8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2006 (October 24, 2006)

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	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)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition
	Item 7.01. Regulation FD Disclosure
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
Ex-99 Press Release

Item 2.02. Results of Operations and Financial Condition

     On October 24, 2006, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.

Item 7.01. Regulation FD Disclosure

     On October 24, 2006, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.

Item 9.01. Financial Statements and Exhibits

     (c) 99 Press release dated October 24, 2006

2

SIGNATURES

     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 hereunto duly authorized.

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

Date: October 24, 2006

3

INDEX TO EXHIBITS

Exhibit
Number		Description
	99	Press release dated October 24, 2006

4

EX-99

Exhibit 99

Press Release

Contact:	Claire M. Gulmi
	Executive Vice President and
	Chief Financial Officer
	(615) 665-1283

AMSURG REPORTS THIRD-QUARTER NET EARNINGS FROM CONTINUING
OPERATIONS OF $0.31 PER DILUTED SHARE WITH
4% INCREASE IN SAME-CENTER REVENUES

NASHVILLE, Tenn. (October 24, 2006) — Ken P. McDonald, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced financial results for the third quarter and nine months ended September 30, 2006. Revenues for the quarter were $114,188,000, an increase of 16% from $98,410,000 for the third quarter of 2005. Net earnings from continuing operations for the third quarter of 2006 were $9,398,000, or $0.31 per diluted share, including $0.03 per diluted share for FAS 123R, compared with $9,150,000, or $0.30 per diluted share, for the third quarter last year. Excluding the impact of FAS 123R, net earnings from continuing operations per diluted share for the third quarter of 2006 increased 13% to $0.34 from $0.30 for the third quarter of 2005.

     Revenues increased 21% for the first nine months of 2006 to $345,674,000 from $285,846,000 for the first nine months of 2005. Net earnings from continuing operations for the first nine months of 2006 were $28,155,000, or $0.93 per diluted share, which included FAS 123R expense of $0.11 per diluted share, compared with $27,888,000, or $0.92 per diluted share, for the first nine months of 2005. Excluding the impact of FAS 123R, net earnings from continuing operations per diluted share for the first nine months of 2006 increased 13% to $1.04 from $0.92 for the comparable period in 2005.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Net earnings from continuing operations per diluted share, excluding impact of FAS 123R(1)	$	0.34		$	0.30	(2)	$	1.04		$	0.92	(2)
Share-based payment expense		(0.03	)		(0.03	)(3)		(0.11	)		(0.08	)(3)
Net earnings from continuing operations per diluted share(4)	$	0.31	(2)	$	0.28		$	0.93	(2)	$	0.85

⁽¹⁾ Net earnings from continuing operations per diluted share, excluding impact of FAS 123R, is not a measurement determined in accordance with accounting principles generally accepted in the United States. AmSurg believes its calculation of net earnings from continuing operations per diluted share, excluding impact of FAS 123R, in this press release is a useful measure of the Company’s ongoing performance because it provides comparability to periods prior to the adoption of FAS 123R and disclosures of its operations on the same basis as that used by management. Net earnings from continuing operations per diluted share, excluding impact of FAS 123R, should not be considered as a measure of financial performance under accounting principles generally accepted in the United States, and the item excluded from it is a significant component in understanding and assessing financial performance.

⁽²⁾ Net earnings from continuing operations per diluted share, GAAP basis.

⁽³⁾ Pro forma share-based payment expense, as if the Company adopted FAS 123R on January 1, 2005.

⁽⁴⁾ Figures may not add due to rounding.

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AMSG Reports Third-Quarter Results
Page 2
October 24, 2006

     “We are pleased to report that AmSurg produced a 4% increase in same-center revenues for the third quarter of 2006 and expanded the number of continuing centers in operation by 12% to 153 at the quarter’s end from 137 at the same time last year,” said Mr. McDonald. “During the third quarter, we completed the acquisition of four centers. In addition, we initiated the disposition of four surgery centers, one of which was completed in the third quarter and three of which were completed in October. These centers, which were minimally profitable, have been classified as discontinued operations and all prior periods have been restated. As a result, the total number of our continuing centers in operation at the end of the third quarter was the same as at the end of the second quarter.

