UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2013

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)
20 Burton Hills Boulevard
Nashville, Tennessee		37215
(Address of Principal Executive Offices)		(Zip Code)

 (615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]                   No [  ]

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]                   No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):

                                Large accelerated filer  [X]                                      Accelerated filer                  [  ]

Non-accelerated filer    [   ]                                     Smaller reporting company [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ]                    No [X]

As of August 1, 2013 there were outstanding 32,312,549 shares of the registrant’s Common Stock, no par value.

Table of Contents to Form 10-Q for the Six Months Ended June 30, 2013
Part I
	Item 1.	Financial Statements	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26
Part II
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3.	Defaults Upon Senior Securities	27
	Item 4.	Mine Safety Disclosures	27
	Item 5.	Other Information	27
	Item 6.	Exhibits	28
	Signature		29

i

Part I

Item 1.  Financial Statements

AmSurg Corp.

Consolidated Balance Sheets

June 30, 2013 (unaudited) and December 31, 2012

(Dollars in thousands)

				June 30,		December 31,
				2013		2012
Assets
Current assets:
	Cash and cash equivalents			$	39,923	$	46,398
	Accounts receivable, net of allowance of $25,571 and $22,379, respectively				105,305		96,752
	Supplies inventory				18,253		18,406
	Deferred income taxes				3,773		3,088
	Prepaid and other current assets				29,333		27,537
			Total current assets		196,587		192,181
Property and equipment, net					163,381		166,612
Investments in unconsolidated affiliates and long-term notes receivable					16,917		11,274
Goodwill					1,675,235		1,652,002
Intangible assets, net					22,588		22,517
			Total assets	$	2,074,708	$	2,044,586
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	21,674	$	17,407
	Accounts payable				20,932		23,509
	Accrued salaries and benefits				26,136		29,251
	Other accrued liabilities				9,747		14,246
			Total current liabilities		78,489		84,413
Long-term debt					594,362		620,705
Deferred income taxes					155,904		137,648
Other long-term liabilities					27,388		25,972
Commitments and contingencies
Noncontrolling interests – redeemable					175,100		175,382
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding					-		-
Equity:
	Common stock, no par value, 70,000,000 shares authorized, 31,994,727 and 31,941,441
		shares outstanding, respectively			176,671		183,867
	Retained earnings				541,995		505,621
			Total AmSurg Corp. equity		718,666		689,488
			Noncontrolling interests – non-redeemable		324,799		310,978
			Total equity		1,043,465		1,000,466
			Total liabilities and equity	$	2,074,708	$	2,044,586

See accompanying notes to the unaudited consolidated financial statements.

1

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Earnings and Comprehensive Income (unaudited)

Three and Six Months Ended June 30, 2013 and 2012

(In thousands, except earnings per share) 

					Three Months Ended				Six Months Ended
					June 30,				June 30,
					2013		2012		2013		2012
Revenues					$	269,342	$	230,326	$	529,403	$	459,225
Operating expenses:
	Salaries and benefits					81,719		70,604		163,300		142,719
	Supply cost					39,516		33,029		77,160		65,126
	Other operating expenses					54,450		48,398		107,711		95,530
	Depreciation and amortization					8,187		7,429		16,269		14,770
				Total operating expenses		183,872		159,460		364,440		318,145
Gain on deconsolidation						-		-		2,237		-
Equity in earnings of unconsolidated affiliates						696		316		1,098		711
				Operating income		86,166		71,182		168,298		141,791
Interest expense						7,513		4,158		15,057		8,425
	Earnings from continuing operations before income taxes					78,653		67,024		153,241		133,366
Income tax expense						12,817		11,162		25,132		21,978
	Net earnings from continuing operations					65,836		55,862		128,109		111,388
Discontinued operations:
	Earnings from operations of discontinued interests in surgery centers,
		net of income tax				-		343		-		649
	Loss on disposal of discontinued interests in surgery centers,
		net of income tax				-		(660)		-		(1,553)
			Net loss from discontinued operations			-		(317)		-		(904)
	Net earnings and comprehensive income					65,836		55,545		128,109		110,484
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					47,273		39,802		91,735		79,774
	Net earnings from discontinued operations					-		207		-		398
			Total net earnings attributable to noncontrolling interests			47,273		40,009		91,735		80,172
			Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders		$	18,563	$	15,536	$	36,374	$	30,312
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	18,563	$	16,060	$	36,374	$	31,614
	Discontinued operations, net of income tax					-		(524)		-		(1,302)
			Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders		$	18,563	$	15,536	$	36,374	$	30,312
Earnings per share-basic:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.59	$	0.52	$	1.17	$	1.03
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				-		(0.02)		-		(0.04)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.59	$	0.51	$	1.17	$	0.99
Earnings per share-diluted:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.58	$	0.51	$	1.14	$	1.00
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				-		(0.02)		-		(0.04)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.58	$	0.49	$	1.14	$	0.96
Weighted average number of shares and share equivalents outstanding:
	Basic					31,208		30,743		31,213		30,681
	Diluted					31,862		31,577		31,872		31,489

See accompanying notes to the unaudited consolidated financial statements.

2

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Changes in Equity (unaudited)

Six Months Ended June 30, 2013 and 2012

(In thousands) 

			AmSurg Corp. Shareholders
												Non-
								Non-				Controlling
								Controlling				Interests –
								Interests –		Total		Redeemable
			Common Stock			Retained		Non-		Equity		(Temporary		Net
			Shares	Amount		Earnings		Redeemable		(Permanent)		Equity)		Earnings
Balance at December 31, 2012			31,941	$	183,867	$	505,621	$	310,978	$	1,000,466	$	175,382
	Issuance of restricted common stock		292		-		-		-		-		-
	Cancellation of restricted common stock		(17)		-		-		-		-		-
	Stock options exercised		568		13,728		-		-		13,728		-
	Stock repurchased		(789)		(26,164)		-		-		(26,164)		-
	Share-based compensation		-		3,966		-		-		3,966		-
	Tax benefit related to exercise of stock options		-		2,968		-		-		2,968		-
	Net earnings		-		-		36,374		25,450		61,824		66,285	$	128,109
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		(24,371)		(24,371)		(66,879)
	Purchase of noncontrolling interest		-		(223)		-		(316)		(539)		(316)
	Sale of noncontrolling interest		-		(1,471)		-		2,222		751		628
	Acquisitions and other transactions
		impacting noncontrolling interests	-		-		-		11,153		11,153		-
	Disposals and other transactions
		impacting noncontrolling interests	-		-		-		(317)		(317)		-
Balance at June 30, 2013			31,995	$	176,671	$	541,995	$	324,799	$	1,043,465	$	175,100
Balance at January 1, 2012			31,284	$	173,187	$	443,058	$	132,222	$	748,467	$	170,636
	Issuance of restricted common stock		281		-		-		-		-		-
	Stock options exercised		325		6,672		-		-		6,672		-
	Stock repurchased		(266)		(7,219)		-		-		(7,219)		-
	Share-based compensation		-		3,412		-		-		3,412		-
	Tax benefit related to exercise of stock options		-		594		-		-		594		-
	Net earnings		-		-		30,312		13,017		43,329		67,155	$	110,484
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		(13,709)		(13,709)		(69,022)
	Sale of noncontrolling interest		-		(1,587)		-		2,494		907		-
	Acquisitions and other transactions
		impacting noncontrolling interests	-		-		-		2,223		2,223		2,467
	Disposals and other transactions
		impacting noncontrolling interests	-		(369)		-		-		(369)		176
Balance at June 30, 2012			31,624	$	174,690	$	473,370	$	136,247	$	784,307	$	171,412

See accompanying notes to the unaudited consolidated financial statements.

