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): February 19, 2008 (February 19, 2008)

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 February 19, 2008, AmSurg Corp. issued a press release, the text of which is set forth as Exhibit 99.

Item 7.01. Regulation FD Disclosure

     On February 19, 2008, 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 February 19, 2008

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: February 19, 2008

3

INDEX TO EXHIBITS

Exhibit
Number	Description
99	Press release dated February 19, 2008

4

EX-99

Exhibit 99

Press Release

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

AMSURG REPORTS FOURTH-QUARTER NET EARNINGS FROM CONTINUING OPERATIONS OF $0.37 PER DILUTED SHARE ON 24% GROWTH IN REVENUES
                    
ADDS 8 NEW CENTERS FOR THE QUARTER AND 24 FOR THE YEAR

NASHVILLE, Tenn. — (February 19, 2008) — Christopher A. Holden, President and Chief Executive Officer of AmSurg Corp. (NASDAQ: AMSG), today announced financial results for the fourth quarter and year ended December 31, 2007. Revenues increased 24% for the quarter to a record $144,455,000 from $116,843,000 for the fourth quarter of 2006. Net earnings from continuing operations increased 20% to $11,735,000 for the latest quarter from $9,770,000 for the fourth quarter of 2006, while net earnings from continuing operations per diluted share grew 16% to $0.37 from $0.32.

     Full-year 2007 revenues were a record $531,085,000, a 16% increase from $455,869,000 for 2006. Net earnings from continuing operations increased 16% to $43,551,000 from $37,387,000. Net earnings from continuing operations per diluted share rose 14% to $1.40 for 2007, which included a negative $0.03 impact from the effect of the Medicare Deficit Reduction Act of 2005, compared with $1.23 for 2006.

     Mr. Holden remarked, “AmSurg produced a strong performance for the fourth-quarter of 2007, with solid fundamental growth in same-facility revenue and a greater-than-anticipated number of new centers. We added eight new centers during the fourth quarter, including six acquisitions and the opening of two de novo centers. These centers drove total new centers for the year to 24, a record performance. Of the eight fourth-quarter centers, five are GI centers and three are multi-specialty. We also disposed of two centers during the fourth quarter. As a result, continuing centers in operation increased to 176 at the end of 2007 from 152 at the same time in 2006. We also completed 2007 with two centers under development, one center awaiting certificate of need certification and four centers under letter of intent. Further, we began 2008 with the completion of two additional GI-center acquisitions effective on the first day of the year.

     “Our revenue growth for the fourth quarter also reflected a 7% increase in same-center revenue. Contributing to this growth, the fourth quarter of 2007 had an additional day compared with the fourth quarter of 2006. In addition, during 2007, we and three of our physician partnerships opened second centers that expand the partnerships’ markets while also serving patients previously served by our original centers. These factors accounted for approximately two percentage points of our same-center revenue growth for the fourth quarter.

     “AmSurg’s operations continued to produce substantial cash flow, totaling $22,808,000 for the fourth quarter, or 1.9 times net earnings from continuing operations, and $79,371,000 for the full-year, or 1.8 times net earnings from continuing operations. This cash flow enabled us to maintain our solid financial position, which included $29,953,000 in cash and cash equivalents at year end and a ratio of long-term debt to total capitalization of 35%. With continued strong cash

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February 19, 2008

flow from operations and the expansion of our revolving credit facility to $300 million during the fourth quarter of 2007, we are well positioned to fund our center development plans for 2008.”

Based on AmSurg’s financial performance for the fourth-quarter and full-year 2007, as well as its outlook for 2008, the Company today established guidance for 2008 and for the first quarter of the year as follows:

• Revenues in a range of $600 million to $620 million for 2008.

• Same-center revenue growth of 3% to 4% for the full year, which includes a negative impact of one percentage point from the effect of the Medicare rule revising the payment system for ASCs, which was effective January 1, 2008.

• The addition of 12 to 15 centers for the year, including the opening of one de novo center.

• An effective income tax rate for the year of 39.6%, incorporating the impact of FIN No. 48.

• Net earnings per diluted share for 2008 in a range of $1.53 to $1.55, including a negative $0.05 impact from the effect of the revised Medicare payment system.