     “The four center acquisitions in the third quarter increased the number of new centers opened in the first nine months of 2006 to eight. We also had four centers under development at the end of the quarter, three additional centers awaiting CON certification and three centers under letter of intent. Since the beginning of the fourth quarter, we have completed the acquisition of one of the centers under letter of intent, and we continue to anticipate the opening of one of the de novo centers under development before the quarter ends. With a strong pipeline of potential center transactions, we expect to achieve our target of opening a total of 12 to 15 centers for the full year.”

     Based on AmSurg’s financial and operating performance for the third quarter and first nine months of 2006, and its outlook on the operating environment for the remainder of 2006, the Company tightened its range of revenue and earnings guidance for full-year 2006, confirmed the other elements of its existing guidance and established its earnings guidance for the fourth quarter of 2006, is as follows:

• Revenues in a range of $455 million to $465 million for 2006.

• Same-center revenue growth of 4% to 5% for the full year, 3% to 4% for the fourth quarter.

• The addition of 12 to 15 new centers for the year.

• Net earnings from continuing operations per diluted share as follows:

	Twelve Months						Three Months
	Ending			Ended			Ending
	Dec. 31, 2006			Dec. 31,			Dec. 31, 2006
	(Guidance)			2005			(Guidance)
Net earnings per diluted share, excluding impact of FAS 123R	$	1.38 -- 1.39		$	1.20	(1)	$	0.34 -- 0.35
Share-based payment expense		(0.14	)		(0.11	)(2)		(0.03	)
Net earnings per diluted share	$	1.24 -- 1.25	(1)	$	1.09		$	0.31 -- 0.32	(1)

(1)	Net earnings from continuing operations per diluted share, GAAP basis.
(2)	Pro forma share-based payment expense, as if the Company had adopted FAS 123R in 2005.

     AmSurg also today established its guidance for net earnings from continuing operations for the first quarter of 2007 in a range of $0.30 to $0.31 per diluted share. This range includes an expense of $0.06 related to FAS 123R compared with $0.05 for the first quarter of 2006. Similar to 2006, FAS 123R expense will be significantly higher in the first quarter of 2007 than in the remaining quarters of the year. In addition, the range includes a negative $0.01 impact from the

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AMSG Reports Third-Quarter Results
Page 3
October 24, 2006

effect of the Medicare Deficit Reduction Act of 2005. As previously reported, this legislation, among other things, reduces Medicare reimbursement AmSurg expects to receive for after-cataract laser surgery procedures beginning in 2007. The Company estimates that the reduced Medicare reimbursement will have a negative effect on the Company’s earnings per share for full-year 2007 of $0.03, up from the original estimate of approximately $0.02 due to increased volumes. AmSurg intends to provide full-year 2007 guidance in its news release for fourth-quarter 2006 financial results.

     The information contained in the preceding paragraphs is forward-looking information, and the attainment of these targets is dependent not only on AmSurg’s achievement of its assumptions discussed above, but also on the risks and uncertainties listed below that could cause actual results, performance or developments to differ materially from those expressed or implied by this forward-looking information.

     “We are encouraged by AmSurg’s third quarter performance, which met the high end of our guidance,” added Mr. McDonald. “We remain confident of achieving our financial and operational objectives for 2006, of the longer-term growth opportunities for our proven single specialty surgery center business model and of our ability to leverage these opportunities to produce continued long-term growth in shareholder value.”

     AmSurg Corp. will hold a conference call to discuss this release today at 5:00 p.m. Eastern time. Investors will have the opportunity to listen to the conference call over the Internet by going to www.amsurg.com and clicking “Investor Relations” or by going to www.earnings.com at least 15 minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available at these sites shortly after the call through the end of business on January 24, 2007.

