shall not affect adversely any right or protection of a Director of the Corporation existing at the time of such repeal or modification or with respect to events occurring prior to such time.

11.       The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or

5

investigative, by reason of the fact that he or she is or was a director, medical director or officer or is or was serving at the request of the Corporation as a director, medical director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan, or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors, and administrators), against all expense, liability, and loss (including counsel fees, judgments, fines, ERISA excise taxes, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered in connection with such action, suit, or proceeding, to the fullest extent permitted by applicable law, as in effect on the date hereof and as hereafter amended. Such indemnification shall include advancement of expenses prior to the final disposition of such action, suit, or proceeding, subject to the provision of any applicable statute. 

The indemnification and advancement of expenses provisions of this Article 11 shall not be exclusive of any other right that any person (and his or her heirs, executors, and administrators) may have or hereafter acquire under any statute, this Charter, the Corporation's Bylaws, resolution adopted by the shareholders, resolution adopted by the Board of Directors, agreement, or insurance, purchased by the Corporation or otherwise, both as to action in his or her official capacity and as to action in another capacity. The Corporation is hereby authorized to provide for indemnification and advancement of expenses through its Bylaws, resolution of shareholders, resolution of the Board of Directors, or agreement, in addition to that provided by this Charter.

            12.       The Bylaws of this corporation may be amended, altered, modified, or repealed by resolution adopted by the Board of Directors, subject to any provisions of law then applicable.

            13.       The Corporation shall hold a special meeting of shareholders only in the event (a) of a call of the Board of directors of the Corporation or the officers authorized to do so by the Bylaws of the Corporation, or (b) the holders of at least fifteen (15%) percent of the voting power of the Common Stock sign, date, and deliver to the Corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

6

EX-31

 

Exhibit 31.1

Certifications

I, Christopher A. Holden, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of AmSurg Corp.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:    August 3, 2012

By:	/s/ Christopher A. Holden
Name:	Christopher A. Holden
Title:	President and Chief Executive Officer

EX-31

 

Exhibit 31.2

Certifications

I, Claire M. Gulmi, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of AmSurg Corp.;

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:    August 3, 2012

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Executive Vice President and Chief Financial Officer

EX-32

 

Exhibit 32.1

AMSURG CORP.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AmSurg Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Christopher A. Holden

Christopher A. Holden

President and Chief Executive

Officer of the Company

August 3, 2012

/s/ Claire M. Gulmi

Claire M. Gulmi

Executive Vice President and

Chief Financial Officer of the Company

August 3, 2012

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Dispositions (Results Of Operations Of Combined Discontinued Surgery Centers) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Dispositions
Revenues	$ 0	$ 1,772	$ 772	$ 5,842
Earnings before income taxes	0	82	(92)	959
Net earnings (loss)	$ 0	$ 60	$ (110)	$ 758

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Shareholder's Equity (Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Shareholders' Equity
Net earnings from continuing operations attributable to AmSurg Corp. per common share, Earnings (Numerator)	$ 16,196	$ 12,683	$ 31,915	$ 24,288
Net earnings attributable to AmSurg Corp. per common share, Earnings (Numerator)	$ 15,536	$ 11,630	$ 30,312	$ 23,323
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic), Shares (Denominator)	30,743,000	30,415,000	30,681,000	30,418,000
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted), Shares (Denominator)	31,577,000	31,335,000	31,489,000	31,180,000
Dilutive Securities, Effect on Basic Earnings Per Share	834	920	808	762
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic), Per Share Amount	$ 0.53	$ 0.42	$ 1.04	$ 0.80
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted), Per Share Amount	$ 0.51	$ 0.40	$ 1.01	$ 0.78
Net earnings attributable to AmSurg Corp. per common share (basic), Per Share Amount	$ 0.51	$ 0.38	$ 0.99	$ 0.77
Net earnings attributable to AmSurg Corp. per common share (diluted), Per Share Amount	$ 0.49	$ 0.37	$ 0.96	$ 0.75

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Fair Value Measurements (Fair Value Of Assets And Liabilities Measured On A Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Fair Value, Inputs, Level 2 [Member]
Supplemental executive retirement savings plan investments - Level 2	$ 8,051	$ 6,516
Fair Value, Inputs, Level 3 [Member]
Contingent purchase price payable - Level 3	$ 3,100	$ 3,100

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Commitments and Contingencies (Details) (Acquired Nsc Centers [Member], USD $)	0 Months Ended
	Sep. 01, 2011 Centers
Acquired Nsc Centers [Member]
Business Acquisition [Line Items]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	$ 7,500,000
Number of business acquisitions	17

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Derivative Instruments (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Apr. 30, 2011
Derivative Instruments
Interest rate swap notional amount						$ 50,000,000
Percentage of interest rate swap pays to counterparty						5.365%
Unrealized gain on interest rate swap, net of income tax	0	138,000	0	515,000
Accumulated other comprehensive loss, net of income taxes	$ 0		$ 0		$ 0

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Revenue Recognition (Details)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Revenue Recognition
Percentage of revenues from governmental healthcare programs	28.00%	31.00%

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Subsequent Events (Details) (Acquisitions [Member], USD $)	1 Months Ended
	Jul. 31, 2012 Centers
Acquisitions [Member]
Aggregate purchase price of surgery centers	$ 6,200,000
Number of business units	1

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Dispositions (Tables)

6 Months Ended

Jun. 30, 2012

Dispositions

Results Of Operations Of Centers Discontinued

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Cash proceeds from disposal	$	-	$	3	$	-	$	3,369
Net loss from discontinued operations		(660)		(1,024)		(1,663)		(507)
Net loss from discontinued operations attributable to AmSurg Corp.		(660)		(1,053)		(1,603)		(965)

Results Of Operations Of Combined Discontinued Surgery Centers

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Revenues		-		1,772		772		5,842
Earnings (loss) before income taxes		-		82		(92)		959
Net earnings (loss)		-		60		(110)		758

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Shareholders' Equity (Share-Based Activity) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Shareholders' Equity
Share-based compensation expense	$ 1,620	$ 1,578	$ 3,412	$ 3,171
Fair value of shares vested	477	294	6,425	2,657
Cash received from option exercises	4,151	1,031	6,672	4,628
Excess tax benefit from share-based compensation	$ 450	$ 61	$ 529	$ 463

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Goodwill And Intangible Assets (Summary Of Amortizable Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 11,733	$ 9,989
Accumulated Amortization	(4,510)	(3,864)
Net	7,223	6,125
Deferred Financing Cost [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,285	6,541
Accumulated Amortization	(2,373)	(1,838)
Net	5,912	4,703
Agreements, contracts and other intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,448	3,448
Accumulated Amortization	(2,137)	(2,026)
Net	$ 1,311	$ 1,422

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Acquisitions (Consolidated Pro Forma Results Of Acquisition) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Acquisitions
Revenues	$ 462,351	$ 457,755
Net earnings	110,629	130,834
Amounts Attributable To Common Shareholders
Net earnings from continuing operations	31,966	29,667
Net earnings	$ 30,363	$ 28,307
Net earnings from continuing operations per common share: Basic	$ 1.04	$ 0.98
Net earnings from continuing operations per common share: Diluted	$ 1.02	$ 0.95
Net earnings: Basic	$ 0.99	$ 0.93
Net earnings: Diluted	$ 0.96	$ 0.91
Weighted average number of shares and share equivalents: Basic	30,681	30,418
Weighted average number of shares and share equivalents: Diluted	31,489	31,180