3

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Cash Flows (unaudited)

Six Months Ended June 30, 2013 and 2012

(In thousands) 

							Six Months Ended
							June 30,
							2013		2012
Cash flows from operating activities:
	Net earnings						$	128,109	$	110,484
	Adjustments to reconcile net earnings to net cash flows provided by
		operating activities:
			Depreciation and amortization					16,269		14,770
			Net loss on sale of long-lived assets					-		599
			Gain on deconsolidation					(2,237)		-
			Share-based compensation					3,966		3,412
			Excess tax benefit from share-based compensation					(1,210)		(529)
			Deferred income taxes					19,329		13,388
			Equity in earnings of unconsolidated affiliates					(1,098)		(711)
			Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and
				dispositions, due to changes in:
					Accounts receivable, net			(5,221)		2,935
					Supplies inventory			(320)		333
					Prepaid and other current assets			(2,057)		(331)
					Accounts payable			(2,351)		901
					Accrued expenses and other liabilities			(2,155)		(2,616)
					Other, net			1,526		989
						Net cash flows provided by operating activities		152,550		143,624
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions							(18,346)		(9,972)
	Acquisition of property and equipment							(12,472)		(14,569)
	Other							55		-
						Net cash flows used in investing activities		(30,763)		(24,541)
Cash flows from financing activities:
	Proceeds from long-term borrowings							70,922		33,378
	Repayment on long-term borrowings							(96,222)		(72,517)
	Distributions to noncontrolling interests							(91,526)		(82,759)
	Proceeds from issuance of common stock upon exercise of stock options							13,728		6,672
	Repurchase of common stock							(26,164)		(7,219)
	Capital contributions and ownership transactions by noncontrolling interests							936		1,519
	Excess tax benefit from share-based compensation							1,210		529
	Financing cost incurred							(1,146)		(1,755)
						Net cash flows used in financing activities		(128,262)		(122,152)
Net decrease in cash and cash equivalents								(6,475)		(3,069)
Cash and cash equivalents, beginning of period								46,398		40,718
Cash and cash equivalents, end of period							$	39,923	$	37,649

See accompanying notes to the unaudited consolidated financial statements.

4

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements

(1)  Basis of Presentation          

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

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

As further described in note 11, upon the occurrence of various fundamental regulatory changes, the Company would be obligated, under the terms of certain partnership and operating agreements, to purchase the noncontrolling interests related to a substantial majority of the Company’s partnerships.  While the Company believes that the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2013, the occurrence of such regulatory changes is outside the control of the Company.  As a result, these noncontrolling interests that are subject to this redemption feature are not included as part of the Company’s equity and are classified as noncontrolling interests – redeemable on the Company’s consolidated balance sheets.

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

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

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

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

The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2012 Annual Report on Form 10-K. 

5

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

(2)  Use of Estimates

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

The determination of contractual and bad debt allowances constitutes a significant estimate.  Some of the factors considered by management in determining the amount of such allowances are the historical trends of the centers’ cash collections and contractual and bad debt write-offs, accounts receivable agings, established fee schedules, contracts with payors and procedure statistics.  Accordingly, net accounts receivable at June 30, 2013 and December 31, 2012 reflect allowances for contractual adjustments of $296,754,000 and $216,363,000, respectively, and allowances for bad debt expense of $25,571,000 and $22,379,000, respectively.  The increase in the allowance for contractual adjustments as of June 30, 2013 is primarily the result of the centers acquired at the end of 2012 and increases in gross fee schedules at certain of the Company’s centers.  Bad debt expense is included in other operating expenses and was approximately $4,873,000 and $10,787,000 for the three and six months ended June 30, 2013, respectively, and $4,724,000 and $9,906,000 for the three and six months ended June 30, 2012, respectively.

(3)  Revenue Recognition

Center revenues consist of billing for the use of the centers’ facilities (the “facility fee”) directly to the patient or third-party payor and, at certain of our centers (primarily centers that perform gastrointestinal endoscopy procedures), billing for anesthesia services provided by medical professionals employed or contracted by our centers.  Such revenues are recognized when the related surgical procedures are performed.  Revenues exclude any amounts billed for physicians’ surgical services, which are billed separately by the physicians to the patient or third-party payor.

Revenues from centers are recognized on the date of service, net of estimated contractual adjustments from third-party medical service payors including Medicare and Medicaid.  During the six months ended June 30, 2013 and 2012, the Company derived approximately 25% and 28%, respectively, of its revenues from governmental healthcare programs, primarily Medicare and Medicare managed programs.  Concentration of credit risk with respect to other payors is limited due to the large number of such payors.

(4)  Acquisitions and Investments in Unconsolidated Affiliates

As a significant part of its growth strategy, the Company primarily acquires controlling interests in centers.  The Company accounts for its business combinations under the fundamental requirements of the acquisition method of accounting and under the premise that an acquirer be identified for each business combination.  The acquirer is the entity that obtains control of one or more businesses in the business combination and the acquisition date is the date the acquirer achieves control.  The assets acquired, liabilities assumed and any noncontrolling interests in the acquired business at the acquisition date are recognized at their fair values as of that date, and the direct costs incurred in connection with the business combination are recorded and expensed separately from the business combination.  Acquisitions in which the Company is able to exert significant influence but does not have control are accounted for using the equity method.  Equity method investments are initially recorded at cost, unless such investments are a result of the Company entering into a transaction whereby the Company loses control of a previously controlled entity but retains a noncontrolling interest.  Such transactions, which result in the deconsolidation of a previously consolidated entity, are measured at fair value.

During each of the six months ended June 30, 2013 and 2012, the Company, through a wholly owned subsidiary, acquired a controlling interest in two centers.  One of the centers acquired during 2012 was subsequently merged into an existing center. 

The aggregate amount paid for the centers acquired and for settlement of purchase price payable obligations during the six months ended June 30, 2013 and 2012 was approximately $18,346,000 and $9,972,000, respectively, and was paid in cash and funded by a combination of operating cash flow and borrowings under the Company’s revolving credit facility.  The total fair value of an acquisition includes an amount allocated to goodwill, which results from the centers’ favorable reputations in their markets, their market positions and their ability to deliver quality care with high patient satisfaction consistent with the Company’s business model. 

At  December 31, 2012, the Company had a contingent purchase price obligation of $2,744,000  related to the Company’s acquisition of 17 centers from National Surgical Care, Inc.  (“NSC”) on September 1, 2011.  The Company agreed to pay as additional consideration an amount up to $7,500,000 based on a multiple of the excess earnings over the targeted earnings of the acquired centers, if any, from the period of January 1, 2012 to December 31, 2012.  During the six months ended June 30, 2013, the Company paid NSC $2,744,000 as final settlement of the additional consideration due in accordance with the purchase agreement.

6

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

The acquisition date fair value of the total consideration transferred and acquisition date fair value of each major class of consideration for the acquisitions completed in the six months ended June 30, 2013 and 2012 are as follows (in thousands):

		Six Months Ended June 30,
		2013		2012
Accounts receivable		$	286	$	140
Supplies, inventory, prepaid and other current assets			143		74
Property and equipment			1,504		786
Goodwill			27,880		11,911
Accounts payable			(110)		(11)
Other accrued liabilities			(68)		(67)
Long-term debt			(638)		-
	Total fair value		28,997		12,833
	Less:  Fair value attributable to noncontrolling interests		10,903		4,690
	Acquisition date fair value of total consideration transferred	$	18,094	$	8,143

Fair value attributable to noncontrolling interests is based on significant inputs that are not observable in the market.  Key inputs used to determine the fair value include financial multiples used in the purchase of noncontrolling interests in centers.  Such multiples, based on earnings, are used as a benchmark for the discount to be applied for the lack of control or marketability.  The fair value of noncontrolling interests for acquisitions where the purchase price allocation is not finalized may be subject to adjustment as the Company completes its initial accounting for acquired intangible assets.  For the six months ended June 30, 2013 and 2012, respectively, approximately $17,469,000 and $7,579,000 of goodwill recorded was deductible for tax purposes.  In connection with the transactions discussed above, the Company incurred and expensed in other operating expenses approximately $175,000 and $52,000 in acquisition related costs, primarily attorney’s fees, for the six months ended June 30, 2013 and 2012, respectively. 

