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, 2008 (October 23, 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	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

Ex-99 Press release

Item 2.02. Results of Operations and Financial Condition

     On October 23, 2008, 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, 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 October 23, 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: October 23, 2008

3

INDEX TO EXHIBITS

Exhibit
Number	Description
99	Press release dated October 23, 2008

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 $0.39 PER DILUTED SHARE

COMPLETES QUARTER WITH 13 CENTERS UNDER LETTER OF INTENT

NASHVILLE, Tenn. — (October 23, 2008) — 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, 2008. Revenues increased 18% to $150,884,000 for the third quarter of 2008 from $127,801,000 for the third quarter of 2007. Net earnings from continuing operations were a record $12,583,000, an increase of 21% from $10,372,000. Net earnings from continuing operations per diluted share grew 18% to $0.39 for the third quarter of 2008 from $0.33 for the third quarter of 2007.

     Revenue rose 19% to $447,509,000 for the first nine months of 2008 from $376,829,000 for the first nine months of 2007. Net earnings from continuing operations were $36,650,000, up 21% from $30,399,000. Net earnings from continuing operations per diluted share increased 16% to $1.14 for the first nine months of 2008 from $0.98 for the first nine months of 2007.

     Mr. Holden said, “AmSurg produced substantial growth for the third quarter of 2008 and completed the quarter well positioned to achieve its guidance for 2008 in a challenging economic environment. The growth we generated for the third quarter included the negative impact on operations of hurricanes in Texas, Louisiana and Florida. As expected, we also continued to experience the impact of the Medicare rule revising the payment system for ASCs. These two factors were somewhat offset by the beneficial effect of an additional day in the latest quarter versus the third quarter of 2007.

     “Procedures for the third quarter of 2008 increased 17% compared with the third quarter last year, driven by the expansion of continuing centers in operation by 15 centers during the 12 months ended September 30, 2008, to 176 centers at the quarter’s end. In addition, procedure growth was the primary driver of 4% growth in same-center revenue for the third quarter of 2008 from the third quarter of 2007.

     “We are pleased with our significant center development activities, which produced 13 centers under letter of intent (LOI) at the quarter’s end, including 11 centers to be acquired and two centers to be developed. We also added three centers to continuing operations during the quarter, two of which were acquisitions, while the third center addition was the scheduled opening of a center under development. We completed the third quarter with three centers under development, having secured a certificate of need for a de novo center that was awaiting approval at the end of the second quarter. Two of these centers are scheduled to open in 2009.

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AMSG Reports Third-Quarter Results
Page 2
October 23, 2008

     “During the third quarter, we closed a center whose physician partners disbanded their practice. We also classified two small centers as held for sale, and we expect to complete these sales in the current quarter.

     “AmSurg’s financial position strengthened further during the third quarter. Our cash flow from operations funded virtually all our third-quarter capital expenditures for center acquisition, development and maintenance. Furthermore, we reduced long-term debt by $9.0 million during the quarter. As a result, the percentage of long-term debt to total capital improved to 30% at the quarter’s end from 32% at the end of the second quarter, and the ratio of long-term debt to trailing 12 months EBITDA improved to 1.8 from 1.9.

     “Our balance-sheet strength positions AmSurg to fund anticipated capital expenditures despite the challenging credit and economic environment. Due to substantial cash flow from operations, we expect to purchase the centers under LOI without significantly affecting our leverage ratios. In addition, we have approximately $125 million in availability under our revolving credit facility.”

     Based on AmSurg’s financial performance for the first nine months of 2008, as well as its outlook for the remainder of the year, the Company today affirmed its established guidance for 2008 and provided its guidance for the fourth 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 17 new centers for the year.

• An estimated effective income tax rate for the year of 39.8%.

• Net earnings from continuing operations 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 from continuing operations per diluted share for the fourth quarter of 2008 in a range of $0.39 to $0.41 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 concluded, “Our confidence in our guidance for 2008 is based on the consistency of our operations, our potential center acquisitions under LOI and in the pipeline, and our strong financial position. We also continue our longer-term initiatives to improve our business model and enhance the value proposition we provide our physician partners. In the current environment, these initiatives take on added importance because of our ability to use best practices, technology and scale to assist physician partners eager to improve efficiency and revenue opportunities. We are committed to strengthening our ability to remain the partner of choice for our physician partners, and thereby our ability to achieve our long-term growth objectives.”

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AMSG Reports Third-Quarter Results
Page 3
October 23, 2008

     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 21, 2009.

     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, 2007, and other filings with the Securities and Exchange Commission, including the following risks: 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 by increasing procedure volume while maintaining its operating margins and profitability 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; uncertainties associated with judicial, regulatory and legislative developments in New Jersey; 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 September 30, 2008, AmSurg owned a majority interest in 176 continuing centers in operation and had three centers under development.