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Shareholder's Equity (Schedule of Stock Option Activity (Details) (USD $)	6 Months Ended
	Jun. 30, 2012 Y
Shareholders' Equity
Outstanding at beginning of period, Number of Shares	2,510,054
Options exercised, Number of Shares	(324,860)
Options terminated, Number of Shares	(5,625)
Outstanding at end of period, Number of Shares	2,179,569
Vested or expected to vest at end of period, Number of Shares	2,179,569
Exercisable at end of period, Number of Shares	2,179,569
Outstanding at beginning of period, Weighted Average Exercise Price	$ 23.09
Options exercised, Weighted Average Exercise Price	$ 20.54
Options terminated, Weighted Average Exercise Price	$ 21.85
Outstanding at end of period, Weighted Average Exercise Price	$ 23.47
Exercisable at end of period, Weighted Average Exercise Price	$ 23.47
Outstanding at beginning of period, Weighted Average Remaining Contractual Term (in years)	3.4
Outstanding at end of period, Weighted Average Remaining Contractual Term (in years)	2.9
Vested or expected to vest at beginning of period, Weighted Average Remaining Contractual Term (in years)	2.9
Vested or expected to vest at end of period, weighted average exercise price	$ 23.47
Exercisable at end of period, Weighted Average Remaining Contractual Term (in years)	2.9

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Fair Value Measurements (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Long-term Debt gross	$ 419,744,000	$ 458,763,000
Contingent Consideration Discount Rate Used	1.60%
Estimated Probability Of Fair Value Variables Range Start	25.00%
Estimated Probability Of Fair Value Variables Range End	40.00%
Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | Fixed Interest Rate [Member]
Long-term Debt gross	105,770,000	105,302,000
Fair Value [Member] | Fair Value, Inputs, Level 2 [Member] | Variable Interest Rate [Member]
Long-term Debt gross	321,682,000	357,575,000
Carrying Value [Member] | Fixed Interest Rate [Member]
Long-term Debt gross	98,062,000	101,188,000
Carrying Value [Member] | Variable Interest Rate [Member]
Long-term Debt gross	$ 321,682,000	$ 357,575,000

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Basis of Presentation

6 Months Ended

Jun. 30, 2012

Basis of Presentation

Basis of Presentation

(1) Basis of Presentation

AmSurg Corp. (the “Company”), through its wholly owned subsidiaries, owns interests, primarily 51%, in limited partnerships and limited liability companies (“LLCs”) which own and operate ambulatory surgery centers (“centers”). The Company also has majority ownership interests in other limited partnerships and LLCs formed to develop additional centers. The Company does not have an ownership interest in a limited partnership or LLC greater than 51% which it does not consolidate. The Company does have an ownership interest of less than 51% in threelimited partnerships and LLCs, one of which it consolidates as the Company has substantive participation rights and two of which it does not consolidate as the Company owns 20% of each entity and the Company's rights are limited to protective rights only.The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and the consolidated limited partnerships and LLCs. Consolidation of such limited partnerships and LLCs is necessary as the Company's wholly owned subsidiaries have primarily 51% or more of the financial interest, are the general partner or majority member with all the duties, rights and responsibilities thereof, are responsible for the day-to-day management of the limited partnerships and LLCs, and have control of the entities. The responsibilities of the Company's noncontrolling partners (limited partners and noncontrolling members) are to supervise the delivery of medical services, with their rights being restricted to those that protect their financial interests, such as approval of the acquisition of significant assets or the incurrence of debt which they are generally required to guarantee on a pro rata basis based upon their respective ownership interests. Intercompany profits, transactions and balances have been eliminated. All limited partnerships and LLCs and noncontrolling partners are referred to herein as partnerships and partners, respectively.

Ownership interests in consolidated subsidiaries held by parties other than the Company are identified and generally presented in the consolidated financial statements within the equity section but separate from the Company's equity. However, in instances in which certain redemption features that are not solely within the control of the Company are present, classification of noncontrolling interests outside of permanent equity is required. Consolidated net income attributable to the Company and to the noncontrolling interests are identified and presented on the face of the consolidated statements of income; changes in ownership interests are accounted for as equity transactions; and when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary and the gain or loss on the deconsolidation of the subsidiary is measured at fair value. Certain transactions with noncontrolling interests are also classified within financing activities in the statements of cash flows.

As further described in note 12, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company's partnerships. While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2012, the occurrence of such regulatory changes is outside the control of the Company. As a result, these noncontrolling interests that are subject to this redemption feature are not included as part of the Company's equity and are classified as noncontrolling interests – redeemable on the Company's consolidated balance sheets.

Center profits and losses of consolidated entities are allocated to the Company's partners in proportion to their ownership percentages and reflected in the aggregate as net earnings attributable to noncontrolling interests. The partners of the Company's center partnerships typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each partner shares in the pre-tax earnings of the center in which it is a partner. Accordingly, the earnings attributable to noncontrolling interests in each of the Company's consolidated partnerships are generally determined on a pre-tax basis, and total net earnings attributable to noncontrolling interests are presented after net earnings. However, the Company considers the impact of the net earnings attributable to noncontrolling interests on earnings before income taxes in order to determine the amount of pre-tax earnings on which the Company must determine its tax expense. In addition, distributions from the partnerships are made to both the Company's wholly owned subsidiaries and the partners on a pre-tax basis.

Investments in unconsolidated affiliates in which the Company exerts significant influence but does not control or otherwiseconsolidate are accounted for using the equity method. These investments are included as investments in unconsolidated affiliates and long-term notes receivable in the accompanying consolidated balance sheets. The Company's share of the profits and losses from these investments are reported in equity in earnings of unconsolidated affiliates in the accompanyingconsolidated statement of earnings. The Company monitors its investments for other-than-temporary impairment by considering factors such as current economic and market conditions and the operating performance of the companies and records reductions in carrying values when necessary.

The Company operates in one reportable business segment, the ownership and operation of ambulatory surgery centers.

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and in accordance with Rule 10-01 of Regulation S-X. In the opinion of management, the unaudited interim financial statements contained in this report reflect all adjustments, consisting of only normal recurring accruals, which are necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year.

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 2011 Annual Report on Form 10-K.

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Long-Term Debt (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Schedule of Capitalization, Long-term Debt [Line Items]
Borrowing capacity of new revolving credit agreement	$ 475,000,000
Credit agreement, maturity date	June 2017
Debt Instrument, Maturity Date	May 28, 2020
Fixed rate senior secured notes	$ 75,000,000	$ 75,000,000
Senior secured notes, interest rate	6.04%
Maximum [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instruments interest rate base rate plus	1.75%
Debt instruments interest rate Libor plus	2.25%
Unused capacity commitment fee, percentage	0.40%
Minimum [Member]
Schedule of Capitalization, Long-term Debt [Line Items]
Debt instruments interest rate base rate plus	0.75%
Debt instruments interest rate Libor plus	1.50%
Unused capacity commitment fee, percentage	0.20%

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Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2012

Shareholders' Equity

Share-Based Activity

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Share-based compensation expense	$	1,620	$	1,578	$	3,412	$	3,171
Fair value of shares vested		477		294		6,425		2,657
Cash received from option exercises		4,151		1,031		6,672		4,628
Tax benefit from option exercises		450		61		529		463

Schedule Of Changes In Non-Vested Restricted Shares

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at December 31, 2011		732,412	$	21.91
	Shares granted	281,429		26.78
	Shares vested	(183,019)		25.98
	Shares forfeited	(448)		24.75
Non-vested shares at June 30, 2012		830,374	$	22.51

Schedule Of Stock Option Activity

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at December 31, 2011		2,510,054	$	23.09	3.4
	Options exercised with total intrinsic value of $6,672,000	(324,860)		20.54
	Options terminated	(5,625)		21.85
Outstanding at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9
Vested at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9
Exercisable at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9

Schedule Of Reconciliation Of Numerator And Denominators Of Basic And Diluted Earnings Per Share

		Three Months Ended June 30,					Six Months Ended June 30,
					Per					Per
		Earnings		Shares	Share		Earnings		Shares	Share
		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
2012:
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (basic)	$	16,196	30,743	$	0.53	$	31,915	30,681	$	1.04
Effect of dilutive securities
	options and non-vested shares		-	834				-	808
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (diluted)	$	16,196	31,577	$	0.51	$	31,915	31,489	$	1.01
Net earnings attributable
	to AmSurg Corp. per common	$	15,536	30,743	$	0.51	$	30,312	30,681	$	0.99
	share (basic)
Effect of dilutive securities
	options and non-vested shares		-	834				-	808
Net earnings attributable
	to AmSurg Corp. per common
	share (diluted)	$	15,536	31,577	$	0.49	$	30,312	31,489	$	0.96
2011:
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (basic)	$	12,683	30,415	$	0.42	$	24,288	30,418	$	0.80
Effect of dilutive securities
	options and non-vested shares		-	920				-	762
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (diluted)	$	12,683	31,335	$	0.40	$	24,288	31,180	$	0.78
Net earnings attributable
	to AmSurg Corp. per common	$	11,630	30,415	$	0.38	$	23,323	30,418	$	0.77
	share (basic)
Effect of dilutive securities
	options and non-vested shares		-	920				-	762
Net earnings attributable
	to AmSurg Corp. per common
	share (diluted)	$	11,630	31,335	$	0.37	$	23,323	31,180	$	0.75