Revenues and net earnings included in the six months ended June 30, 2013 and 2012 associated with these acquisitions are as follows (in thousands):

		Six Months Ended June 30,
		2013		2012
Revenues		$	1,341	$	730
Net earnings			426		222
Less:  Net earnings attributable to noncontrolling interests			227		105
	Net earnings attributable to AmSurg Corp. common shareholders	$	199	$	117

The unaudited consolidated pro forma results for the six months ended June 30, 2013 and 2012, assuming all 2013 acquisitions had been consummated on January 1, 2012 and all 2012 acquisitions had been consummated on January 1, 2011, are as follows (in thousands, except per share data):

			Six Months Ended June 30,
			2013		2012
Revenues			$	532,920	$	543,297
Net earnings				129,277		131,257
Amounts attributable to AmSurg Corp. common shareholders:
	Net earnings from continuing operations			36,694		36,730
	Net earnings			36,694		35,826
	Net earnings from continuing operations per common share:
		Basic	$	1.18	$	1.20
		Diluted	$	1.15	$	1.17
	Net earnings:
		Basic	$	1.18	$	1.17
		Diluted	$	1.15	$	1.14
	Weighted average number of shares and share equivalents:
		Basic		31,213		30,681
		Diluted		31,872		31,489

7

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

During the six months ended June 30, 2013, the Company entered into a transaction whereby it contributed cash plus a controlling interest in one center in exchange for a noncontrolling interest in an entity that, after the completion of the transaction, controls the contributed center and one additional center.  Management of the Company believes this structure will provide both economies of scale and potential future growth opportunities in the market.  As a result of the transaction, the Company recorded in the accompanying consolidated balance sheets the fair value of the noncontrolling interest in the entity which now controls the contributed centers of approximately $5,201,000 as a component of investments in unconsolidated affiliates and long term notes receivable.  The Company also recognized a gain on deconsolidation in the accompanying consolidated statements of earnings and comprehensive income of approximately $2,237,000.  Such gain was determined based on the difference between the fair value of the Company’s noncontrolling interest in the new entity and the carrying value of both the tangible and intangible assets of the contributed center immediately prior to the transaction.  The fair value of the Company’s noncontrolling interest was based on various estimates of the expected future earnings under likely scenarios which were weighted by the probability of each outcome using a range of expected probability of 5% to 30%.

(5)  Dispositions

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

	Three		Six
	Months Ended		Months Ended
	June 30,		June 30,
	2012		2012
Net loss from discontinued operations	$	(317)	$	(904)
Net loss from discontinued operations attributable to AmSurg Corp.		(524)		(1,302)

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

	Three		Six
	Months Ended		Months Ended
	June 30,		June 30,
	2012		2012
Revenues	$	1,255	$	3,340
Earnings before income taxes		444		840
Net earnings		343		649

(6)  Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the three and six months ended June 30, 2013 and 2012 are as follows (in thousands):

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2013		2012		2013		2012
Balance, beginning of period		$	1,647,180	$	1,240,422	$	1,652,002	$	1,229,298
Goodwill acquired, including post acquisition adjustments			28,055		-		25,353		11,911
Goodwill disposed, including impact of deconsolidation transaction			-		-		(2,120)		(787)
	Balance, end of period	$	1,675,235	$	1,240,422	$	1,675,235	$	1,240,422

8

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Amortizable intangible assets at June 30, 2013 and December 31, 2012 consisted of the following (in thousands):

		June 30, 2013						December 31, 2012
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Deferred financing cost		$	15,670	$	(3,995)	$	11,675	$	14,523	$	(3,029)	$	11,494
Agreements, contracts and other intangible assets			3,448		(2,360)		1,088		3,448		(2,250)		1,198
	Total amortizable intangible assets	$	19,118	$	(6,355)	$	12,763	$	17,971	$	(5,279)	$	12,692

Amortization of intangible assets for the three months ended June 30, 2013 and 2012 was $531,000 and $332,000, respectively, and for the six months ended June 30, 2013 and 2012 was $1,076,000 and $646,000, respectively.  Estimated amortization of intangible assets for the remainder of 2013 and the following five years and thereafter is $1,169,000, $2,335,000, $2,335,000, $2,334,000, $2,088,000, $1,525,000 and $977,000, respectively.  The Company expects to recognize amortization of intangible assets over a weighted average period of 5.7 years.

At June 30, 2013and December 31, 2012, other non-amortizable intangible assets related to restrictive covenant arrangements were $9,825,000, respectively.

(7)Long-term Debt

Long-term debt at June 30, 2013 and December 31, 2012 was comprised of the following (in thousands):

		June 30,		December 31,
		2013		2012
Revolving credit agreement		$	260,000	$	279,780
Senior Unsecured Notes			250,000		250,000
Senior Secured Notes			75,000		75,000
Other debt			20,133		21,350
Capitalized lease arrangements			10,903		11,982
			616,036		638,112
Less current portion			21,674		17,407
	Long-term debt	$	594,362	$	620,705

a.     Credit Facility

On June 29, 2012, the Company amended its revolving credit agreement to increase the borrowing capacity and adjust the interest rate spreads.   On November 7, 2012, the Company further amended its revolving credit agreement to allow for the Company’s issuance of the 5.625% Senior Unsecured Notes (discussed below), which resulted in certain adjustments to the existing covenants. On June 14, 2013, the Company amended its revolving credit agreement to adjust the interest rate spreads and extend the maturity date by one year. The revolving credit agreement, as amended, permits the Company to borrow up to $475,000,000 at an interest rate equal to, at the Company’s option, the base rate plus 0.25% to 1.00% or LIBOR plus 1.25% to 2.00%, or a combination thereof; provides for a fee of 0.25% to 0.40% of unused commitments; and contains certain covenants relating to the ratio of debt to operating performance measurements, interest coverage ratios and minimum net worth.  Borrowings under the revolving credit agreement mature in June 2018 and are secured primarily by a pledge of the stock of our wholly-owned subsidiaries and our partnership and membership interests in the limited partnerships and limited liability companies.  The Company was in compliance with the covenants contained in the revolving credit agreement at June 30, 2013.

b.     Senior Unsecured Notes

On November 20, 2012, the Company completed a private offering of $250,000,000 aggregate principal amount of 5.625% senior unsecured notes due 2020 (the “Senior Unsecured Notes”).  The net proceeds from the issuance of the Senior Unsecured Notes were used to reduce the outstanding indebtedness under the Company’s existing revolving credit agreement, creating capacity to fund the Company’s remaining 2012 acquisitions.  The Senior Unsecured Notes are general unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized wholly owned domestic subsidiaries, (the “Guarantors”). The Senior Unsecured Notes are pari passu in right of payment with all the existing and future

9

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

senior debt of the Company and senior to all existing and future subordinated debt of the Company. Interest on the Senior Unsecured Notes accrues at the rate of 5.625% per annum and is payable semi-annually in arrears on May 30 and November 30, through the maturity date of November 30, 2020.