• Net earnings per diluted share for the first quarter of 2008 in a range of $0.36 to $0.37 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, “To support our short and long-term growth, while strengthening our position of industry leadership, we have launched a number of wide-ranging initiatives that seek to leverage and enhance our market position, our physician partnerships and our organizational strengths. Among these is a more aggressive approach to center development that goes beyond our traditional primary focus on single-practice, single-specialty centers to include multi-specialty centers, as well as multi-center chains and center networks.

     “In addition, we are very focused on building our brand equity among physicians. Our goal is to continue to build on our reputation as a strategic partner of choice for physicians contemplating or currently involved with an ASC. We see opportunities on several fronts including development of a more robust web-based marketing approach; deployment of a fully integrated information system solution; expansion of R&D to identify and evaluate new technologies, devices and procedures that leverage existing center infrastructure; strengthening of our ability to assist in physician recruitment; and enhancement of our clinical quality data mining efforts. We can significantly increase the value we bring to each partnership by mining our experience across our entire center network to improve best practices, drive same-center volume and increase efficiency.

“We are also focused on improving our organizational efficiency and business operations. We have implemented a new organizational structure to drive greater realization of benefits from our scale in disciplines such as contracting, materials management, clinical services and other

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February 19, 2008

business operations. Complementing this initiative, we are significantly intensifying our organizational performance management to drive new levels of communication, performance and accountability, as well as employee engagement and satisfaction.

     “In closing, the potential of these initiatives to effect positive and sustainable change is based on the organizational strength of our Company today, its outstanding market position and reputation for quality and integrity and the commitment and skill of its people.”

     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 May 19, 2008.

     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 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. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. At December 31, 2007, AmSurg owned a majority interest in 176 continuing centers in operation and had two centers under development.

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AMSG Reports Fourth-Quarter Results
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February 19, 2008

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

	For the Three Months						For the Year
	Ended December 31,						Ended December 31,
	2007			2006			2007			2006
Statement of Earnings Data:
Revenues	$	144,455		$	116,843		$	531,085		$	455,869
Operating expenses:
Salaries and benefits		41,673			34,503			155,638			135,521
Supply cost		16,851			13,677			61,081			52,445
Other operating expenses		30,128			23,982			108,808			90,066
Depreciation and amortization		5,349			4,525			19,493			17,051
Total operating expenses		94,001			76,687			345,020			295,083
Operating income		50,454			40,156			186,065			160,786
Minority interest		28,144			22,445			105,003			92,001
Interest expense, net		2,895			2,013			9,777			7,665
Earnings from continuing operations before income taxes		19,415			15,698			71,285			61,120
Income tax expense		7,680			5,928			27,734			23,733
Net earnings from continuing operations		11,735			9,770			43,551			37,387
Discontinued operations:
Earnings from operations of discontinued interests in surgery centers, net of income tax (benefit) expense		93			185			294			815
Gain (loss) on disposal of discontinued interests in surgery centers, net of income tax expense (benefit)		888			(407	)		330			(463	)
Net earnings (loss) from discontinued operations		981			(222	)		624			352
Net earnings	$	12,716		$	9,548		$	44,175		$	37,739
Basic earnings per common share:
Net earnings from continuing operations	$	0.38		$	0.33		$	1.42		$	1.25
Net earnings	$	0.41		$	0.32		$	1.44		$	1.27
Diluted earnings per common share:
Net earnings from continuing operations	$	0.37		$	0.32		$	1.40		$	1.23
Net earnings	$	0.40		$	0.31		$	1.42		$	1.24
Weighted average number of shares and share equivalents (000’s):
Basic		31,110			29,924			30,619			29,822
Diluted		31,644			30,477			31,102			30,398
Operating Data:
Continuing centers in operation at end of period		176			152			176			152
Centers under development/not opened at end of period		2			5			2			5
Development centers awaiting CON approval at end of period		1			—			1			—
Centers under letter of intent		4			10			4			10
Average number of centers in operation		173			151			164			146
Average revenue per center	$	835		$	775		$	3,231		$	3,121
Same center revenues increase		7	%		3	%		4	%		5	%
Procedures performed during the period		264,713			212,607			980,858			838,514
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	11,735		$	9,770		$	43,551		$	37,387
Add: income tax expense		7,680			5,928			27,734			23,733
Add: interest expense, net		2,895			2,013			9,777			7,665
Add: depreciation and amortization		5,349			4,525			19,493			17,051
EBITDA	$	27,659		$	22,236		$	100,555		$	85,836