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Measurements

Fair Value Of Assets And Liabilities Measured On A Recurring Basis

		June 30,		December 31,
		2012		2011
Assets:
	Supplemental executive retirement savings plan investments - Level 2	$	8,051	$	6,516
Liabilities:
	Contingent purchase price payable - Level 3	$	3,100	$	3,100

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Supplemental Cash Flow Information (Summary Of Supplemental Cash Flow Information) (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash Paid During The Period For
Interest	$ 8,178	$ 6,899
Income taxes, net of refunds	11,963	5,614
Noncash Investing and Financing Activities
Increase (decrease) in accounts payable associated with acquisition of property and equipment	(225)	(867)
Capital lease obligations	48	188
Effect Of Acquisitions And Related Transactions [Abstract]
Assets acquired, net of cash and adjustments	12,911	76,923
Liabilities assumed and noncontrolling interests	(4,768)	(31,249)
Payment of purchase price payable	1,829	0
Payment for interests in surgery centers and related transactions	$ 9,972	$ 45,674

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Long-Term Debt (Components Of Long-Term Debt) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Long-Term Debt
Revolving credit agreement	$ 316,000	$ 351,000
Fixed rate senior secured notes	75,000	75,000
Other debt	17,567	20,052
Capitalized lease arrangements	11,177	12,711
Long-term debt, gross	$ 419,744	$ 458,763

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Information

Summary Of Supplemental Cash Flow Information

				Six Months Ended
				June 30,
				2012		2011
Cash paid during the period for:
	Interest			$	8,178	$	6,899
	Income taxes, net of refunds				11,963		5,614
Non-cash investing and financing activities:
	Decrease in accounts payable associated with acquisition of
		property and equipment			(225)		(867)
	Capital lease obligations				48		188
	Effect of acquisitions and related transactions:
		Assets acquired, net of cash and adjustments			12,911		76,923
		Liabilities assumed and noncontrolling interests			(4,768)		(31,249)
		Payment of purchase price payable			1,829		-
			Payment for interests in surgery centers and related transactions	$	9,972	$	45,674

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Basis of Presentation (Details)	Jun. 30, 2012 Centers
Ownership Interests [Line Items]
Number Of Centers Owned Less Than 51 Percent	3
Consolidated [Member]
Ownership Interests [Line Items]
Number Of Centers Owned Less Than 51 Percent	1
Nonconsolidated [Member]
Ownership Interests [Line Items]
Number Of Centers Owned Less Than 51 Percent	2

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities:
Net earnings (loss)	$ 110,484	$ 91,005
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Depreciation and amortization	14,838	12,046
Net (gain) loss on sale of long-lived assets	599	(363)
Share-based compensation	3,412	3,171
Excess tax benefit from share-based compensation	(529)	(463)
Deferred income taxes	13,388	11,460
Equity in earnings of unconsolidated affiliates, net	(711)	0
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in:
Accounts receivable, net	2,935	(1,534)
Supplies inventory	333	67
Prepaid and other current assets	(331)	2,506
Accounts payable	901	(3,737)
Accrued expenses and other liabilities	(2,616)	(1,866)
Other, net	921	733
Net cash flows provided by (used in) operating activities	143,624	113,025
Cash flows from investing activities:
Acquisition of interests in surgery centers and related transactions	(9,972)	(45,674)
Acquisition of property and equipment	(14,569)	(10,303)
Proceeds from sale of interests in surgery centers	0	3,369
Net cash flows provided by (used in) investing activities	(24,541)	(52,608)
Cash flows from financing activities:
Proceeds from long-term borrowings	33,378	72,984
Repayment on long-term borrowings	(72,517)	(64,852)
Distributions to noncontrolling interests	(82,759)	(67,360)
Distributions received from unconsolidated affiliates	400	0
Proceeds from issuance of common stock upon exercise of stock options	6,672	4,628
Repurchase of common stock	(7,219)	(6,185)
Capital contributions and ownership transactions by noncontrolling interests	1,119	698
Excess tax benefit from share-based compensation	529	463
Financing cost incurred	(1,755)	(1,986)
Net cash flows provided by (used in) financing activities	(122,152)	(61,610)
Net increase (decrease) in cash and cash equivalents	(3,069)	(1,193)
Cash and cash equivalents, beginning of period	40,718	34,147
Cash and cash equivalents, end of period	$ 37,649	$ 32,954

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Use of Estimates (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Use Of Estimates [Abstract]
Allowances for contractual adjustments	$ 214,063,000		$ 214,063,000		$ 136,265,000
Allowances for accounts receivable	23,009,000		23,009,000		18,844,000
Bad debt expense included in other operating expenses	$ 4,791,000	$ 3,880,000	$ 10,038,000	$ 7,930,000

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Goodwill And Intangible Assets (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Goodwill And Intangible Assets
Amortization of intangible assets	$ 332,000	$ 375,000	$ 646,000	$ 677,000
Estimated amortization of intangible assets, remainder of current year			718,000
Estimated amortization of intangible assets, Year One			1,431,000
Estimated amortization of intangible assets, Year Two			1,427,000
Estimated amortization of intangible assets, Year Three			1,426,000
Estimated amortization of intangible assets, Year Four			1,426,000
Estimated amortization of intangible assets, Year Five			617,000
Estimated amortization of intangible assets, thereafter			178,000
Finite-Lived Intangible Assets, Weighted-Average Useful Life			5.2
Non-amortizable intangible assets related to restrictive covenant arrangements	$ 9,025,000		$ 9,025,000		$ 9,300,000

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Shareholder's Equity (Schedule of Stock Option Activity (Parenthetical) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Shareholders' Equity
Total intrinsic value with options exercised	$ 6,672,000
Aggregate intrinsic value of options outstanding	14,189,000
Total intrinsic value of options vested or expected to vest	14,189,000
Total Intrinsic value of options exercisable	$ 14,189,000

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Assets
Cash and cash equivalents	$ 37,649	$ 40,718
Accounts receivable, Net	90,446	93,454
Supplies inventory	14,741	15,039
Deferred income taxes	2,478	2,129
Prepaid and other current assets	21,813	21,875
Total current assets	167,127	173,215
Property and equipment, net	143,830	144,558
Investments in unconsolidated affiliates and long-term notes receivable	11,851	10,522
Goodwill	1,240,422	1,229,298
Intangible assets, net	16,248	15,425
Total assets	1,579,478	1,573,018
Liabilities and Equity
Current portion of long-term debt	10,018	10,800
Accounts payable	17,442	19,746
Current income taxes payable	0	1,796
Accrued salaries and benefits	22,576	22,224
Other accrued liabilities	9,664	9,088
Total current liabilities	59,700	63,654
Long-term debt	409,726	447,963
Deferred income taxes	125,853	114,167
Other long-term liabilities	28,480	28,131
Commitments and contingencies	0	0
Noncontrolling interests - redeemable	171,412	170,636
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding	0	0
Equity:
Common stock, no par value, 70,000,000 shares authorized	174,690	173,187
Retained earnings	473,370	443,058
Accumulated other comprehensive loss, net of income taxes	0	0
Total AmSurg Corp. equity	648,060	616,245
Noncontrolling interests - non-redeemable	136,247	132,222
Total equity	784,307	748,467
Total liabilities and equity	$ 1,579,478	$ 1,573,018

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Long Term Debt (Current & Noncurrent Breakout) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Debt Disclosure Current [Abstract]
Long-term debt	$ 409,726	$ 447,963
Less current portion	10,018	10,800
Long-term debt, gross	$ 419,744	$ 458,763