Prior to November 30, 2015, the Company may redeem up to 35% of the aggregate principal amount of the Senior Unsecured Notes at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, using proceeds of one or more equity offerings.  On or after November 30, 2015, the Company may redeem the Senior Unsecured Notes in whole or in part. The redemption price for such a redemption (expressed as percentages of principal amount) is set forth below, plus accrued and unpaid interest and liquidated damages, if any, if redeemed during the twelve-month period beginning on November 30 of the years indicated below:

Period	Redemption Price
2015	104.219%
2016	102.813%
2017	101.406%
2018 and thereafter	100.000%

The Senior Unsecured Notes contain certain covenants which, among other things, limit, but may not restrict the Company’s ability to enter into or guarantee additional borrowings, sell preferred stock, pay dividends and repurchase stock.  The Company was in compliance with the covenants contained in the indenture relating to the Senior Unsecured Notes at June 30, 2013.

In connection with the issuance of the Senior Unsecured Notes, the Company entered into a registration rights agreement, dated November 20, 2012 (the “Registration Rights Agreement.  On May 2, 2013, under the terms of the Registration Rights Agreement, the Company commenced an offer to exchange the outstanding Senior Unsecured Notes for an equal amount of such notes that are registered under the Securities Act of 1933, as amended.  The exchange offer was completed on May 31, 2013 and all holders of the Senior Unsecured Notes participated in the exchange. 

c.     Senior Secured Notes

The senior secured notes (the “Senior Secured Notes”) were issued on May 28, 2010, pursuant to a note purchase agreement, in the principal amount of $75,000,000 and are due May 28, 2020.  The Senior Secured Notes, which were originally issued with a stated interest rate of 6.04%, were amended on November 7, 2012 to allow for the Company’s issuance of the Senior Unsecured Notes, which resulted in an increase in the annual interest rate of 2% to 8.04%, and included certain other adjustments to the existing covenants.  The Senior Secured Notes are pari passu with the indebtedness under the Company’s revolving credit agreement and the Senior Unsecured Notes and require payment of principal beginning in August 2013.  The note purchase agreement governing the Senior Secured Notes contains covenants similar to the covenants in the revolving credit agreement and includes a make whole provision in the event of any prepayment of principle.  The Company was in compliance with the covenants contained in the note purchase agreement relating to the Senior Secured Notes at June 30, 2013.

(8)  Fair Value Measurements

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

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

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

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

10

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

In determining the fair value of assets and liabilities that are measured on a recurring basis at June 30, 2013 and December 31, 2012, with the exception of the contingent purchase price payable, the Company utilized Level 2 inputs to perform such measurements methods, which were commensurate with the market approach.  The Company utilized Level 3 inputs, which utilizes unobservable data, to measure the fair value of the contingent purchase price payable (in thousands):

		June 30,		December 31,
		2013		2012
Assets:
	Supplemental executive retirement savings plan investments - Level 2	$	11,523	$	8,804
Liabilities:
	Contingent purchase price payable - Level 3	$	-	$	2,744

The fair value of the supplemental executive and director retirement savings plan investments, which are included in prepaid and other current assets, was determined using the calculated net asset values obtained from the plan administrator and observable inputs of similar public mutual fund investments.  The fair value of the contingent purchase price payable related to the centers acquired from NSC as of December 31, 2012, was determined utilizing the actual earnings of those centers during the earnout period, January 1, 2012 to December 31, 2012, in accordance with the purchase agreement.  During the six months ended June 30, 2013, the Company paid $2,744,000 as final settlement of the contingent purchase price payable using its revolving credit facility.  There were no transfers to or from Levels 1 and 2 during the six months ended June 30, 2013.

Cash and cash equivalents, receivables and payables are reflected in the financial statements at cost, which approximates fair value.  The fair value of fixed rate long-term debt, with a carrying value of $352,685,000, was $360,921,000 at June 30, 2013.  The fair value of variable rate long-term debt approximates its carrying value of $263,351,000 at June 30, 2013.  With the exception of the Company’s Senior Unsecured Notes, the fair value of fixed rate debt (Level 2) is determined based on an estimation of discounted future cash flows of the debt at rates currently quoted or offered to the Company for similar debt instruments of comparable maturities by its lenders.  The fair value of the Company’s Senior Unsecured Notes (Level 1) is determined based on quoted prices in an active market.

(9)  Shareholders’ Equity

a.   Common Stock

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

During the six months ended June 30, 2013, the Company purchased 699,659 shares of the Company’s common stock for approximately $23,349,000, at an average price of $33.35 per share, in order to mitigate the dilutive effect of shares issued upon the exercise of stock options pursuant to the Company’s stock incentive plans.  During the six months ended June 30, 2012, the Company purchased 216,994 shares of the Company’s common stock for approximately $5,956,000, at an average price of $27.00 per share.  As of June 30, 2013, there was approximately $6,400,000 available under the stock repurchase program.  In addition, during the six months ended June 30, 2013, and June 30, 2012, the Company repurchased 89,788 shares and 48,139 shares, respectively, of common stock to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements.

b.   Stock Incentive Plans

In May 2006, the Company adopted the AmSurg Corp. 2006 Stock Incentive Plan.  The Company also has options outstanding under the AmSurg Corp. 1997 Stock Incentive Plan, under which no additional awards may be granted.  Under these plans, the Company has granted restricted stock and non-qualified options to purchase shares of common stock to employees and outside directors from its authorized but unissued common stock.  At June 30, 2013, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 883,352 shares were available for future equity grants, including 721,240 shares available for issuance as restricted stock.  Restricted stock granted to outside directors prior to 2012 vested over a two year period and restricted stock granted to outside directors in 2012 and 2013 vest over a one year period.  Shares held by outside directors are subject to certain holding restrictions.  Restricted stock granted to employees during 2010 and thereafter vests over four years in three equal installments beginning on the second anniversary of the date of grant.  Restricted stock granted to employees prior to 2010 vests at the end of four years from the date of grant.  Shares held by the Company’s senior management are subject to certain holding restrictions.  The fair value of restricted stock is determined based on the closing bid price of the Company’s common stock on the grant date.

No options have been issued subsequent to 2008 and all outstanding options are fully vested.  Options were granted at market value on the date of the grant and vested over four years.  Outstanding options have a term of ten years from the date of grant. 

11

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Other information pertaining to share-based activity during the three and six months ended June 30, 2013 and 2012 was as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Share-based compensation expense	$	1,916	$	1,620	$	3,966	$	3,412
Fair value of shares vested		1,318		477		10,500		6,425
Cash received from option exercises		8,037		4,151		13,728		6,672
Tax benefit from option exercises		922		450		1,210		529

As of June 30, 2013, the Company had total unrecognized compensation cost of approximately $11,780,000 related to non-vested awards, which the Company expects to recognize through 2017 and over a weighted average period of 1.2 years.

Average outstanding share-based awards to purchase approximately 39,062 shares of common stock that had an exercise price in excess of the average market price of the common stock during the six months ended June 30, 2012, were not included in the calculation of diluted securities options under the treasury method for purposes of determining diluted earnings per share due to their anti-dilutive impact. For the period ended June 30, 2013, there were no options that were anti-dilutive.

A summary of the status of non-vested restricted shares at June 30, 2013 and changes during the six months ended June 30, 2013 is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at December 31, 2012		828,686	$	22.50
	Shares granted	291,863		31.66
	Shares vested	(329,152)		21.34
	Shares forfeited	(16,343)		23.11
Non-vested shares at June 30, 2013		775,054	$	26.44

A summary of stock option activity for the six months ended June 30, 2013 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at December 31, 2012		1,662,830	$	23.82	2.9
	Options exercised with total intrinsic value of $13,728,000	(567,213)		24.20
Outstanding at June 30, 2013 with aggregate intrinsic value of $12,571,000		1,095,617	$	23.63	3.3
Vested at June 30, 2013 with aggregate intrinsic value of  $12,571,000		1,095,617	$	23.63	3.3
Exercisable at June 30, 2013 with aggregate intrinsic value of $12,571,000		1,095,617	$	23.63	3.3

The aggregate intrinsic value represents the total pre-tax intrinsic value received by the option holders on the exercise date or that would have been received by the option holders had all holders of in-the-money outstanding options at June 30, 2013 exercised their options at the Company’s closing stock price on June 30, 2013.

