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 23, 2007 (October 23, 2007)

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee
(State or Other Jurisdiction of
Incorporation) 000-22217
(Commission
File Number) 62-1493316
(I.R.S. Employer
Identification No.)

20 Burton Hills Boulevard
Nashville, Tennessee
(Address of Principal Executive Offices) 37215
(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))

Item 2.02. Results of Operations and Financial Condition

     On October 23, 2007, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.

Item 7.01. Regulation FD Disclosure

     On October 23, 2007, 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 23, 2007

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 23, 2007

3

INDEX TO EXHIBITS

Exhibit
Number		Description
	99	Press release dated October 23, 2007

4

EX-99

Exhibit 99

Press Release

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

AMSURG EARNS $0.35 PER DILUTED SHARE FOR THIRD-QUARTER 2007 ON
5% INCREASE IN SAME-CENTER REVENUES

ADDS 19 NEW CENTERS YEAR-TO-DATE

NASHVILLE, Tenn. — (October 23, 2007) — Christopher A. Holden, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced financial results for the third quarter and nine months ended September 30, 2007. Revenues for the quarter increased 16% to $132,103,000 from $113,546,000 for the third quarter of 2006. Net earnings from continuing operations rose 16% to $10,899,000 from $9,384,000. Net earnings from continuing operations per diluted share for the third quarter of 2007 were $0.35, a 13% increase from $0.31 for the third quarter of 2006.

     Revenues for the first nine months of 2007 were $390,198,000, up 14% from $343,260,000 for the comparable period in 2006. Net earnings from continuing operations increased 15% to $32,090,000 from $27,972,000. Net earnings from continuing operations per diluted share were $1.04 for the first nine months of 2007, an increase of 13% from $0.92 for the first nine months of 2006.

     Commenting on the announcement, Mr. Holden said, “AmSurg produced an improved performance for the third-quarter compared to the first half of 2007, highlighted by same-center revenue growth of 5% and completion of six acquisitions during the quarter. Our 19% growth in procedures for the third quarter versus the third quarter of 2006 was driven primarily by the increase in centers in operation to 170 at the quarter’s end, which included the closing of one underperforming facility, from 151 at the same time in 2006. At the quarter’s end, we had four centers under development, one of which is expected to open in the fourth quarter of 2007, and three acquisition centers under letter of intent. Thus far in the fourth quarter, we have completed the acquisition of three additional centers, including two that were under letter of intent at the end of the third quarter, for a total of 19 additional centers thus far in 2007. Due to the strong performance of our development team, we are increasing the range of expected new centers for 2007 by two to 20 to 22, which also enables us to raise the lower end of our range for revenue guidance for 2007 by $10 million to $520 million.

     “We are pleased with the substantial cash flow from operations the Company has continued to produce, which, at $23.1 million for the latest quarter, was 2.1 times the quarter’s net income. As a result, we have maintained a solid and flexible financial position with cash and equivalents of $19.9 million at the end of the third quarter and long-term debt to total capitalization of 28%. In addition, our ratio of long-term debt to trailing twelve months EBITDA was 1.6 times at the end of the third quarter.”

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AMSG Reports Third-Quarter Results
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October 23, 2007

     Based on AmSurg’s financial performance for the third quarter and first nine months of 2007, as well as its outlook for the fourth quarter, the Company today updated its established guidance for full-year 2007 and provided guidance for the fourth quarter of the year as follows:

• Revenues in a range of $520 million to $530 million for 2007.

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

• The addition of 20 to 22 centers for the year.

• Net earnings from continuing operations per diluted share for 2007 in a range of $1.40 to $1.42 per diluted share, including a negative $0.03 impact from the effect of the Medicare Deficit Reduction Act of 2005.

• Net earnings per diluted share for the fourth quarter of 2007 in a range of $0.36 to $0.38 per diluted share.

     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.

     Mr. Holden added, “Much of my time during these first few weeks at AmSurg has been spent listening to team members, physicians and other stakeholders about the strengths and opportunities for AmSurg as we go forward. I consistently hear about high standards for talent and integrity within our team, which, thanks to them, has earned AmSurg an industry-wide reputation for being a trusted and consistent operator of surgery centers. Over time, our reputation has generated a predictable and generous supply of successful acquisitions and developments evidenced by our sector-leading track record for expansion. The strength of our balance sheet, coupled with a healthy pipeline of prospects, supports my confidence about our strong position in today’s acquisition market. Our opportunities flow from our ability to apply our culture and scale to drive same-center growth, improve efficiency and pollinate best practices across our 170 centers. It is an exciting time in the evolution of our company. I am pleased to be one of the newest members of the AmSurg family. We at AmSurg are prepared for the challenges ahead; we appreciate the privilege of serving our patients and physicians; and we look forward to creating increased value for our shareholders.”