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Consolidated Statements Of Changes In Equity (USD $)	Total	Common Stock	Retained Earnings [Member]	Accumulated Other Comprehensive Loss [Member]	Noncontrolling Interest Nonredeemable Member [Member]	Total Equity [Member]	Non-Controlling Interests - Redeemable (Temporary Equity) [Member]
Balance at Dec. 31, 2010		$ 171,522,000	$ 393,061,000	$ (515,000)	$ 12,799,000	$ 576,867,000	$ 147,740,000
Balance (in shares) at Dec. 31, 2010		31,040,000
Issuance of restricted common stock (in shares)		277,000
Cancellation of restricted common stock		(525,000)				(525,000)
Cancellation of restricted common stock (in shares)		(23,000)
Stock options exercised		4,628,000				4,628,000
Stock options exercised (in shares)		236,000
Stock repurchased	(6,185,000)	(6,185,000)				(6,185,000)
Stock repurchased (in shares)	(248,100)	(248,000)
Share-based compensation expense	3,171,000	3,171,000				3,171,000
Tax benefit related to exercise of stock options		143,000				143,000
Net earnings (loss)	91,005,000		23,323,000		3,202,000	26,525,000	64,480,000
Distributions to noncontrolling interests, net of capital contributions					(2,740,000)	(2,740,000)	(64,580,000)
Purchase of noncontrolling interest, value		15,000				15,000
Sale of noncontrolling interest, value		(1,427,000)				(1,427,000)	1,318,000
Acquisitions and other transactions impacting noncontrolling interests					10,536,000	10,536,000	16,730,000
Gain on interest rate swap, net of income tax expense				515,000		515,000
Balance at Jun. 30, 2011		171,342,000	416,384,000	0	23,797,000	611,523,000	165,688,000
Balance (in shares) at Jun. 30, 2011		31,282,000
Balance at Dec. 31, 2011	748,467,000	173,187,000	443,058,000	0	132,222,000	748,467,000	170,636,000
Balance (in shares) at Dec. 31, 2011		31,284,000
Issuance of restricted common stock (in shares)		281,000
Stock options exercised		6,672,000				6,672,000
Stock options exercised (in shares)	324,860	325,000
Stock repurchased	(5,956,000)	(7,219,000)				(7,219,000)
Stock repurchased (in shares)	(216,994)	(266,000)
Share-based compensation expense	3,412,000	3,412,000				3,412,000
Tax benefit related to exercise of stock options		594,000				594,000
Net earnings (loss)	110,484,000		30,312,000		13,017,000	43,329,000	67,155,000
Distributions to noncontrolling interests, net of capital contributions					(13,709,000)	(13,709,000)	(69,022,000)
Sale of noncontrolling interest, value		(1,587,000)			2,494,000	907,000
Acquisitions and other transactions impacting noncontrolling interests					2,223,000	2,223,000	2,467,000
Disposals and other transactions impacting noncontrolling interests		(369,000)				(369,000)	(176,000)
Balance at Jun. 30, 2012	$ 784,307,000	$ 174,690,000	$ 473,370,000	$ 0	$ 136,247,000	$ 784,307,000	$ 171,412,000
Balance (in shares) at Jun. 30, 2012		31,624,000

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Acquisitions (Fair Value Of Total Consideration Transferred And Major Class Of Consideration) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Jun. 30, 2011
Business Acquisition [Line Items]
Accounts receivable	$ 140	$ 1,644
Supplies, inventory, prepaid and other current assets	74	498
Property and equipment	786	3,703
Goodwill	11,911	69,308
Other intangible assets	0	1,750
Accounts payable	(11)	(550)
Other accrued liabilities	(67)	(135)
Long-term debt	0	(2,639)
Total fair value	12,833	73,579
Less: Fair value attributable to noncontrolling interests	4,690	27,905
Acquisition date fair value of total consideration transferred	$ 8,143	$ 45,674

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Supplemental Cash Flow Information

6 Months Ended

Jun. 30, 2012

Supplemental Cash Flow Information

Supplemental Cash Flow Information

(14) Supplemental Cash Flow Information

Supplemental cash flow information for the six months ended June 30, 2012 and 2011 is as follows (in thousands):

				Six Months Ended
				June 30,
				2012		2011
Cash paid during the period for:
	Interest			$	8,178	$	6,899
	Income taxes, net of refunds				11,963		5,614
Non-cash investing and financing activities:
	Decrease in accounts payable associated with acquisition of
		property and equipment			(225)		(867)
	Capital lease obligations				48		188
	Effect of acquisitions and related transactions:
		Assets acquired, net of cash and adjustments			12,911		76,923
		Liabilities assumed and noncontrolling interests			(4,768)		(31,249)
		Payment of purchase price payable			1,829		-
			Payment for interests in surgery centers and related transactions	$	9,972	$	45,674

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Acquisitions (Revs and Earnings) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Business Acquisition [Line Items]
Net earnings (loss)	$ 55,545	$ 46,377	$ 110,484	$ 91,005
Less: Net earnings attributable to noncontrolling interests	40,009	34,747	80,172	67,682
Net earnings attributable to AmSurg Corp. common shareholders	15,536	11,630	30,312	23,323
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisition [Line Items]
Revenues			730	6,588
Net earnings (loss)			222	2,210
Less: Net earnings attributable to noncontrolling interests			105	1,254
Net earnings attributable to AmSurg Corp. common shareholders			$ 117	$ 956

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2012

Acquisitions

Fair Value Of Total Consideration Transferred And Major Class Of Consideration

		Six Months Ended
		June 30,
		2012		2011
Accounts receivable		$	140	$	1,644
Supplies, inventory, prepaid and other current assets			74		498
Property and equipment			786		3,703
Goodwill			11,911		69,308
Other intangible assets			-		1,750
Accounts payable			(11)		(550)
Other accrued liabilities			(67)		(135)
Long-term debt			-		(2,639)
	Total fair value		12,833		73,579
	Less: Fair value attributable to noncontrolling interests		4,690		27,905
	Acquisition date fair value of total consideration transferred	$	8,143	$	45,674

Revenues And Net Earnings Associated With Acquisitions

		Six Months Ended
		June 30,
		2012		2011
Revenues		$	730	$	6,588
Net earnings			222		2,210
Less: Net earnings attributable to noncontrolling interests			105		1,254
	Net earnings attributable to AmSurg Corp. common shareholders	$	117	$	956

Consolidated Pro Forma Results Of Acquisition

			Six Months Ended
			June 30,
			2012		2011
Revenues			$	462,351	$	457,755
Net earnings				110,629		130,834
Amounts attributable to AmSurg Corp. common shareholders:
	Net earnings from continuing operations			31,966		29,667
	Net earnings			30,363		28,307
	Net earnings from continuing operations per common share:
		Basic	$	1.04	$	0.98
		Diluted	$	1.02	$	0.95
	Net earnings:
		Basic	$	0.99	$	0.93
		Diluted	$	0.96	$	0.91
	Weighted average number of shares and share equivalents:
		Basic		30,681		30,418
		Diluted		31,489		31,180

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Consolidated Statements Of Changes In Equity (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Consolidated Statements Of Changes In Equity
Gain on interest rate swap, net of income tax expense	$ 332

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Consolidated Balance Sheets
Net of allowance on accounts receivable	$ 23,009	$ 18,844
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	70,000,000	70,000,000
Common stock, shares outstanding	31,624,480	31,283,772

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Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Measurements

Fair Value Measurements

(9) Fair Value Measurements

The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants to sell the asset or transfer the liability. The inputs used by the Company to measure fair value are classified into the following fair value hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date.

Level 3: Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company adopted the updated guidance of the Financial Accounting Standards Board, (“FASB”), related to fair value measurements and disclosures, which requires a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to describe the reasons for the transfers. In addition, in the reconciliation for fair value measurements using significant unobservable inputs, or Level 3, a reporting entity should disclose separately information about purchases, sales, issuances and settlements. The updated guidance also requires that an entity should provide fair value measurement disclosures for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements for Level 2 and Level 3 fair value measurements. The guidance was effective for the Company January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward activity in Level 3 fair value measurements, which became effective for the Company January 1, 2011. The Company adopted the additional guidance with respect to the roll forward activity in Level 3 fair value measurements on January 1, 2011.