     This press release contains forward-looking statements. These statements, which have been included in reliance on the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, involve risks and uncertainties. Investors are hereby cautioned that these statements may be affected by the important factors, among others, set forth in AmSurg’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and other filings with the Securities and Exchange Commission, including the following risks: the risk that payments from third-party payors may decrease or not increase as the Company’s costs increase; changes in the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers by the Centers for Medicare and Medicaid Services; the Company’s ability to maintain favorable relations with its physician partners; the Company’s ability to identify suitable acquisition and development candidates and negotiate and close transactions in a timely manner and on favorable terms; the Company’s ability to grow revenues at its existing centers; risks associated with weather and other factors that may affect the Company’s surgery centers located in Florida; the Company’s ability to manage the growth in its business; the Company’s ability to obtain the necessary financing or capital on terms satisfactory to it to execute its expansion strategy; the Company’s ability to compete for physician partners, managed care contracts, patients and strategic relationships; the Company’s ability to obtain and retain appropriate licensing approvals for its existing centers and centers currently under development and to comply with applicable laws; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the Company; the risk of legislative or regulatory changes that would prohibit physician ownership in ambulatory surgery centers; risks

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AMSG Reports Third-Quarter Results
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October 24, 2006

associated with the Company’s status as a general partner of limited partnerships; the Company’s ability to obtain the necessary financing to fund the purchase of its physician partners’ minority interests in the event of a regulatory change that would require such a purchase; and risks associated with the valuation and tax deductibility of goodwill. Consequently, actual results, performance or developments may differ materially from the forward-looking statements included above. AmSurg disclaims any intent or obligation to update these forward-looking statements.

     AmSurg Corp. develops, acquires and manages physician practice-based ambulatory surgery centers in partnership with surgical and other group practices. At September 30, 2006, AmSurg owned a majority interest in 153 continuing centers in operation and had four centers under development and three centers awaiting CON approval.

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AMSG Reports Third-Quarter Results
Page 5
October 24, 2006

AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(Dollars in thousands, except per share amounts)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2006			2005			2006			2005
Statement of Earnings Data:
Revenues	$	114,188		$	98,410		$	345,674		$	285,846
Operating expenses:
Salaries and benefits		33,925			27,965			102,833			79,592
Supply cost		13,174			11,437			40,192			31,790
Other operating expenses		23,199			19,467			67,480			56,145
Depreciation and amortization		4,324			3,950			12,761			11,216
Total operating expenses		74,622			62,819			223,266			178,743
Operating income		39,566			35,591			122,408			107,103
Minority interest		22,185			19,445			70,431			58,398
Interest expense, net		1,924			1,098			5,669			2,837
Earnings from continuing operations before income taxes		15,457			15,048			46,308			45,868
Income tax expense		6,059			5,898			18,153			17,980
Net earnings from continuing operations		9,398			9,150			28,155			27,888
Discontinued operations:
Earnings (loss) from operations of discontinued interests in surgery centers, net of income tax expense (benefit)		20			(46	)		92			(208	)
Loss on disposal of discontinued interests in surgery centers, net of income tax benefit		(56	)		(743	)		(56	)		(986	)
Net (loss) earnings from discontinued operations		(36	)		(789	)		36			(1,194	)
Net earnings	$	9,362		$	8,361		$	28,191		$	26,694
Basic earnings per common share:
Net earnings from continuing operations	$	0.31		$	0.31		$	0.95		$	0.94
Net earnings	$	0.31		$	0.28		$	0.95		$	0.90
Diluted earnings per common share:
Net earnings from continuing operations	$	0.31		$	0.30		$	0.93		$	0.92
Net earnings	$	0.31		$	0.28		$	0.93		$	0.89
Weighted average number of shares and share equivalents (000’s):
Basic		29,875			29,625			29,787			29,538
Diluted		30,423			30,287			30,371			30,159
Operating Data:
Continuing centers in operation at end of period		153			137			153			137
Centers under development/not opened at end of period		4			4			4			4
Development centers awaiting CON approval at end of period		3			—			3			—
Centers under letter of intent		3			2			3			2
Average number of centers in operation		150			135			149			130
Average revenue per center	$	760		$	728		$	2,328		$	2,207
Same center revenues increase		4	%		4	%		5	%		4	%
Procedures performed during the period		207,953			188,197			635,760			542,474
Cash flows provided by operating activities	$	20,285		$	21,104		$	54,197		$	51,981
Cash flows used by investing activities	$	(26,142	)	$	(17,957	)	$	(60,874	)	$	(58,578	)
Cash flows provided by financing activities	$	9,490		$	1,784		$	7,492		$	13,629
Reconciliation of net earnings to EBITDA and adjusted EBITDA (1):
Net earnings from continuing operations	$	9,398		$	9,150		$	28,155		$	27,888
Add: income tax expense		6,059			5,898			18,153			17,980
Add: interest expense, net		1,924			1,098			5,669			2,837
Add: depreciation and amortization		4,324			3,950			12,761			11,216
EBITDA		21,705			20,096			64,738			59,921
Add: share-based compensation expense		1,472			—			5,513			—
Adjusted EBITDA	$	23,177		$	20,096		$	70,251		$	59,921