12

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

c.   Earnings per Share

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

			Three Months Ended June 30,					Six Months Ended June 30,
						Per					Per
			Earnings		Shares	Share		Earnings		Shares	Share
			(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
2013:
Net earnings from continuing operations attributable
	to AmSurg Corp. per common share (basic)		$	18,563	31,208	$	0.59	$	36,374	31,213	$	1.17
Effect of dilutive securities options
	and non-vested shares			-	654				-	659
Net earnings from continuing operations attributable
	to AmSurg Corp. per common share (diluted)		$	18,563	31,862	$	0.58	$	36,374	31,872	$	1.14
Net earnings attributable to AmSurg Corp.
	per common share (basic)		$	18,563	31,208	$	0.59	$	36,374	31,213	$	1.17
Effect of dilutive securities options
	and non-vested shares			-	654				-	659
Net earnings attributable to AmSurg Corp.
	per common  share (diluted)		$	18,563	31,862	$	0.58	$	36,374	31,872	$	1.14
2012:
Net earnings from continuing operations attributable
		to AmSurg Corp. per common share (basic)	$	16,060	30,743	$	0.52	$	31,614	30,681	$	1.03
Effect of dilutive securities options
	and non-vested shares			-	834				-	808
Net earnings from continuing operations attributable
	to AmSurg Corp. per common share (diluted)		$	16,060	31,577	$	0.51	$	31,614	31,489	$	1.00
Net earnings attributable to AmSurg Corp.
	per common share (basic)		$	15,536	30,743	$	0.51	$	30,312	30,681	$	0.99
Effect of dilutive securities options
	and non-vested shares			-	834				-	808
Net earnings attributable to AmSurg Corp.
	per common  share (diluted)		$	15,536	31,577	$	0.49	$	30,312	31,489	$	0.96

(10)  Income Taxes

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

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

The Company and its subsidiaries file U.S. federal and various state tax returns.  With few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations for years prior to 2009.

13

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

(11)  Commitments and Contingencies

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

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

In the event of a change in current law that would prohibit the physicians’ current form of ownership in the partnerships, the Company would be obligated to purchase the physicians’ interests in a substantial majority of the Company’s partnerships.  The purchase price to be paid in such event would be determined by a predefined formula, as specified in the partnership agreements.  The Company believes the likelihood of a change in current law that would trigger such purchases was remote as of June 30, 2013. 

(12)  Supplemental Cash Flow Information

Supplemental cash flow information for the six months ended June 30, 2013 and 2012 is as follows (in thousands):

		Six Months Ended June 30,
		2013		2012
Cash paid during the period for:
	Interest	$	14,739	$	8,178
	Income taxes, net of refunds		6,681		11,963
Non-cash investing and financing activities:
	Increase (decrease) in accounts payable associated with acquisition of property and equipment		389		(225)
	Capital lease obligations		32		48

(13)  Financial Information for the Company and Its Subsidiaries

As previously discussed in note 7(b), the Company issued the Senior Unsecured Notes in the aggregate principal amount of $250,000,000 in 2012.  The Senior Unsecured Notes are senior unsecured obligations of the Company and are guaranteed by its existing and subsequently acquired or organized wholly owned domestic subsidiaries.  The Senior Unsecured Notes are guaranteed on a full and unconditional and joint and several basis, with limited exceptions considered customary for such guarantees, including the release of the guarantee when a subsidiary's assets are sold. The following condensed consolidating financial statements present the Company (as parent issuer), the subsidiary guarantors, the subsidiary non-guarantors and consolidating adjustments. These condensed consolidating financial statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10 "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered."  The operating and investing activities of the separate legal entities are fully interdependent and integrated. Accordingly, the results of the separate legal entities are not representative of what the operating results would be on a stand-alone basis.

14

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Consolidating Balance Sheet - June 30, 2013 (Dollars in thousands)
						Guarantor		Non-Guarantor		Consolidating		Total
				Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Assets
Current assets:
	Cash and cash equivalents			$	4,795	$	-	$	35,128	$	-	$	39,923
	Accounts receivable, net				-		-		105,305		-		105,305
	Supplies inventory				-		-		18,253		-		18,253
	Deferred income taxes				3,773		-		-		-		3,773
	Prepaid and other current assets				22,825		-		11,148		(4,640)		29,333
		Total current assets			31,393		-		169,834		(4,640)		196,587
Property and equipment, net					8,842		-		154,539		-		163,381
Investments in unconsolidated affiliates and long-term notes receivable					1,430,651		1,400,617		-		(2,814,351)		16,917
Goodwill and other intangible assets, net					21,496		-		1,092		1,675,235		1,697,823
			Total assets	$	1,492,382	$	1,400,617	$	325,465	$	(1,143,756)	$	2,074,708
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	10,714	$	-	$	10,960	$	-	$	21,674
	Accounts payable				1,074		-		24,434		(4,576)		20,932
	Accrued liabilities				20,969		-		14,977		(63)		35,883
		Total current liabilities			32,757		-		50,371		(4,639)		78,489
Long-term debt					574,286		-		50,110		(30,034)		594,362
Deferred income taxes					155,904		-		-		-		155,904
Other long-term liabilities					10,769		-		16,619		-		27,388
Noncontrolling interests – redeemable					-		-		61,263		113,837		175,100
Equity:
		Total AmSurg Corp. equity			718,666		1,400,617		110,210		(1,510,827)		718,666
		Noncontrolling interests – non-redeemable			-		-		36,892		287,907		324,799
		Total equity			718,666		1,400,617		147,102		(1,222,920)		1,043,465
			Total liabilities and equity	$	1,492,382	$	1,400,617	$	325,465	$	(1,143,756)	$	2,074,708

Consolidating Balance Sheet - December 31, 2012 (Dollars in thousands)
						Guarantor		Non-Guarantor		Consolidating		Total
				Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Assets
Current assets:
	Cash and cash equivalents			$	7,259	$	-	$	39,139	$	-	$	46,398
	Accounts receivable, net				-		-		96,752		-		96,752
	Supplies inventory				-		-		18,406		-		18,406
	Deferred income taxes				3,088		-		-		-		3,088
	Prepaid and other current assets				19,342		-		13,160		(4,965)		27,537
		Total current assets			29,689		-		167,457		(4,965)		192,181
Property and equipment, net					9,199		-		157,413		-		166,612
Investments in unconsolidated affiliates and long-term notes receivable					1,413,061		1,381,596		-		(2,783,383)		11,274
Goodwill and other intangible assets, net					21,311		-		1,206		1,652,002		1,674,519
			Total assets	$	1,473,260	$	1,381,596	$	326,076	$	(1,136,346)	$	2,044,586
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	5,357	$	-	$	12,050	$	-	$	17,407
	Accounts payable				1,379		-		26,035		(3,905)		23,509
	Accrued liabilities				29,380		-		15,177		(1,060)		43,497
		Total current liabilities			36,116		-		53,262		(4,965)		84,413
Long-term debt					599,423		-		52,747		(31,465)		620,705
Deferred income taxes					137,648		-		-		-		137,648
Other long-term liabilities					10,585		-		15,387		-		25,972
Noncontrolling interests – redeemable					-		-		61,939		113,443		175,382
Equity:
		Total AmSurg Corp. equity			689,488		1,381,596		108,412		(1,490,008)		689,488
		Noncontrolling interests – non-redeemable			-		-		34,329		276,649		310,978
		Total equity			689,488		1,381,596		142,741		(1,213,359)		1,000,466
			Total liabilities and equity	$	1,473,260	$	1,381,596	$	326,076	$	(1,136,346)	$	2,044,586