In determining the fair value of assets and liabilities that are measured on a recurring basis atJune 30, 2012 and December 31, 2011, the Company utilized Level 2 inputs to perform such measurements related to the supplemental executive retirement plan,which were commensurate with the market approach, and utilized Level 3 inputs, which utilizes unobservable data, to measure the fair value of the contingent purchase price payable (in thousands):

		June 30,		December 31,
		2012		2011
Assets:
	Supplemental executive retirement savings plan investments - Level 2	$	8,051	$	6,516
Liabilities:
	Contingent purchase price payable - Level 3	$	3,100	$	3,100

The fair value of the supplemental executive retirement savings plan investments, which are included in prepaid and other current assets, was determined using the calculated net asset values obtained from the plan administrator and observable inputs of similar public mutual fund investments. In determining the fair value of the contingent purchase price payable,management prepared an estimate of the expected earnings of the centers acquired from NSC under various scenarios and weighted the probable outcome of each scenario using a range of expected probability of 25% to 40%.  Management discounted the results of such analysis using a discount rate of 1.6%. There have been no changes to the fair value of the contingent purchase price payable since its establishment. There were no transfers to or from Levels 1 and 2 during the six months ended June 30, 2012.

Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value. The fair value of fixed rate long-term debt, with a carrying value of $98,062,000, was$105,770,000at June 30, 2012. The fair value of variable rate long-term debt approximates its carrying value of $321,682,000 at June 30, 2012. The fair value of fixed rate long-term debt, with a carrying value of $101,188,000, was $105,302,000 at December 31, 2011. The fair value of variable rate long-term debt approximated its carrying value of $357,575,000at December 31, 2011. The fair value of fixed rate debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Entity Registrant Name	AMSURG CORP
Entity Central Index Key	0000895930
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		31,577,659

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Shareholders' Equity

6 Months Ended

Jun. 30, 2012

Shareholders' Equity

Shareholders' Equity

(10) Shareholders' Equity

a. Common Stock

On October 20, 2010, the Company's Board of Directors authorized a stock repurchase program for up to $40,000,000 of the Company's shares of common stock to be purchased over the following 18 months. On April 24, 2012, the Board of Directors authorized a new stock purchase program for up to $40,000,000 of the Company's shares of common stock through November 1, 2013.

During the six months ended June 30, 2012, the Company purchased 216,994 shares of the Company's common stock for approximately $5,956,000, at an average price of $27 per share, in order to mitigate the dilutive effect of shares issued upon the exercise of stock options pursuant to the Company's stock incentive plans.During the six months ended June 30, 2011, the Company purchased 248,100 shares of the Company's common stock for approximately $6,185,000, at an average price of $25 per share. In addition, during the six months ended June 30, 2012, and June 30, 2011, the Companyrepurchased 48,139 sharesand 22,802 shares, respectively, of common stock to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements.

b. Stock Incentive Plans

In May 2006, the Company adopted the AmSurg Corp. 2006 Stock Incentive Plan. The Company also has options outstanding under the AmSurg Corp. 1997 Stock Incentive Plan, under which no additional options may be granted. Under these plans, the Company has granted restricted stock and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock. At June 30, 2012, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 1,069,084 shares were available for future equity grants, including 931,575 shares available for issuance as restricted stock. Restricted stock granted to outside directors prior to 2010 is fully vested butis restricted from trading for five years from the date of grant. Restricted stock granted to outside directors in 2011 and 2012vests over a two and one year period, respectively and is subject to certain holding restrictions. Restricted stock granted to employees during 2009 and thereafter vests over four years in three equal installments beginning on the second anniversary of the date of grant. Restricted stock granted to employees prior to 2009is fully vested. In addition, shares held by the Company's senior management are subject to certain holding restrictions. The fair value of restricted stock is determined based on the closing bid price of the Company's common stock on the grant date.

Options are granted at market value on the date of the grant. Prior to 2007, granted options vested in four equal annual installments, commencing on the date of grant. Options granted in 2007 and 2008 vest at the end of four years from the grant date. No options were issued in 2012 and 2011. Outstanding options have a term of ten years from the date of grant.

Other information pertaining to share-based activity during the three and six months ended June 30, 2012and 2011 was as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Share-based compensation expense	$	1,620	$	1,578	$	3,412	$	3,171
Fair value of shares vested		477		294		6,425		2,657
Cash received from option exercises		4,151		1,031		6,672		4,628
Tax benefit from option exercises		450		61		529		463

As of June 30, 2012, the Company had total unrecognized compensation cost of approximately $9,543,000 related to non-vested awards, which the Company expects to recognize through 2016 and over a weighted average period of 1.2 years.

Average outstanding share-based awards to purchase approximately 39,062 and 792,165 shares of common stock that had an exercise price in excess of the average market price of the common stock during the periods ended June 30, 2012 and 2011, respectively, were not included in the calculation of diluted securities options under the treasury method for purposes of determining diluted earnings per share due to their anti-dilutive impact.

A summary of the status of non-vested restricted shares at June 30, 2012 and changes during the six months ended June 30, 2012 is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at December 31, 2011		732,412	$	21.91
	Shares granted	281,429		26.78
	Shares vested	(183,019)		25.98
	Shares forfeited	(448)		24.75
Non-vested shares at June 30, 2012		830,374	$	22.51

A summary of stock option activity for the six months ended June 30, 2012 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at December 31, 2011		2,510,054	$	23.09	3.4
	Options exercised with total intrinsic value of $6,672,000	(324,860)		20.54
	Options terminated	(5,625)		21.85
Outstanding at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9
Vested at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9
Exercisable at June 30, 2012 with aggregate intrinsic value of $14,189,000		2,179,569	$	23.47	2.9

The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at June 30, 2012 exercised their options at the Company's closing stock price on June 30, 2012.

c. Earnings per Share

The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts):

		Three Months Ended June 30,					Six Months Ended June 30,
					Per					Per
		Earnings		Shares	Share		Earnings		Shares	Share
		(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
2012:
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (basic)	$	16,196	30,743	$	0.53	$	31,915	30,681	$	1.04
Effect of dilutive securities
	options and non-vested shares		-	834				-	808
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (diluted)	$	16,196	31,577	$	0.51	$	31,915	31,489	$	1.01
Net earnings attributable
	to AmSurg Corp. per common	$	15,536	30,743	$	0.51	$	30,312	30,681	$	0.99
	share (basic)
Effect of dilutive securities
	options and non-vested shares		-	834				-	808
Net earnings attributable
	to AmSurg Corp. per common
	share (diluted)	$	15,536	31,577	$	0.49	$	30,312	31,489	$	0.96
2011:
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (basic)	$	12,683	30,415	$	0.42	$	24,288	30,418	$	0.80
Effect of dilutive securities
	options and non-vested shares		-	920				-	762
Net earnings from continuing
	operations attributable to
	AmSurg Corp. per common
	share (diluted)	$	12,683	31,335	$	0.40	$	24,288	31,180	$	0.78
Net earnings attributable
	to AmSurg Corp. per common	$	11,630	30,415	$	0.38	$	23,323	30,418	$	0.77
	share (basic)
Effect of dilutive securities
	options and non-vested shares		-	920				-	762
Net earnings attributable
	to AmSurg Corp. per common
	share (diluted)	$	11,630	31,335	$	0.37	$	23,323	31,180	$	0.75