(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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February 19, 2008

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

	Dec. 31,			Dec. 31,
Balance Sheet Data:	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	29,953		$	20,083
Accounts receivable, net of allowance of $8,310 and $6,628 respectively		61,284			51,546
Supplies inventory		6,882			6,183
Deferred income taxes		1,354			915
Prepaid and other current assets		18,509			15,276
Total current assets		117,982			94,003
Long-term receivables and deposits		1,653			4,091
Property and equipment, net		104,874			89,175
Intangible assets, net		557,125			402,763
Total assets	$	781,634		$	590,032
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	5,781		$	3,367
Accounts payable		12,703			11,098
Accrued salaries and benefits		12,415			11,534
Other accrued liabilities		2,291			1,413
Current income taxes payable		1,000			—
Total current liabilities		34,190			27,412
Long-term debt		216,822			123,948
Deferred income taxes		41,990			39,350
Other long-term liabilities		15,401			3,873
Minority interest		62,006			52,341
Shareholders’ equity:
Common stock, no par value 70,000,000 shares authorized, 31,202,629 and 29,933,932 shares outstanding, respectively		172,536			143,077
Accumulated other comprehensive loss, net of income taxes		(1,437	)		(470	)
Retained earnings		240,126			200,501
Total shareholders’ equity		411,225			343,108
Total liabilities and shareholders’ equity	$	781,634		$	590,032

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February 19 ,2008

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

	For the Three Months						For the Year
	Ended December 31,						Ended December 31,
Statement of Cash Flow Data:	2007			2006			2007			2006
Cash flows from operating activities:
Net earnings	$	12,716		$	9,548		$	44,175		$	37,739
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Minority interest		27,711			22,445			105,003			92,001
Distributions to minority partners		(28,240	)		(23,875	)		(103,545	)		(90,668	)
Depreciation and amortization		5,207			4,525			19,493			17,051
Net (gain) loss on sale and impairment of long-lived assets		(794	)		1			724			92
Share-based compensation		1,236			1,517			4,560			7,030
Excess tax benefit from share-based compensation		(513	)		(18	)		(3,322	)		(1,070	)
Deferred income taxes		1,883			2,075			8,063			5,918
Decrease (increase) in cash and cash equivalents, net of effects of acquisition and dispositions, due to changes in:
Accounts receivable, net		2,298			1,572			(2,300	)		(1,939	)
Supplies inventory		(176	)		(183	)		47			(391	)
Prepaid and other current assets		(4,176	)		(1,039	)		(2,958	)		(383	)
Accounts payable		1,303			2,340			962			1,382
Accrued expenses and other liabilities		3,730			(1,555	)		8,128			4,040
Other, net		623			471			341			1,219
Net cash flows provided by operating activities		22,808			17,824			79,371			72,021
Cash flows from investing activities:
Acquisition of interest in surgery centers		(78,008	)		(7,218	)		(162,777	)		(57,029	)
Acquisition of property and equipment		(8,107	)		(4,865	)		(24,640	)		(18,468	)
Proceeds from sale of surgery center		3,548			479			5,433			1,076
Decrease in long-term receivables		698			684			2,616			2,627
Net cash flows used in investing activities		(81,869	)		(10,920	)		(179,368	)		(71,794	)
Cash flows form financing activities:
Proceeds from long-term borrowings		87,052			12,679			178,316			98,855
Repayment on long-term borrowings		(22,815	)		(21,104	)		(89,712	)		(103,370	)
Proceeds from issuance of common stock upon exercise of stock options		4,209			258			17,661			3,048
Proceeds from capital contributions by minority partners		326			38			480			177
Excess tax benefit from share-based compensation		513			18			3,322			1,070
Financing cost incurred		(193	)		(21	)		(200	)		(420	)
Net cash flows provided (use) by financing activities		69,092			(8,132	)		109,867			(640	)
Net increase (decrease) in cash and cash equivalents		10,031			(1,228	)		9,870			(413	)
Cash and cash equivalents, beginning of period		19,922			21,311			20,083			20,496
Cash and cash equivalents, end of period	$	29,953		$	20,083		$	29,953		$	20,083