     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 October 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, 2006, and other filings with the

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AMSG Reports Third-Quarter Results
Page 3
October 23, 2007

Securities and Exchange Commission, including the following risks: changes in the reimbursement system for outpatient surgical procedures under the Medicare program; the risk that payments from third-party payors, including government healthcare programs, may decrease or not increase as the Company’s costs increase; the Company’s ability to maintain favorable relations with its physician partners; the Company’s ability to acquire and develop additional surgery centers on favorable terms; the Company’s ability to grow revenues at its existing centers; the Company’s ability to manage the growth in its business; the Company’s ability to obtain sufficient capital resources to complete acquisitions and develop new surgery centers; the Company’s ability to compete for physician partners, managed care contracts, patients and strategic relationships; risks associated with weather and other factors that may affect the Company’s surgery centers located in Florida; the Company’s failure to comply with applicable laws and regulations; the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect the Company; the risk of becoming subject to federal and state investigation; the risk of regulatory changes that may obligate the Company to buy out interests of physicians who are minority owners of its surgery centers; risks associated with the Company’s status as a general partner of limited partnerships; the Company’s legal responsibility to minority owners of its surgery centers, which may conflict with its interests and prevent it from acting solely in its best interests; risks associated with the write-off of the impaired portion of intangible assets; and risks associated with the 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, 2007, AmSurg owned a majority interest in 170 continuing centers in operation and had four centers under development.

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AMSG Reports Third-Quarter Results
Page 4
October 23, 2007

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,
Statement of Earnings Data:	2007			2006			2007			2006
Revenues	$	132,103		$	113,546		$	390,198		$	343,260
Operating expenses:
Salaries and benefits		38,988			33,757			115,169			102,288
Supply cost		15,514			13,004			44,970			39,631
Other operating expenses		26,694			22,987			79,262			66,850
Depreciation and amortization		4,874			4,303			14,286			12,698
Total operating expenses		86,070			74,051			253,687			221,467
Operating income		46,033			39,495			136,511			121,793
Minority interest		26,003			22,137			77,292			70,117
Interest expense, net		2,215			1,924			6,899			5,669
Earnings from continuing operations before income taxes		17,815			15,434			52,320			46,007
Income tax expense		6,916			6,050			20,230			18,035
Net earnings from continuing operations		10,899			9,384			32,090			27,972
Discontinued operations:
(Loss) earnings from operations of discontinued interests in surgery centers, net of income tax (benefit) expense		(204	)		34			(73	)		275
Loss on disposal of discontinued interests in surgery centers, net of income tax benefit		(705	)		(56	)		(558	)		(56	)
Net (loss) earnings from discontinued operations		(909	)		(22	)		(631	)		219
Net earnings	$	9,990		$	9,362		$	31,459		$	28,191
Basic earnings per common share:
Net earnings from continuing operations	$	0.35		$	0.31		$	1.05		$	0.94
Net earnings	$	0.32		$	0.31		$	1.03		$	0.95
Diluted earnings per common share:
Net earnings from continuing operations	$	0.35		$	0.31		$	1.04		$	0.92
Net earnings	$	0.32		$	0.31		$	1.02		$	0.93
Weighted average number of shares and share equivalents (000’s):
Basic		30,778			29,875			30,455			29,787
Diluted		31,175			30,423			30,922			30,371
Operating Data:
Continuing centers in operation at end of period		170			151			170			151
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			3			3			3
Average number of centers in operation		167			148			164			147
Average revenue per center	$	791		$	766		$	2,387		$	2,343
Same center revenues increase		5	%		4	%		4	%		5	%
Procedures performed during the period		246,939			207,108			721,953			632,400
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	10,899		$	9,384		$	32,090		$	27,972
Add: income tax expense		6,916			6,050			20,230			18,035
Add: interest expense, net		2,215			1,924			6,899			5,669
Add: depreciation and amortization		4,874			4,303			14,286			12,698
EBITDA	$	24,904		$	21,661		$	73,505		$	64,374

(1) EBITDA is defined as earnings before interest, income taxes and depreciation and amortization. EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA is an analytical indicator used by management and the health care industry to evaluate company performance, allocate resources and measure leverage and debt service capacity. EBITDA should not be considered in isolation or as an alternative 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 is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, 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 as defined.