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Consolidated Statements Of Earnings (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidated Statements Of Earnings
Revenues	$ 231,581	$ 187,522	$ 461,792	$ 365,248
Operating expenses:
Salaries and benefits	70,957	57,127	143,410	112,380
Supply cost	33,169	23,938	65,386	46,418
Other operating expenses	48,681	40,393	96,090	78,153
Depreciation and amortization	7,463	6,133	14,838	12,046
Total operating expenses	160,270	127,591	319,724	248,997
Equity in earnings of unconsolidated affiliates	316	0	711	0
Operating income	71,627	59,931	142,779	116,251
Interest expense	4,159	3,631	8,428	7,573
Earnings from continuing operations before income taxes	67,468	56,300	134,351	108,678
Income tax expense	11,263	8,899	22,204	17,166
Net earnings from continuing operations	56,205	47,401	112,147	91,512
Discontinued operations:
Earnings (loss) from operations of discontinued interests in surgery centers, net of income tax	0	60	(110)	758
Gain (loss) on disposal of discontinued interests in surgery centers, net of income tax	(660)	(1,084)	(1,553)	(1,265)
Net earnings (loss) from discontinued operations	(660)	(1,024)	(1,663)	(507)
Net earnings (loss)	55,545	46,377	110,484	91,005
Less net earnings attributable to noncontrolling interests:
Net earnings from continuing operations	40,009	34,718	80,232	67,224
Net earnings (loss) from discontinued operations	0	29	(60)	458
Total net earnings attributable to noncontrolling interests	40,009	34,747	80,172	67,682
Net earnings attributable to AmSurg Corp. common shareholders	15,536	11,630	30,312	23,323
Amounts attributable to AmSurg Corp. common shareholders:
Earnings from continuing operations, net of income tax	16,196	12,683	31,915	24,288
Discontinued operations, net of income tax, attributable to AmSurg Corp.	(660)	(1,053)	(1,603)	(965)
Net earnings attributable to AmSurg Corp. common shareholders	$ 15,536	$ 11,630	$ 30,312	$ 23,323
Earnings per share-basic:
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders	$ 0.53	$ 0.42	$ 1.04	$ 0.80
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders	$ (0.02)	$ (0.03)	$ (0.05)	$ (0.03)
Net earnings attributable to AmSurg Corp. common shareholders	$ 0.51	$ 0.38	$ 0.99	$ 0.77
Earnings per share-diluted:
Net earnings from continuing operations attributable to AmSurg Corp. common shareholders	$ 0.51	$ 0.40	$ 1.01	$ 0.78
Net earnings (loss) from discontinued operations attributable to AmSurg Corp. common shareholders	$ (0.02)	$ (0.03)	$ (0.05)	$ (0.03)
Net earnings attributable to AmSurg Corp. common shareholders	$ 0.49	$ 0.37	$ 0.96	$ 0.75
Weighted average number of shares and share equivalents outstanding:
Basic	30,743	30,415	30,681	30,418
Diluted	31,577	31,335	31,489	31,180

XML

Acquisitions

6 Months Ended

Jun. 30, 2012

Acquisitions

Acquisitions

(4) Acquisitions

The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination. The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control. The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination.

As a significant part of its growth strategy, the Company primarily acquires controlling interests in centers. During the six months ended June 30, 2012,the Company, through a wholly owned subsidiary, acquired a controlling interest in two centers, one of which was merged into an existing center. During the six months endedJune 30, 2011, the Company acquired a controlling interest in five centers. The aggregate amount paid for the centers acquired and for settlement of purchase price payable obligations during the six months ended June 30, 2012 and 2011 was approximately $9,972,000 and $45,674,000, respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company's revolving credit facility. The total fair value of an acquisition includes an amount allocated to goodwill, which results from the centers' favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company's business model.

At June 30, 2012 and December 31, 2011, the Company had contingent purchase price obligations of $3,100,000 and $5,236,000. During the six months ended June 30, 2012, the Company funded through operating cash flow $1,829,000 of its purchase price obligations. The remaining purchase price obligations are related to the Company's acquisition of 17 centers from National Surgical Care, Inc. (“NSC”) on September 1, 2011. The Company has agreed to pay as additional consideration an amount up to $7,500,000 based on a multiple of the excess earnings over the targeted earnings of the acquired centers, if any, from the period of January 1, 2012 to December 31, 2012. In addition, $3,500,000 of the purchase price was placed in an escrow fund to allow for any working capital adjustments up to $500,000, with the remainder allocated to potential indemnity claims, if any, which must be asserted by the Company within one year of the transaction date.During the six months ended June 30, 2012, the Company paid NSC $115,000 to settle the working capital adjustment and authorized the release from escrow of $500,000 related to the working capital adjustment. As of June 30, 2012, the Company has recorded in other long-term liabilities in the accompanying balance sheet purchase price obligations related to the Company's estimate of the fair value of the potential additional consideration due to NSC.

The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisitions completed in the six months ended June 30, 2012 and 2011 are as follows (in thousands):

		Six Months Ended
		June 30,
		2012		2011
Accounts receivable		$	140	$	1,644
Supplies, inventory, prepaid and other current assets			74		498
Property and equipment			786		3,703
Goodwill			11,911		69,308
Other intangible assets			-		1,750
Accounts payable			(11)		(550)
Other accrued liabilities			(67)		(135)
Long-term debt			-		(2,639)
	Total fair value		12,833		73,579
	Less: Fair value attributable to noncontrolling interests		4,690		27,905
	Acquisition date fair value of total consideration transferred	$	8,143	$	45,674

Fair value attributable to noncontrolling interests is based on significant inputs that are not observable in the market. Key inputs used to determine the fair value include financial multiples used in the purchase of noncontrolling interests in centers. Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability. The fair value of noncontrolling interests may be subject to adjustment as the Company completes its initial accounting for acquired intangible assets. For the six months ended June 30, 2012 and 2011, respectively, approximately $7,579,000 and $42,530,000 of goodwill recorded was deductible for tax purposes. Associated with the transactions discussed above, the Company incurred and expensed in other operating expenses approximately $52,000 and $75,000 in acquisition related costs, primarily attorney fees,for the six months ended June 30, 2012and 2011, respectively

Revenues and net earnings included in the six months ended June 30, 2012 and 2011 associated with these acquisitions are as follows (in thousands):

		Six Months Ended
		June 30,
		2012		2011
Revenues		$	730	$	6,588
Net earnings			222		2,210
Less: Net earnings attributable to noncontrolling interests			105		1,254
	Net earnings attributable to AmSurg Corp. common shareholders	$	117	$	956

The unaudited consolidated pro forma results for the six months ended June 30, 2012 and 2011, assuming all 2012 and 2011 acquisitions had been consummated on January 1, 2011, are as follows (in thousands, except per share data):

			Six Months Ended
			June 30,
			2012		2011
Revenues			$	462,351	$	457,755
Net earnings				110,629		130,834
Amounts attributable to AmSurg Corp. common shareholders:
	Net earnings from continuing operations			31,966		29,667
	Net earnings			30,363		28,307
	Net earnings from continuing operations per common share:
		Basic	$	1.04	$	0.98
		Diluted	$	1.02	$	0.95
	Net earnings:
		Basic	$	0.99	$	0.93
		Diluted	$	0.96	$	0.91
	Weighted average number of shares and share equivalents:
		Basic		30,681		30,418
		Diluted		31,489		31,180

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Revenue Recognition

6 Months Ended

Jun. 30, 2012

Revenue Recognition

Revenue Recognition

(3) Revenue Recognition

Center revenues consist of billing for the use of the centers' facilities (the “facility fee”) directly to the patient or third-party payor and, in certain instances, billing for anesthesia services. Such revenues are recognized when the related surgical procedures are performed. Revenues exclude any amounts billed for physicians' surgical services, which are billed separately by the physicians to the patient or third-party payor.

Revenues from centers are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid. During the six months ended June 30, 2012 and 2011, the Company derived approximately 28% and 31%, respectively, of its revenues from governmental healthcare programs, primarily Medicare and Medicare managed programs. Concentration of credit risk with respect to other payors is limited due to the large number of such payors.

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Subsequent Events

6 Months Ended

Jun. 30, 2012

Subsequent Events

Subsequent Events

(15) Subsequent Events

The Company assessed events occurring subsequent to June 30, 2012 for potential recognition and disclosure in the unaudited consolidated financial statements. In July 2012, the Company, through a wholly owned subsidiary, acquired a majority interest in a surgery center for approximately $6,200,000. Other than as previously described, no events have occurred that would require adjustment to or disclosure in the unaudited consolidated financial statements.