15

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended June 30, 2013 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	5,796	$	-	$	267,899	$	(4,353)	$	269,342
Operating expenses:
	Salaries and benefits					14,431		-		67,405		(117)		81,719
	Supply cost					-		-		39,516		-		39,516
	Other operating expenses					5,171		-		53,515		(4,236)		54,450
	Depreciation and amortization					760		-		7,427		-		8,187
		Total operating expenses				20,362		-		167,863		(4,353)		183,872
Gain on deconsolidation						-		-		-		-		-
Equity in earnings of unconsolidated affiliates						52,590		52,590		-		(104,484)		696
		Operating income				38,024		52,590		100,036		(104,484)		86,166
Interest expense						7,026		-		487		-		7,513
	Earnings from continuing operations before income taxes					30,998		52,590		99,549		(104,484)		78,653
Income tax expense						12,435		-		382		-		12,817
	Net earnings from continuing operations					18,563		52,590		99,167		(104,484)		65,836
	Net earnings from discontinued operations					-		-		-		-		-
		Net earnings and comprehensive income				18,563		52,590		99,167		(104,484)		65,836
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		47,273		-		47,273
	Net earnings from discontinued operations					-		-		-		-		-
		Total net earnings attributable to noncontrolling interests				-		-		47,273		-		47,273
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	18,563	$	52,590	$	51,894	$	(104,484)	$	18,563
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	18,563	$	52,590	$	51,894	$	(104,484)	$	18,563
	Discontinued operations, net of income tax					-		-		-		-		-
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	18,563	$	52,590	$	51,894	$	(104,484)	$	18,563

Consolidating Statement of Earnings and Comprehensive Income - For the Six Months Ended June 30, 2013 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	11,176	$	-	$	526,818	$	(8,591)	$	529,403
Operating expenses:
	Salaries and benefits					29,852		-		133,678		(230)		163,300
	Supply cost					-		-		77,160		-		77,160
	Other operating expenses					10,231		-		105,841		(8,361)		107,711
	Depreciation and amortization					1,532		-		14,737		-		16,269
		Total operating expenses				41,615		-		331,416		(8,591)		364,440
Gain on deconsolidation						2,237		2,237		-		(2,237)		2,237
Equity in earnings of unconsolidated affiliates						102,881		102,881		-		(204,664)		1,098
		Operating income				74,679		105,118		195,402		(206,901)		168,298
Interest expense						13,949		-		1,108		-		15,057
	Earnings from continuing operations before income taxes					60,730		105,118		194,294		(206,901)		153,241
Income tax expense						24,356		-		776		-		25,132
	Net earnings from continuing operations					36,374		105,118		193,518		(206,901)		128,109
	Net earnings from discontinued operations					-		-		-		-		-
		Net earnings				36,374		105,118		193,518		(206,901)		128,109
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		91,735		-		91,735
	Net earnings from discontinued operations					-		-		-		-		-
		Total net earnings attributable to noncontrolling interests				-		-		91,735		-		91,735
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	36,374	$	105,118	$	101,783	$	(206,901)	$	36,374
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	36,374	$	105,118	$	101,783	$	(206,901)	$	36,374
	Discontinued operations, net of income tax					-		-		-		-		-
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	36,374	$	105,118	$	101,783	$	(206,901)	$	36,374

16

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended June 30, 2012 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	4,500	$	-	$	229,635	$	(3,809)	$	230,326
Operating expenses:
	Salaries and benefits					12,445		-		58,245		(86)		70,604
	Supply cost					-		-		33,029		-		33,029
	Other operating expenses					5,118		-		47,003		(3,723)		48,398
	Depreciation and amortization					688		-		6,741		-		7,429
		Total operating expenses				18,251		-		145,018		(3,809)		159,460
Gain on deconsolidation						-		-		-		-		-
Equity in earnings of unconsolidated affiliates						44,336		44,336		-		(88,356)		316
		Operating income				30,585		44,336		84,617		(88,356)		71,182
Interest expense						3,573		-		585		-		4,158
	Earnings from continuing operations before income taxes					27,012		44,336		84,032		(88,356)		67,024
Income tax expense						10,737		-		425		-		11,162
	Net earnings from continuing operations					16,275		44,336		83,607		(88,356)		55,862
	Net earnings (loss) from discontinued operations					(739)		-		422		-		(317)
		Net earnings and comprehensive income				15,536		44,336		84,029		(88,356)		55,545
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		39,802		-		39,802
	Net earnings from discontinued operations					-		-		207		-		207
		Total net earnings attributable to noncontrolling interests				-		-		40,009		-		40,009
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	15,536	$	44,336	$	44,020	$	(88,356)	$	15,536
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	16,275	$	44,336	$	43,805	$	(88,356)	$	16,060
	Discontinued operations, net of income tax					(739)		-		215		-		(524)
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	15,536	$	44,336	$	44,020	$	(88,356)	$	15,536

Consolidating Statement of Earnings and Comprehensive Income - For the Six Months Ended June 30, 2012 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	9,645	$	-	$	456,867	$	(7,287)	$	459,225
Operating expenses:
	Salaries and benefits					26,599		-		116,293		(173)		142,719
	Supply cost					-		-		65,126		-		65,126
	Other operating expenses					9,859		-		92,785		(7,114)		95,530
	Depreciation and amortization					1,345		-		13,425		-		14,770
		Total operating expenses				37,803		-		287,629		(7,287)		318,145
Gain on deconsolidation						-		-		-		-		-
Equity in earnings of unconsolidated affiliates						88,579		88,579		-		(176,447)		711
		Operating income				60,421		88,579		169,238		(176,447)		141,791
Interest expense						7,282		-		1,143		-		8,425
	Earnings from continuing operations before income taxes					53,139		88,579		168,095		(176,447)		133,366
Income tax expense						21,133		-		845		-		21,978
	Net earnings from continuing operations					32,006		88,579		167,250		(176,447)		111,388
	Net earnings (loss) from discontinued operations					(1,694)		-		790		-		(904)
		Net earnings				30,312		88,579		168,040		(176,447)		110,484
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		79,774		-		79,774
	Net earnings from discontinued operations					-		-		398		-		398
		Total net earnings attributable to noncontrolling interests				-		-		80,172		-		80,172
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	30,312	$	88,579	$	87,868	$	(176,447)	$	30,312
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	32,006	$	88,579	$	87,476	$	(176,447)	$	31,614
	Discontinued operations, net of income tax					(1,694)		-		392		-		(1,302)
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	30,312	$	88,579	$	87,868	$	(176,447)	$	30,312

17

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2013 (In thousands)
			Parent		Guarantor		Non-Guarantor		Consolidating		Total
			Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Cash flows from operating activities:
		Net cash flows provided by (used in) operating activities	$	32,189	$	102,630	$	205,224	$	(187,493)	$	152,550
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions			-		(18,424)		-		78		(18,346)
	Acquisition of property and equipment			(1,189)		-		(11,283)		-		(12,472)
	Other			-		55		-		-		55
		Net cash flows used in investing activities		(1,189)		(18,369)		(11,283)		78		(30,763)
Cash flows from financing activities:
	Proceeds from long-term borrowings			66,700		-		4,222		-		70,922
	Repayment on long-term borrowings			(89,224)		-		(6,998)		-		(96,222)
	Distributions to owners, including noncontrolling interests			-		(84,863)		(194,156)		187,493		(91,526)
	Changes in intercompany balances with affiliates, net			1,431		-		(1,431)		-		-
	Other financing activities, net			(12,371)		602		411		(78)		(11,436)
		Net cash flows provided by (used in) financing activities		(33,464)		(84,261)		(197,952)		187,415		(128,262)
Net increase (decrease) in cash and cash equivalents				(2,464)		-		(4,011)		-		(6,475)
Cash and cash equivalents, beginning of period				7,259		-		39,139		-		46,398
Cash and cash equivalents, end of period			$	4,795	$	-	$	35,128	$	-	$	39,923