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AMSG Reports Third-Quarter Results
Page 4
October 23, 2008

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,
	2008			2007			2008			2007
Statement of Earnings Data:
Revenues	$	150,884		$	127,801		$	447,509		$	376,829
Operating expenses:
Salaries and benefits		44,271			37,749			130,298			111,427
Supply cost		17,370			14,982			51,990			43,345
Other operating expenses		31,429			25,910			92,035			76,784
Depreciation and amortization		5,266			4,642			15,614			13,592
Total operating expenses		98,336			83,283			289,937			245,148
Operating income		52,548			44,518			157,572			131,681
Minority interest		29,794			25,411			89,427			75,426
Interest expense, net		2,331			2,158			7,626			6,716
Earnings from continuing operations before income taxes		20,423			16,949			60,519			49,539
Income tax expense		7,840			6,577			23,869			19,140
Net earnings from continuing operations		12,583			10,372			36,650			30,399
Discontinued operations:
(Loss) earnings from operations of discontinued interests in surgery centers, net of income tax expense		(68	)		323			4			1,618
(Loss) gain on disposal of discontinued interests in surgery centers, net of income tax (benefit) expense		(131	)		(705	)		(1,320	)		(558	)
Net (loss) earnings from discontinued operations		(199	)		(382	)		(1,316	)		1,060
Net earnings	$	12,384		$	9,990		$	35,334		$	31,459
Basic earnings per common share:
Net earnings from continuing operations	$	0.40		$	0.34		$	1.16		$	1.00
Net earnings	$	0.39		$	0.32		$	1.12		$	1.03
Diluted earnings per common share:
Net earnings from continuing operations	$	0.39		$	0.33		$	1.14		$	0.98
Net earnings	$	0.38		$	0.32		$	1.10		$	1.02
Weighted average number of shares and share equivalents (000’s):
Basic		31,719			30,778			31,499			30,455
Diluted		32,303			31,175			32,018			30,922
Operating Data:
Continuing centers in operation at end of period		176			161			176			161
New centers added during the period		3			6			7			16
Centers under development/not opened at end of period		3			4			3			4
Development centers awaiting CON approval at end of period		—			—			—			—
Centers under letter of intent		13			3			13			3
Average number of centers in operation		174			158			172			155
Average revenue per center	$	866		$	808		$	2,595		$	2,439
Same center revenues increase		4	%		5	%		4	%		4	%
Procedures performed during the period		280,158			238,475			827,328			695,648
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	12,583		$	10,372		$	36,650		$	30,399
Add: income tax expense		7,840			6,577			23,869			19,140
Add: interest expense, net		2,331			2,158			7,626			6,716
Add: depreciation and amortization		5,266			4,642			15,614			13,592
EBITDA	$	28,020		$	23,749		$	83,759		$	69,847

(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, 2008

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

	September 30,			Dec. 31,
Balance Sheet Data:	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	25,857		$	29,953
Accounts receivable, net of allowance of $10,017 and $8,310 respectively		66,391			61,284
Supplies inventory		7,399			6,882
Deferred income taxes		2,514			1,354
Prepaid and other current assets		16,546			18,509
Current assets held for sale		132			—
Total current assets		118,839			117,982
Long-term receivables and deposits		87			1,653
Property and equipment, net		102,204			104,874
Intangible assets, net		598,168			557,125
Long-term assets held for sale		981			—
Total assets	$	820,279		$	781,634
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	5,162		$	5,781
Accounts payable		11,211			12,703
Accrued salaries and benefits		15,297			12,415
Other accrued liabilities		3,066			2,291
Current income taxes payable		—			1,000
Current liabilities held for sale		165			—
Total current liabilities		34,901			34,190
Long-term debt		189,654			216,822
Deferred income taxes		53,575			41,990
Other long-term liabilities		15,867			15,401
Minority interest		64,766			62,006
Shareholders’ equity:
Common stock, no par value 70,000,000 shares authorized, 31,857,643 and 31,202,629 shares outstanding, respectively		189,459			172,536
Deferred compensation		(5,887	)		(3,916	)
Retained earnings		279,376			244,042
Accumulated other comprehensive loss, net of income taxes		(1,432	)		(1,437	)
Total shareholders’ equity		461,516			411,225
Total liabilities and shareholders’ equity	$	820,279		$	781,634

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AMSG Reports Third-Quarter Results
Page 6
October 23, 2008