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Income Taxes

6 Months Ended

Jun. 30, 2012

Income Taxes

Income Taxes

(11) Income Taxes

The Company files a consolidated federal income tax return. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company applies recognition thresholds and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return as it relates to accounting for uncertainty in income taxes. In addition, it is the Company's policy to recognize interest accrued and penalties, if any, related to unrecognized benefits as income tax expense in its statement of earnings. The Company does not expect significant changes to its tax positions or liability for tax uncertainties during the next 12 months.

The Company and its subsidiaries file U.S. federal and various state tax returns. With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2008.

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Long-Term Debt

6 Months Ended

Jun. 30, 2012

Long-Term Debt

Long-Term Debt

(7)Long-term Debt

Long-term debt at June 30, 2012 and December 31, 2011 was comprised of the following (in thousands):

		June 30,		December 31,
		2012		2011
Revolving credit agreement		$	316,000	$	351,000
Fixed rate senior secured notes			75,000		75,000
Other debt			17,567		20,052
Capitalized lease arrangements			11,177		12,711
			419,744		458,763
Less current portion			10,018		10,800
	Long-term debt	$	409,726	$	447,963

On June 29, 2012, the Company amended its revolving credit agreement which it utilizes to, among other things, finance its acquisition and development projects and stock repurchase programs. The revolving credit agreement, as amended, permits the Company to borrow up to $475,000,000 at an interest rate equal to, at the Company's option, the base rate plus 0.75% to 1.75% or LIBOR plus 1.5% to 2.25%, or a combination thereof; provides for a fee of 0.2% to 0.4% of unused commitments; and contains certain covenants relating to the ratio of debt to operating performance measurements, interest coverage ratios and minimum net worth. Borrowings under the revolving credit agreement mature in June 2017 and are secured primarily by a pledge of the stock of our wholly-owned subsidiaries and our partnership and membership interests in the limited partnerships and limited liability companies. The Company was in compliance with all covenants contained in the revolving credit agreement at June 30, 2012.

The Company's $75,000,000 of 6.04% fixed rate senior secured notes are pari passu with the indebtedness under the Company's revolving credit facility and require payment of principal beginning in August 2013 and are set to mature on May 28, 2020. The note purchase agreement governing the senior secured notes contains covenants similar to the covenants in the revolving credit agreement. The Company was in compliance with all covenants contained in the note purchase agreement at June 30, 2012.

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Dispositions

6 Months Ended

Jun. 30, 2012

Dispositions

Dispositions

(5) Dispositions

The Company initiated the disposition of certain of its centers due to management's assessment of the limited growth opportunities at these centers. Results of the centers discontinued for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Cash proceeds from disposal	$	-	$	3	$	-	$	3,369
Net loss from discontinued operations		(660)		(1,024)		(1,663)		(507)
Net loss from discontinued operations attributable to AmSurg Corp.		(660)		(1,053)		(1,603)		(965)

The results of operations of discontinued centers have been classified as discontinued operations in all periods presented. Results of operations of the discontinued surgery centers for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011
Revenues		-		1,772		772		5,842
Earnings (loss) before income taxes		-		82		(92)		959
Net earnings (loss)		-		60		(110)		758

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Goodwill And Intangible Assets

6 Months Ended

Jun. 30, 2012

Goodwill And Intangible Assets

Goodwill And Intangible Assets

(6) Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three and six months ended June 30, 2012and 2011 are as follows (in thousands):

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2012		2011		2012		2011
Balance, beginning of period		$	1,240,422	$	899,984	$	1,229,298	$	894,497
Goodwill acquired, including post acquisition adjustments			-		65,077		11,911		75,240
Disposals			-		(91)		(787)		(4,767)
	Balance, end of period	$	1,240,422	$	964,970	$	1,240,422	$	964,970

Amortizable intangible assets at June 30, 2012and December 31, 2011 consisted of the following (in thousands):

		June 30, 2012						December 31, 2011
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Deferred financing cost		$	8,285	$	(2,373)	$	5,912	$	6,541	$	(1,838)	$	4,703
Agreements, contracts and other intangible assets			3,448		(2,137)		1,311		3,448		(2,026)		1,422
	Total amortizable intangible assets	$	11,733	$	(4,510)	$	7,223	$	9,989	$	(3,864)	$	6,125

Amortization of intangible assets for the three months ended June 30, 2012 and 2011 was $332,000 and $375,000, respectively, and for the six months ended June 30, 2012 and 2011 was $646,000 and $677,000, respectively. Estimated amortization of intangible assets for the remainder of 2012 and the following five years and thereafter is $718,000, $1,431,000, $1,427,000, $1,426,000, $1,426,000, $617,000 and $178,000, respectively. The Company expects to recognize amortization of intangible assets over a weighted average period of 5.2 years.

At June 30, 2012and December 31, 2011, other non-amortizable intangible assets related to restrictive covenant arrangements were $9,025,000 and $9,300,000, respectively.

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Derivative Instruments

6 Months Ended

Jun. 30, 2012

Derivative Instruments

Derivative Instruments

(8) Derivative Instruments

The Company entered into an interest rate swap agreement in April 2006, the objective of which was to hedge exposure to the variability of the future expected cash flows attributable to the variable interest rate of a portion of the Company's outstanding balance under its revolving credit agreement. The interest rate swap matured in April 2011. Prior to April 2011, the interest rate swap had a notional amount of $50,000,000. The Company paid to the counterparty a fixed rate of 5.365% of the notional amount of the interest rate swap and received a floating rate from the counterparty based on LIBOR. In the opinion of management and as permitted by Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging, the interest rate swap (as a cash flow hedge) was a fully effective hedge. Payments or receipts of cash under the interest rate swap were shown as a part of operating cash flows, consistent withthe interest expense incurred pursuant to the revolving credit agreement. An increase in the fair value of the interest rate swap, net of tax, of$138,000 and $515,000 was included in other comprehensive income for the three and sixmonths ended June 30, 2011. The Company had no accumulated other comprehensive income or loss, net of income taxes, at June 30, 2012 and December 31, 2011.

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Acquisitions (Narrative) (Details) (USD $)	6 Months Ended			6 Months Ended		0 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 Controlling Interest [Member] Centers	Jun. 30, 2011 Controlling Interest [Member] Centers	Sep. 01, 2011 Acquired Nsc Centers [Member] Centers	Jun. 30, 2012 Acquired Nsc Centers [Member]	Jun. 30, 2012 Prior Year Acquisitions [Member]	Jun. 30, 2012 Prior Year Acquisitions [Member] Working Capital Adjustment Settlement [Member]
Business Acquisition [Line Items]
Number of business acquisitions				2	5	17
Purchase Price Payable	$ 3,100,000		$ 5,236,000
Payments to Acquire Businesses, Net of Cash Acquired	9,972,000	45,674,000						1,829,000	115,000
Purchase Price Placed in Escrow						3,500,000
Business Acquisition Purchase Price Allocation Maximum Amount for Working Capital Adjustments						500,000
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High						7,500,000
Escrow Release Working Capital							500,000
Goodwill deductible for tax purposes	7,579,000	42,530,000
Other operating expenses in acquisition related costs, primarily attorney fees	$ 52,000	$ 75,000

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Shareholders Equity (Schedule Of Changes In Non-Vested Restricted Shares) (Details) (USD $)	6 Months Ended
	Jun. 30, 2012
Shareholders' Equity
Non-vested shares at beginning of period, Number of Shares	732,412
Non-vested shares at beginning of period, Weighted Average Grant Price	$ 21.91
Shares granted, Number of Shares	281,429
Shares granted, Weighted Average Grant Price	$ 26.78
Shares vested, net of shares repurchased to cover tax withholding requirements,, Number of Shares	(183,019)
Shares vested, net of shares repurchased to cover tax withholding requirements, , Weighted Average Grant Price	$ 25.98
Shares forfeited, Number of Shares	(448)
Shares forfeited, Weighted Average Grant Price	$ 24.75
Non-vested shares at end of period, Number of Shares	830,374
Non-vested shares at end of period, Weighted Average Grant Price	$ 22.51

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2012

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

(13) Recent Accounting Pronouncements

In June 2011, the FASB amended ASC 220, "Presentation of Comprehensive Income." This amendment requires companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. In December 2011, the FASB issued Accounting Standards Update ("ASU") 2011-12, which is an update to the amendment issued in June 2011. This amendment defers the specific requirements to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. The amended guidance, which must be applied retroactively, is effective for interim and annual periods beginning after December 15, 2011, with earlier adoption permitted. This ASU impacts presentation only and had no effect on the Company's consolidated financial position, results of operations or cash flows.