Consolidating Statement of Cash Flows - For the Six Months Ended June 30, 2012 (In thousands)
			Parent		Guarantor		Non-Guarantor		Consolidating		Total
			Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Cash flows from operating activities:
		Net cash flows provided by (used in) operating activities	$	35,844	$	91,782	$	175,182	$	(159,184)	$	143,624
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions			-		(10,040)		-		68		(9,972)
	Acquisition of property and equipment			(1,391)		-		(13,178)		-		(14,569)
	Other			-		-		-		-		-
		Net cash flows used in investing activities		(1,391)		(10,040)		(13,178)		68		(24,541)
Cash flows from financing activities:
	Proceeds from long-term borrowings			32,000		-		1,378		-		33,378
	Repayment on long-term borrowings			(67,000)		-		(5,517)		-		(72,517)
	Distributions to owners, including noncontrolling interests			-		(82,801)		(159,142)		159,184		(82,759)
	Changes in intercompany balances with affiliates, net			(1,195)		-		1,195		-		-
	Other financing activities, net			(1,773)		1,059		528		(68)		(254)
		Net cash flows provided by (used in) financing activities		(37,968)		(81,742)		(161,558)		159,116		(122,152)
Net increase (decrease) in cash and cash equivalents				(3,515)		-		446		-		(3,069)
Cash and cash equivalents, beginning of period				8,530		-		32,188		-		40,718
Cash and cash equivalents, end of period			$	5,015	$	-	$	32,634	$	-	$	37,649

(14)  Subsequent Events

The Company assessed events occurring subsequent to June 30, 2013 for potential recognition and disclosure in the unaudited consolidated financial statements.  In August 2013, the Company, through a wholly owned subsidiary, acquired a majority interest in a surgery center for a purchase price of approximately $26,900,000.  Other than as previously described, no events have occurred that would require adjustment to or disclosure in the unaudited consolidated financial statements.

18

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

Forward-Looking Statements                                                                        

This report contains certain forward-looking statements (all statements other than with respect to historical fact) within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby.  Investors are cautioned that all forward-looking statements involve known and unknown risks and uncertainties including, without limitation, those described in this report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and listed below in this report, some of which are beyond our control.  Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate.  Therefore there can be no assurance that the forward-looking statements included in this report will prove to be accurate.  Actual results could differ materially and adversely from those contemplated by any forward-looking statement.  In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.  We undertake no obligation to publicly release any revisions to any forward-looking statements in this discussion to reflect events and circumstances occurring after the date hereof or to reflect unanticipated events.

Forward-looking statements and our liquidity, financial condition and results of operations, may be affected by the following risks and uncertainties and the other risks and uncertainties discussed in this report, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 under “Item 1A. – Risk Factors”, as well as other unknown risks and uncertainties:

·the risk that payments from third-party payors, including government healthcare programs, may decrease or not increase as our costs increase;

·adverse developments affecting the medical practices of our physician partners;

·our ability to maintain favorable relations with our physician partners;

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

·our ability to acquire and develop additional surgery centers on favorable terms;

·our ability to grow revenues by increasing procedure volume while maintaining operating margins and profitability at our existing centers;

·our ability to manage the growth in our business;

·our ability to obtain sufficient capital resources to complete acquisitions and develop new surgery centers;

·our ability to generate sufficient cash flow to service our indebtedness;

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

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

·our failure to comply with applicable laws and regulations;

·the risk of changes in legislation, regulations or regulatory interpretations that may negatively affect us;

·the risk of becoming subject to federal and state investigation;

·uncertainties regarding the impact of the Health Reform Law;

·the risk of regulatory changes that may obligate us to buy out the ownership interests of physicians who are minority owners of our surgery centers;

·potential liabilities associated with our status as a general partner of limited partnerships;

·liabilities for claims brought against our facilities;

·our legal responsibility to minority owners of our surgery centers, which may conflict with our interests and prevent us from acting solely in our best interests;

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

·potential liabilities relating to the tax deductibility of goodwill.

19

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

Overview

We acquire, develop and operate ambulatory surgery centers, or centers or ASCs, in partnership with physicians.  As of June 30, 2013, we had 243 operating ASCs, of which we owned a majority interest (primarily 51%) in 236 ASCs and owned a minority interest in seven ASCs (three of which are consolidated). The following table presents the number of procedures performed at our continuing centers and changes in the number of ASCs in operation, under development and under letter of intent for the three and six months ended June 30, 2013 and 2012.  An ASC is deemed to be under development when a limited partnership or limited liability company has been formed with the physician partners to develop the ASC.

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2013	2012	2013	2012
Procedures	418,952	382,587	813,265	762,041
Continuing centers in operation, end of period (consolidated)	239	224	239	224
Continuing centers in operation, end of period (unconsolidated)	4	2	4	2
Average number of continuing centers in operation, during period	238	223	238	223
New centers added during period	2	1	2	2
Centers discontinued during period	-	-	-	2
Centers under letter of intent, end of period	5	7	5	7

Of the continuing centers in operation at June 30, 2013, 151 centers performed gastrointestinal endoscopy procedures, 49 centers performed procedures in multiple specialties, 36 centers performed ophthalmology procedures and seven centers performed orthopedic procedures.  We intend to expand primarily through the acquisition and development of additional ASCs and through future same-center growth.  During the six months ended June 30, 2013, we experienced a same-center revenue decline of 1% primarily due to one less working day during the six months ended June 30, 2013 compared to the same 2012 period.  We expect a 0% to 1% increase in our same-center revenue for 2013, which reflects positive rate adjustments from CMS in 2013 but is offset by a statutory decrease in reimbursement for procedures associated with worker’s compensation claims at our centers in California.  Our same-center revenue guidance also reflects the expected impact of sequestration.  Our growth strategy includes the acquisition and development of additional surgery centers, which on an annual basis we expect would generate additional operating income of $25 million to $29 million.  We anticipate that because the majority of these acquisitions will occur in the latter part of 2013, their contribution to our 2013 operating income would not be significant. 

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

Sources of Revenues

Our revenues are derived from facility fees charged for surgical procedures performed in our surgery centers and, at certain of our surgery centers (primarily centers that perform gastrointestinal endoscopy procedures), charges for anesthesia services provided by medical professionals employed or contracted by our centers.  These fees vary depending on the procedure, but usually include all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications.  Facility fees do not include professional fees charged by the physicians that perform the surgical procedures.  Revenue is recorded at the time of the patient encounter and billings for such procedures are made on or about that same date. At the majority of our centers, it is our policy to collect patient co-payments and deductibles at the time the surgery is performed. Our revenues are recorded net of estimated contractual adjustments from third-party medical service payors. Our billing and accounting systems provide us historical trends of the surgery centers’ cash collections and contractual write-offs, accounts receivable agings and established fee adjustments from third-party payors. These estimates are recorded and monitored monthly for each of our surgery centers as revenue is recognized. Our ability to accurately estimate contractual adjustments is dependent upon and supported by the fact that our surgery centers perform and bill for limited types of procedures, the range of reimbursement for those procedures within each surgery center specialty is very narrow and payments are typically received within 15 to 45 days of billing. These estimates are not, however, established from billing system generated contractual adjustments based on fee schedules for the patient’s insurance plan for each patient encounter.