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AMSG Reports Third-Quarter Results
Page 5
October 23, 2007

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

	Sept. 30,			Dec. 31,
Balance Sheet Data:	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	19,922		$	20,083
Accounts receivable, net of allowance of $7,429 and $6,628 respectively		60,415			51,546
Supplies inventory		6,248			6,183
Deferred income taxes		1,468			915
Prepaid and other current assets		16,745			15,276
Total current assets		104,798			94,003
Long-term receivables and deposits		2,763			4,091
Property and equipment, net		96,138			89,175
Intangible assets, net		483,597			402,763
Total assets	$	687,296		$	590,032
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	4,139		$	3,367
Accounts payable		10,876			11,098
Accrued salaries and benefits		13,780			11,534
Other accrued liabilities		2,736			1,413
Total current liabilities		31,531			27,412
Long-term debt		149,989			123,948
Deferred income taxes		41,205			39,350
Other long-term liabilities		12,812			3,873
Minority interest		58,523			52,341
Shareholders’ equity:
Common stock, no par value 70,000,000 shares authorized, 30,862,480 and 29,933,932 shares outstanding, respectively		164,136			143,077
Accumulated other comprehensive loss, net of income taxes		(752	)		(470	)
Retained earnings		229,852			200,501
Total shareholders’ equity		393,236			343,108
Total liabilities and shareholders’ equity	$	687,296		$	590,032

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AMSG Reports Third-Quarter Results
Page 6
October 23, 2007

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

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
Statement of Cash Flow Data:	2007			2006			2007			2006
Cash flows from operating activities:
Net earnings	$	9,990		$	9,362		$	31,459		$	28,191
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Minority interest		26,003			22,137			77,292			70,117
Distributions to minority partners		(25,953	)		(21,120	)		(75,305	)		(66,793	)
Share-based compensation		1,052			1,472			3,324			5,513
Depreciation and amortization		4,874			4,303			14,286			12,698
Deferred income taxes		2,770			1,542			6,180			3,843
Excess tax benefit from share-based compensation		(885	)		(118	)		(2,809	)		(1,052	)
Net loss on sale and impairment of long-lived assets		452			91			1,518			91
Decrease (increase) in cash and cash equivalents, net of effects of acquisition and dispositions, due to changes in:
Accounts receivable, net		(405	)		(267	)		(4,598	)		(3,511	)
Supplies inventory		15			23			223			(208	)
Prepaid and other current assets		591			234			1,218			656
Accounts payable		2,040			609			(341	)		(958	)
Accrued expenses and other liabilities		2,802			2,165			4,398			5,595
Other, net		(251	)		(148	)		(282	)		15
Net cash flows provided by operating activities		23,095			20,285			56,563			54,197
Cash flows from investing activities:
Acquisition of interest in surgery centers		(35,902	)		(24,141	)		(84,769	)		(49,811	)
Acquisition of property and equipment		(6,331	)		(3,447	)		(16,533	)		(13,603	)
Proceeds from sale of surgery center		226			597			1,885			597
Decrease in long-term receivables		847			849			1,918			1,943
Net cash flows used in investing activities		(41,160	)		(26,142	)		(97,499	)		(60,874	)
Cash flows form financing activities:
Proceeds from long-term borrowings		35,995			28,165			91,264			86,176
Repayment on long-term borrowings		(22,288	)		(19,509	)		(66,897	)		(82,266	)
Proceeds from issuance of common stock upon exercise of stock options		4,844			1,089			13,452			2,790
Proceeds from capital contributions by minority partners		122			25			154			139
Excess tax benefit from share-based compensation		885			118			2,809			1,052
Financing cost incurred		(1	)		(398	)		(7	)		(399	)
Net cash flows provided by financing activities		19,557			9,490			40,775			7,492
Net increase (decrease) in cash and cash equivalents		1,492			3,633			(161	)		815
Cash and cash equivalents, beginning of period		18,430			17,678			20,083			20,496
Cash and cash equivalents, end of period	$	19,922		$	21,311		$	19,922		$	21,311

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AMSG Reports Third-Quarter Results
Page 7
October 23, 2007

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 2007, which have been restated in order to include additional discontinued operations.