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AMSG Reports Third-Quarter Results
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October 24, 2006

AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(In thousands)

	Sept. 30,		Dec. 31,
	2006		2005
Balance Sheet Data:
Cash and cash equivalents	$	21,311	$	20,496
Accounts receivable, net		52,718		46,387
Working capital		69,049		61,072
Total assets		585,276		527,816
Long-term debt and other long-term liabilities		135,448		125,712
Minority interest		53,337		47,271
Shareholders’ equity		332,337		294,618

(1) EBITDA is defined as earnings before interest, income taxes and depreciation and amortization. Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation and amortization and share-based compensation expense. EBITDA and adjusted EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from EBITDA and adjusted EBITDA are significant components in understanding and assessing financial performance. EBITDA and adjusted EBITDA are analytical indicators used by management and the health care industry to evaluate company performance, allocate resources and measure leverage and debt service capacity. EBITDA and adjusted EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because EBITDA and adjusted EBITDA are not measurements determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, EBITDA and adjusted EBITDA as presented may not be comparable to other similarly titled measures of other companies. Net earnings from continuing operations is the financial measure calculated and presented in accordance with generally accepted accounting principles that is most comparable to EBITDA and adjusted EBITDA as defined.

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AMSG Reports Third-Quarter Results
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October 24, 2006

AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(In thousands)

Presented below is certain statement of earnings and operating data for prior quarterly periods in 2006, which have been restated in order to include additonal discontinued operations.

	For the Three				For the Six
	Months Ended				Months Ended
	March 31,		June 30,		June 30,
	2006		2006		2006
Statement of Earnings Data:
Revenues	$	112,609	$	118,877	$	231,486
Operating expenses:
Salaries and benefits		34,516		34,392		68,908
Supply cost		12,779		14,239		27,018
Other operating expenses		21,468		22,813		44,281
Depreciation and amortization		4,141		4,296		8,437
Total operating expenses		72,904		75,740		148,644
Operating income		39,705		43,137		82,842
Minority interest		23,693		24,553		48,246
Interest expense, net		1,699		2,046		3,745
Earnings from continuing operations before income taxes		14,313		16,538		30,851
Income tax expense		5,611		6,483		12,094
Net earnings from continuing operations		8,702		10,055		18,757
Discontinued operations:
Earnings from operations of discontinued interests in surgery centers, net of income tax expense		23		49		72
Net earnings	$	8,725	$	10,104	$	18,829
Basic earnings per common share:
Net earnings from continuing operations	$	0.29	$	0.34	$	0.63
Net earnings	$	0.29	$	0.34	$	0.63
Diluted earnings per common share:
Net earnings from continuing operations	$	0.29	$	0.33	$	0.62
Net earnings	$	0.29	$	0.33	$	0.62
Weighted average number of shares and share equivalents (000’s):
Basic		29,693		29,794		29,744
Diluted		30,219		30,472		30,345
Operating Data:
Procedures		211,102		216,705		427,807
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	8,702	$	10,055	$	18,757
Add: income tax expense		5,611		6,483		12,094
Add: interest expense, net		1,699		2,046		3,745
Add: depreciation and amortization		4,141		4,296		8,437
EBITDA		20,153		22,880		43,033
Add: share-based compensation expense		2,574		1,467		4,041
Adjusted EBITDA	$	22,727	$	24,347	$	47,074