In July 2011, the FASB issued ASU 2011-07, which requires healthcare organizations that perform services for patients for which the ultimate collection of all or a portion of the amounts billed or billable cannot be determined at the time services are rendered to present all bad debt expense associated with patient service revenue as an offset to the patient service revenue line item in the statement of operations. The ASU also requires qualitative disclosures about the Company's policy for recognizing revenue and bad debt expense for patient service transactions and quantitative information about the effects of changes in the assessment of collectability of patient service revenue. This ASU is effective for fiscal years beginning after December 15, 2011. The Company has evaluated ASU 2011-07 and has determined that the requirements of this ASU are not applicable to the Company as the ultimate collection of patient service revenue is generally determinable at the time of service, and therefore, the ASU had no impact on the Company's consolidated financial position, results of operations or cash flows.

In September 2011, the FASB issued ASU 2011-08, which simplifies how entities test goodwill for impairment. Previous guidance required an entity to perform a two-step goodwill impairment test at least annually by comparing the fair value of a reporting unit with its carrying amount, including goodwill, and recording an impairment loss if the fair value is less than the carrying amount. This ASU allows an entity to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines after that assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is not required. This ASU is applicable to interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and was adopted by the Company effective January 1, 2012. The adoption of this ASU did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

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Goodwill And Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2012

Goodwill And Intangible Assets

Changes In Carrying Amount Of Goodwill

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2012		2011		2012		2011
Balance, beginning of period		$	1,240,422	$	899,984	$	1,229,298	$	894,497
Goodwill acquired, including post acquisition adjustments			-		65,077		11,911		75,240
Disposals			-		(91)		(787)		(4,767)
	Balance, end of period	$	1,240,422	$	964,970	$	1,240,422	$	964,970

Summary Of Amortizable Intangible Assets

		June 30, 2012						December 31, 2011
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Deferred financing cost		$	8,285	$	(2,373)	$	5,912	$	6,541	$	(1,838)	$	4,703
Agreements, contracts and other intangible assets			3,448		(2,137)		1,311		3,448		(2,026)		1,422
	Total amortizable intangible assets	$	11,733	$	(4,510)	$	7,223	$	9,989	$	(3,864)	$	6,125

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Shareholder's Equity (Narrative) (Details) (USD $)	0 Months Ended		6 Months Ended
	Apr. 24, 2012 M	Oct. 20, 2010 M	Jun. 30, 2012	Jun. 30, 2011
Number of shares, options granted			0	0
Repurchase of common stock, shares			216,994	248,100
Repurchase of common stock			$ 5,956,000	$ 6,185,000
Average price per share			$ 27.00	$ 25.00
Shares repurchased to cover employee tax withholdings			48,139	22,802
Stock repurchased program authorized by the board of directors	40,000,000	40,000,000
Period of stock repurchase program, months	18	18
Number of shares authorized for grant under share incentive plan			2,760,250
Unrecognized compensation cost on non vested awards			$ 9,543,000
Unrecognized compensation cost on non vested awards, weighted average period of recognition			1.2
Share based payment award shares purchased for award			39,062	792,165
Restricted Stock [Member]
Shares available for future grants/issuance under stock incentive plan			931,575
Stock Options [Member]
Vesting period			4
Options term			10
Shares available for future grants/issuance under stock incentive plan			1,069,084
Outside Directors [Member] | Restricted Stock [Member]
Vesting period			1	2
Employees [Member] | Restricted Stock [Member]
Number of installments in restricted stock granted			3
Vesting period			4

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Goodwill And Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Goodwill And Intangible Assets
Balance, beginning of period	$ 1,240,422	$ 899,984	$ 1,229,298	$ 894,497
Goodwill acquired, including post acquisition adjustments	0	65,077	11,911	75,240
Disposals	0	(91)	(787)	(4,767)
Balance, end of period	$ 1,240,422	$ 964,970	$ 1,240,422	$ 964,970

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Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidated Statements Of Comprehensive Income
Net earnings (loss)	$ 55,545	$ 46,377	$ 110,484	$ 91,005
Other comprehensive income, net of income tax:
Unrealized gain on interest rate swap, net of income tax	0	138	0	515
Comprehensive income, net of income tax	55,545	46,515	110,484	91,520
Less comprehensive income attributable to noncontrolling interests	40,009	34,747	80,172	67,682
Comprehensive income attributable to AmSurg Corp. common shareholders	$ 15,536	$ 11,768	$ 30,312	$ 23,838

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Use of Estimates

6 Months Ended

Jun. 30, 2012

Use Of Estimates [Abstract]

Use of Estimates

(2) Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The determination of contractual and bad debt allowances constitutes a significant estimate. Some of the factors considered by management in determining the amount of such allowances are the historical trends of the centers' cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics. Accordingly, net accounts receivable at June 30, 2012 and December 31, 2011 reflect allowances for contractual adjustments of $214,063,000 and $136,265,000, respectively, and allowances for bad debt expense of $23,009,000 and $18,844,000, respectively. The increase in the allowance for contractual adjustments as of June 30, 2012 is the result of increases in gross fee schedules at certain of the Company's centers. In addition, certain centers acquired in 2011 recognized contractual adjustments at the date of service prior to January 1, 2012, at which time the centers began applying contractual adjustments upon receipt of payment. Therefore, higher allowances for contractual adjustments were necessary at June 30, 2012 to allow for consistency in the Company's billing policy. Bad debt expense is included in other operating expenses and was approximately $4,791,000 and $10,038,000 for the three and six months ended June 30, 2012, respectively, and $3,880,000 and $7,930,000 for the three and six months ended June 30, 2011, respectively.

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2012

Long-Term Debt

Components Of Long-Term Debt

		June 30,		December 31,
		2012		2011
Revolving credit agreement		$	316,000	$	351,000
Fixed rate senior secured notes			75,000		75,000
Other debt			17,567		20,052
Capitalized lease arrangements			11,177		12,711
			419,744		458,763
Less current portion			10,018		10,800
	Long-term debt	$	409,726	$	447,963

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Dispositions (Results Of Operations Of Centers Discontinued) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Dispositions
Cash proceeds from disposal	$ 0	$ 3	$ 0	$ 3,369
Net earnings (loss) from discontinued operations	(660)	(1,024)	(1,663)	(507)
Discontinued operations, net of income tax, attributable to AmSurg Corp.	$ (660)	$ (1,053)	$ (1,603)	$ (965)

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Commitments And Contingencies

6 Months Ended

Jun. 30, 2012

Commitments And Contingencies

Commitments And Contingencies

(12) Commitments and Contingencies

The Company and its subsidiaries are insured with respect to medical malpractice risk on a claims-made basis. The Company also maintains insurance for general liability, director and officer liability and property damage. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies its officers and directors for actions taken on behalf of the Company and its subsidiaries. Management is not aware of any claims against it or its subsidiaries which would have a material financial impact on the Company.

Certain of the Company's wholly owned subsidiaries, as general partners in the limited partnerships, are responsible for all debts incurred but unpaid by the limited partnerships. As manager of the operations of the limited partnerships, the Company has the ability to limit potential liabilities by curtailing operations or taking other operating actions.

In the event of a change in current law that would prohibit the physicians' current form of ownership in the partnerships, the Company would be obligated to purchase the physicians' interests in a substantial majority of the Company's partnerships. The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements. The Company believes the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2012.

On September 1, 2011, the Company acquired interests in 17 centers from NSC and agreed to pay as additional consideration an amount up to $7,500,000 based on a multiple of the excess earnings over the targeted earnings of the acquired centers (as defined), if any, from the period of January 1, 2012 to December 31, 2012. Settlement of such contingency is expected to occur during the first quarter of 2013.