	For the Three				For the Six
	Months Ended				Months Ended
	March 31,		June 30,		June 30,
Statement of Earnings Data:	2007		2007		2007
Revenues	$	126,718	$	131,377	$	258,095
Operating expenses:
Salaries and benefits		38,205		37,976		76,181
Supply cost		14,440		15,016		29,456
Other operating expenses		24,731		27,837		52,568
Depreciation and amortization		4,681		4,731		9,412
Total operating expenses		82,057		85,560		167,617
Operating income		44,661		45,817		90,478
Minority interest		25,289		26,000		51,289
Interest expense, net		2,487		2,197		4,684
Earnings from continuing operations before income taxes		16,885		17,620		34,505
Income tax expense		6,709		6,605		13,314
Net earnings from continuing operations		10,176		11,015		21,191
Discontinued operations:
Earnings from operations of discontinued interests in surgery centers, net of income tax expense		101		30		131
Gain on disposal of discontinued interests in surgery centers, net of income tax expense		—		147		147
Net earnings from discontinued operations		101		177		278
Net earnings	$	10,277	$	11,192	$	21,469
Basic earnings per common share:
Net earnings from continuing operations	$	0.34	$	0.36	$	0.70
Net earnings	$	0.34	$	0.37	$	0.71
Diluted earnings per common share:
Net earnings from continuing operations	$	0.33	$	0.35	$	0.69
Net earnings	$	0.34	$	0.36	$	0.70
Weighted average number of shares and share equivalents (000’s):
Basic		30,046		30,541		30,294
Diluted		30,505		31,085		30,795
Operating Data:
Procedures		233,235		241,779		475,014
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	10,176	$	11,015	$	21,191
Add: income tax expense		6,709		6,605		13,314
Add: interest expense, net		2,487		2,197		4,684
Add: depreciation and amortization		4,681		4,731		9,412
EBITDA	$	24,053	$	24,548	$	48,601

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AMSG Reports Third-Quarter Results
Page 8
October 23, 2007

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

Presented below is certain statement of earnings and operating data for 2006, which have been restated in order to present additional discontinued operations.

											For the Year
	For the Three Months Ended										Ended
	March 31,		June 30,		Sept. 30,			Dec. 31,			Dec. 31,
Statement of Earnings Data:	2006		2006		2006			2006			2006
Revenues	$	111,675	$	118,039	$	113,546		$	118,105		$	461,365
Operating expenses:
Salaries and benefits		34,321		34,210		33,757			34,902			137,190
Supply cost		12,567		14,060		13,004			13,891			53,522
Other operating expenses		21,267		22,596		22,987			24,192			91,042
Depreciation and amortization		4,119		4,276		4,303			4,581			17,279
Total operating expenses		72,274		75,142		74,051			77,566			299,033
Operating income		39,401		42,897		39,495			40,539			162,332
Minority interest		23,544		24,436		22,137			22,630			92,747
Interest expense, net		1,699		2,046		1,924			2,019			7,688
Earnings from continuing operations before income taxes		14,158		16,415		15,434			15,890			61,897
Income tax expense		5,550		6,435		6,050			6,000			24,035
Net earnings from continuing operations		8,608		9,980		9,384			9,890			37,862
Discontinued operations:
Earnings (loss) from operations of discontinued interest in surgery centers, net of income taxes		117		124		36			(342	)		(65	)
Loss on disposal of discontinued interests in surgery centers, net of income tax benefit		—		—		(58	)		—			(58	)
Net earnings (loss) from discontinued operations		117		124		(22	)		(342	)		(123	)
Net earnings	$	8,725	$	10,104	$	9,362		$	9,548		$	37,739
Basic earnings per common share:
Net earnings from continuing operations	$	0.29	$	0.33	$	0.31		$	0.33		$	1.27
Net earnings	$	0.29	$	0.34	$	0.31		$	0.32		$	1.27
Diluted earnings per common share:
Net earnings from continuing operations	$	0.28	$	0.33	$	0.31		$	0.32		$	1.25
Net earnings	$	0.29	$	0.33	$	0.31		$	0.31		$	1.24
Weighted average number of shares and share equivalents (000’s):
Basic		29,693		29,794		29,875			29,924			29,822
Diluted		30,219		30,472		30,423			30,477			30,398
Operating Data:
Procedures		209,800		215,492		207,108			214,565			846,965
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	8,608	$	9,980	$	9,384		$	9,890		$	37,862
Add: income tax expense		5,550		6,435		6,050			6,000			24,035
Add: interest expense, net		1,699		2,046		1,924			2,019			7,688
Add: depreciation and amortization		4,119		4,276		4,303			4,581			17,279
EBITDA	$	19,976	$	22,737	$	21,661		$	22,490		$	86,864

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