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February 19, 2008

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 Nine
	For the Three Months Ended							Months Ended
	March 31,		June 30,		Sept. 30,			Sept. 30,
Statement of Earnings Data:	2007		2007		2007			2007
Revenues	$	125,545	$	130,145	$	130,940		$	386,630
Operating expenses:
Salaries and benefits		37,782		37,597		38,586			113,965
Supply cost		14,172		14,780		15,278			44,230
Other operating expenses		24,556		27,614		26,510			78,680
Depreciation and amortization		4,632		4,681		4,831			14,144
Total operating expenses		81,142		84,672		85,205			251,019
Operating income		44,403		45,473		45,735			135,611
Minority interest		25,166		25,834		25,859			76,859
Interest expense, net		2,480		2,192		2,210			6,882
Earnings from continuing operations before income taxes		16,757		17,447		17,666			51,870
Income tax expense		6,659		6,537		6,858			20,054
Net earnings from continuing operations		10,098		10,910		10,808			31,816
Discontinued operations:
Earnings from operations of discontinued interests in surgery centers, net of income tax expense		179		135		(113	)		201
Gain on disposal of discontinued interests in surgery centers, net of income tax expense		—		147		(705	)		(558	)
Net earnings from discontinued operations		179		282		(818	)		(357	)
Net earnings	$	10,277	$	11,192	$	9,990		$	31,459
Basic earnings per common share:
Net earnings from continuing operations	$	0.34	$	0.36	$	0.35		$	1.04
Net earnings	$	0.34	$	0.37	$	0.32		$	1.03
Diluted earnings per common share:
Net earnings from continuing operations	$	0.33	$	0.35	$	0.35		$	1.03
Net earnings	$	0.34	$	0.36	$	0.32		$	1.02
Weighted average number of shares and share equivalents (000’s):
Basic		30,046		30,541		30,778			30,455
Diluted		30,505		31,085		31,175			30,922
Operating Data:
Procedures		231,324		239,807		245,014			716,145
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	10,098	$	10,910	$	10,808		$	31,816
Add: income tax expense		6,659		6,537		6,858			20,054
Add: interest expense, net		2,480		2,192		2,210			6,882
Add: depreciation and amortization		4,632		4,681		4,831			14,144
EBITDA	$	23,869	$	24,320	$	24,707		$	72,896

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February 19, 2008

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	$	110,320	$	116,545	$	112,161		$	116,843		$	455,869
Operating expenses:
Salaries and benefits		33,914		33,792		33,312			34,503			135,521
Supply cost		12,313		13,708		12,747			13,677			52,445
Other operating expenses		21,024		22,308		22,752			23,982			90,066
Depreciation and amortization		4,053		4,224		4,249			4,525			17,051
Total operating expenses		71,304		74,032		73,060			76,687			295,083
Operating income		39,016		42,513		39,101			40,156			160,786
Minority interest		23,357		24,251		21,948			22,445			92,001
Interest expense, net		1,694		2,040		1,918			2,013			7,665
Earnings from continuing operations before income taxes		13,965		16,222		15,235			15,698			61,120
Income tax expense		5,474		6,359		5,972			5,928			23,733
Net earnings from continuing operations		8,491		9,863		9,263			9,770			37,387
Discontinued operations:
Earnings (loss) from operations of discontinued interest in surgery centers, net of income taxes		234		241		155			185			815
Loss on disposal of discontinued interests in surgery centers, net of income tax benefit		—		—		(56	)		(407	)		(463	)
Net earnings (loss) from discontinued operations		234		241		99			(222	)		352
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		$	1.25
Net earnings	$	0.29	$	0.34	$	0.31		$	0.32		$	1.27
Diluted earnings per common share:
Net earnings from continuing operations	$	0.28	$	0.32	$	0.30		$	0.32		$	1.23
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		207,669		213,272		204,966			212,607			838,514
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	8,491	$	9,863	$	9,263		$	9,770		$	37,387
Add: income tax expense		5,474		6,359		5,972			5,928			23,733
Add: interest expense, net		1,694		2,040		1,918			2,013			7,665
Add: depreciation and amortization		4,053		4,224		4,249			4,525			17,051
EBITDA	$	19,712	$	22,486	$	21,402		$	22,236		$	85,836

- END -