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AMSG Reports Third-Quarter Results
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October 24, 2006

AMSURG CORP.
Unaudited Selected Consolidated Financial and Operating Data
(In thousands)

Presented below is certain statement of earnings and operating data for 2005, which have been restated in order to conform to the current year presentation, which reflects operating results from continuing and discontinued operations.

												For the Year
	For the Three Months Ended											Ended
	March 31,			June 30,			Sept. 30,			Dec. 31,		Dec. 31,
	2005			2005			2005			2005		2005
Statement of Earnings Data:
Revenues	$	90,261		$	97,175		$	98,410		$	101,952	$	387,798
Operating expenses:
Salaries and benefits		25,304			26,323			27,965			30,406		109,998
Supply cost		9,755			10,598			11,437			11,987		43,777
Other operating expenses		17,813			18,865			19,467			20,336		76,481
Depreciation and amortization		3,540			3,726			3,950			4,009		15,225
Total operating expenses		56,412			59,512			62,819			66,738		245,481
Operating income		33,849			37,663			35,591			35,214		142,317
Minority interest		18,670			20,283			19,445			20,043		78,441
Interest expense, net		826			913			1,098			1,290		4,127
Earnings from continuing operations before income taxes		14,353			16,467			15,048			13,881		59,749
Income tax expense		5,626			6,456			5,898			5,442		23,422
Net earnings from continuing operations		8,727			10,011			9,150			8,439		36,327
Discontinued operations:
(Loss) earnings from operations of discontinued interests in surgery centers, net of income tax (benefit) expense		(75	)		(87	)		(46	)		18		(190	)
Loss on disposal of discontinued interests in surgery centers, net of income tax benefit		—			(243	)		(743	)		—		(986	)
Earnings (loss) from discontinued operations		(75	)		(330	)		(789	)		18		(1,176	)
Net earnings	$	8,652		$	9,681		$	8,361		$	8,457	$	35,151
Basic earnings per common share:
Net earnings from continuing operations	$	0.30		$	0.34		$	0.31		$	0.28	$	1.23
Net earnings	$	0.29		$	0.33		$	0.28		$	0.28	$	1.19
Diluted earnings per common share:
Net earnings from continuing operations	$	0.29		$	0.33		$	0.30		$	0.28	$	1.20
Net earnings	$	0.29		$	0.32		$	0.28		$	0.28	$	1.17
Weighted average number of shares and share equivalents (000’s):
Basic		29,451			29,537			29,625			29,681		29,573
Diluted		30,024			30,165			30,287			30,111		30,147
Operating Data:
Procedures		169,052			185,225			188,197			191,595		734,069
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	8,727		$	10,011		$	9,150		$	8,439	$	36,327
Add: income tax expense		5,626			6,456			5,898			5,442		23,422
Add: interest expense, net		826			913			1,098			1,290		4,127
Add: depreciation and amortization		3,540			3,726			3,950			4,009		15,225
EBITDA	$	18,719		$	21,106		$	20,096		$	19,180	$	79,101

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