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:	2008			2007			2008			2007
Cash flows from operating activities:
Net earnings	$	12,384		$	9,990		$	35,334		$	31,459
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Minority interest		29,794			25,411			89,427			75,426
Distributions to minority partners		(32,136	)		(25,953	)		(88,993	)		(75,305	)
Depreciation and amortization		5,266			4,642			15,614			13,592
Net loss on sale and impairment of long-lived assets		215			452			1,076			1,518
Share-based compensation		1,293			1,052			3,701			3,324
Excess tax benefit from share-based compensation		(838	)		(885	)		(1,316	)		(2,809	)
Deferred income taxes		4,258			2,770			10,190			6,180
Increase (decrease) in cash and cash equivalents, net of effects of acquisition and dispositions, due to changes in:
Accounts receivable, net		(164	)		(405	)		(3,063	)		(4,598	)
Supplies inventory		190			15			16			223
Prepaid and other current assets		872			591			1,972			1,218
Accounts payable		38			2,040			(1,765	)		(341	)
Accrued expenses and other liabilities		2,228			2,802			2,416			4,398
Other, net		(36	)		573			573			2,278
Net cash flows provided by operating activities		23,364			23,095			65,182			56,563
Cash flows from investing activities:
Acquisition of interest in surgery centers		(19,213	)		(35,902	)		(42,810	)		(84,769	)
Acquisition of property and equipment		(4,127	)		(6,331	)		(13,565	)		(16,533	)
Proceeds from sale of surgery center		3,753			226			3,753			1,885
Decrease in long-term receivables		209			847			1,459			1,918
Net cash flows used in investing activities		(19,378	)		(41,160	)		(51,163	)		(97,499	)
Cash flows form financing activities:
Proceeds from long-term borrowings		22,615			35,995			57,771			91,264
Repayment on long-term borrowings		(32,824	)		(22,288	)		(87,653	)		(66,897	)
Proceeds from issuance of common stock upon exercise of stock options		6,946			4,844			9,935			13,452
Proceeds from capital contributions by minority partners		—			122			548			154
Excess tax benefit from share-based compensation		838			885			1,316			2,809
Financing cost incurred		(23	)		(1	)		(32	)		(7	)
Net cash flows (used in) provided by financing activities		(2,448	)		19,557			(18,115	)		40,775
Net increase (decrease) in cash and cash equivalents		1,538			1,492			(4,096	)		(161	)
Cash and cash equivalents, beginning of period		24,319			18,430			29,953			20,083
Cash and cash equivalents, end of period	$	25,857		$	19,922		$	25,857		$	19,922

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AMSG Reports Third-Quarter Results
Page 7
October 23, 2008

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

Presented below is certain statement of earnings and operating data for the first two quarters of 2008 and fiscal year 2007, which have been restated in order to present additional discontinued operations.

															Year
	Three Months Ended					Three Months Ended									Ended
	March 31,		June 30,			March 31,		June 30,		Sept. 30,			Dec. 31,		Dec. 31,
	2008		2008			2007		2007		2007			2007		2007
Statement of Earnings Data:
Revenues	$	145,729	$	150,896		$	122,192	$	126,836	$	127,801		$	141,482	$	518,311
Operating expenses:
Salaries and benefits		42,442		43,585			36,911		36,767		37,749			40,905		152,332
Supply cost		16,917		17,703			13,877		14,486		14,982			16,585		59,930
Other operating expenses		30,141		30,465			23,919		26,955		25,910			29,439		106,223
Depreciation and amortization		5,135		5,213			4,452		4,498		4,642			5,163		18,755
Total operating expenses		94,635		96,966			79,159		82,706		83,283			92,092		337,240
Operating income		51,094		53,930			43,033		44,130		44,518			49,390		181,071
Minority interest		28,911		30,722			24,689		25,326		25,411			27,727		103,153
Interest expense, net		2,792		2,503			2,422		2,136		2,158			2,852		9,568
Earnings from continuing operations before income taxes		19,391		20,705			15,922		16,668		16,949			18,811		68,350
Income tax expense		7,772		8,257			6,331		6,232		6,577			7,444		26,584
Net earnings from continuing operations		11,619		12,448			9,591		10,436		10,372			11,367		41,766
Discontinued operations:
Earnings (loss) from operations of discontinued interest in surgery centers, net of income taxes		87		(15	)		686		609		323			461		2,079
(Loss) gain on disposal of discontinued interest in surgery centers, net of income taxes		—		(1,189	)		—		147		(705	)		888		330
Net earnings (loss) from discontinued operations		87		(1,204	)		686		756		(382	)		1,349		2,409
Net earnings	$	11,706	$	11,244		$	10,277	$	11,192	$	9,990		$	12,716	$	44,175
Basic earnings per common share:
Net earnings from continuing operations	$	0.37	$	0.40		$	0.32	$	0.34	$	0.34		$	0.37	$	1.36
Net earnings	$	0.37	$	0.36		$	0.34	$	0.37	$	0.32		$	0.41	$	1.44
Diluted earnings per common share:
Net earnings from continuing operations	$	0.37	$	0.39		$	0.31	$	0.34	$	0.33		$	0.36	$	1.34
Net earnings	$	0.37	$	0.35		$	0.34	$	0.36	$	0.32		$	0.40	$	1.42
Weighted average number of shares and share equivalents (000’s):
Basic		31,298		31,479			30,046		30,541		30,778			31,110		30,619
Diluted		31,790		31,962			30,505		31,085		31,175			31,644		31,102
Operating Data:
Procedures		267,649		279,521			224,347		232,826		238,475			258,619		954,267
Reconciliation of net earnings to EBITDA (1):
Net earnings from continuing operations	$	11,619	$	12,448		$	9,591	$	10,436	$	10,372		$	11,367	$	41,766
Add: income tax expense		7,772		8,257			6,331		6,232		6,577			7,444		26,584
Add: interest expense, net		2,792		2,503			2,422		2,136		2,158			2,852		9,568
Add: depreciation and amortization		5,135		5,213			4,452		4,498		4,642			5,163		18,755
EBITDA	$	27,318	$	28,421		$	22,796	$	23,302	$	23,749		$	26,826	$	96,673

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