ASCs depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for substantially all of the services rendered to patients.  We derived approximately 25% and 28% of our revenues in the six months ended June 30, 2013 and 2012, respectively, from governmental healthcare programs, primarily Medicare and managed Medicare programs, and the remainder from a wide mix of commercial payors and patient co-pays and deductibles.  The Medicare program currently pays ASCs in accordance with predetermined fee schedules.  Our surgery centers are not required to file cost reports and, accordingly, we have no unsettled amounts from governmental third-party payors.

20

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

ASCs are paid based upon a percentage of the payments to hospital outpatient departments pursuant to the hospital outpatient prospective patient system and reimbursement rates for ASCs are increased annually based on increases in the consumer price index, or CPI.  Effective for fiscal year 2011 and subsequent years, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, or the Health Reform Law, provides for the annual CPI increases applicable to ASCs to be reduced by a productivity adjustment, which is based on historical nationwide productivity gains.  In 2012, reimbursement rates increased by 1.6%, which positively impacted our 2012 revenues by approximately $5.0 million and our net earnings per share by $0.05.  The reimbursement rates for 2013 reflect a 0.6% net increase, which we estimate will positively impact our 2013 revenue by approximately $2.5 million and our 2013 earnings per share by $0.02.  There can be no assurance that CMS will not revise the ASC payment system, or that any annual CPI increases will be material.  We estimate that preliminary reimbursement rates for 2014 recently announced by CMS, which are subject to final approval in November 2013, would positively impact our 2014 revenue by approximately $6.0 million.

The Budget Control Act of 2011, or BCA, requires automatic spending reductions of $1.2 trillion for federal fiscal years 2013 through 2021, minus any deficit reductions enacted by Congress and debt service costs. The percentage reduction for Medicare may not be more than 2% for a fiscal year, with a uniform percentage reduction across all Medicare programs. These BCA-mandated spending cuts are commonly referred to as "sequestration." Sequestration began on March 1, 2013, and CMS imposed a 2% reduction on Medicare claims as of April 1, 2013. Unless Congress and the President take action and reach an agreement to change the law, federal spending will be subject to sequestration until the end of federal fiscal year 2021. The full impact of sequestration on our operations is uncertain. We cannot predict with certainty what other deficit reduction initiatives may be proposed by Congress or whether Congress will attempt to restructure or suspend sequestration.  We estimate that the imposed spending reductions will reduce our 2013 revenue and net earnings per share by approximately $5.0 million and $0.05, respectively. 

In September 2012, the State of California enacted legislation that reduced the reimbursement rate beginning in 2013 for patients receiving care through the state’s workers’ compensation program.  We estimate that the reduced rates will negatively impact our 2013 earnings per share by approximately $0.06. 

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

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

Health insurance market reforms that expand insurance coverage may result in an increased volume for certain procedures at our centers.  However, many of the provisions of the Health Reform Law will not become effective until 2014 or later, and the provisions may be amended, repealed or delayed or their impact could be offset by reductions in reimbursement under the Medicare program.  For example, as a result of a ruling by the United States Supreme Court, states may now choose not to implement the Medicaid expansion provisions of the law without losing existing federal Medicaid funding as originally prescribed by the Health Reform Law.  It is unclear how many states will decline to implement the Medicaid expansion and what the resulting impact will be on the number of uninsured individuals.  Further, on July 2, 2013, the President announced that the employer mandate, which requires firms with 50 or more full-time employees to offer health insurance or pay fines, will be delayed until January 1, 2015. 

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

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

We expect value-based purchasing programs, including programs that condition reimbursement on patient outcome measures, to become more common and to involve a higher percentage of reimbursement amounts. CMS has promulgated three national coverage determinations that prevent

21

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

Medicare from paying for certain serious, preventable medical errors performed in any healthcare facility, such as surgery performed on the wrong patient or the wrong site.  Several commercial payors also do not reimburse providers for certain preventable adverse events.  CMS established a quality reporting program for ASCs under which ASCs that fail to report on five quality measures will receive a 2% reduction in reimbursement for calendar year 2014.  We have implemented programs and procedures at each of our centers to comply with the quality reporting program prescribed by CMS.  Further, as required by the Health Reform Law, HHS reported to Congress on its plan for implementing a value-based purchasing program for ASCs that would tie Medicare payments to quality and efficiency measures.  The Health Reform Law also requires HHS to study whether to expand to ASCs its current policy of not paying additional amounts for care provided to treat conditions acquired during an inpatient hospital stay.

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

Critical Accounting Policies

A summary of significant accounting policies is disclosed in our 2012 Annual Report on Form 10-K.  Our critical accounting policies are further described under the caption “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2012 Annual Report on Form 10-K.  There have been no changes in the nature of our critical accounting policies or the application of those policies since December 31, 2012.

Results of Operations

Our revenues are directly related to the number of procedures performed at our centers.  Our overall growth in procedure volume is impacted directly by the increase in the number of surgery centers in operation and the growth in procedure volume at existing centers.  We increase our number of surgery centers through both acquisitions and developments.  Procedure growth at an existing center may result from additional contracts entered into with third-party payors, increased market share of our physician partners, additional physicians utilizing the center and/or scheduling and operating efficiencies gained at the surgery center.  A significant measurement of how much our revenues grow from year to year for existing centers is our same-center revenue percentage.  We define our same-center group each year as those centers that contain full year-to-date operations in both comparable reporting periods, including the expansion of the number of operating centers associated with a limited partnership or limited liability company.  Revenues of our 2013 same-center group, comprised of 222 centers and constituting approximately 91% of our total number of centers, was flat and declined by 1% during the three and six months ended June 30, 2013, respectively. We expect to have a 0% to 1% increase in our same-center revenue for 2013, which reflects positive rate adjustments from CMS in 2013, but is offset by 1% due to a statutory decrease in reimbursement for procedures associated with worker’s compensation claims at our centers in California.  In addition, the impact of sequestration effective April 1, 2013 is reflected in our 2013 same-center guidance.

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

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

Accordingly, the effective tax rate on pre-tax earnings as presented has been reduced to approximately 16.4%.  However, the effective tax rate based on pre-tax earnings attributable to AmSurg Corp. common shareholders, on an annual basis, will remain near the historical percentage of 40%.  We file a consolidated federal income tax return and numerous state income tax returns with varying tax rates.  Our income tax expense reflects the blending of these rates.

Our interest expense results primarily from our borrowings used to fund acquisition and development activity, as well as interest incurred on capital leases.

22

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

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

The following table shows certain statement of earnings items expressed as a percentage of revenues for the three and six months ended June 30, 2013 and 2012:

			Three Months Ended		Six Months Ended
			June 30,		June 30,
			2013	2012	2013	2012
Revenues			100.0%	100.0%	100.0%	100.0%
Operating expenses:
	Salaries and benefits		30.4	30.7	30.8	31.1
	Supply cost		14.7	14.3	14.6	14.2
	Other operating expenses		20.2	21.0	20.3	20.8
	Depreciation and amortization		3.0	3.2	3.1	3.2
		Total operating expenses	68.3	69.2	68.8	69.3
Gain on deconsolidation			-	-	0.4	-
Equity in earnings of unconsolidated affiliates			0.3	0.1	0.2	0.2
		Operating income	32.0	30.9	31.8	30.9
Interest expense			2.8	1.8	2.9	1.8
	Earnings from continuing operations before income taxes		29.2	29.1	28.9	29.1
Income tax expense			4.8	4.9	4.7	4.8
	Net earnings from continuing operations, net of income tax		24.4	24.2	24.2	24.3
Discontinued operations:
	Earnings from operations of discontinued interests in surgery centers,
		net of income tax expense	-	0.2	-	0.1
	Loss on disposal of discontinued interests in surgery centers,
		net of income tax expense	-	(0.3)	-	(0.3)
		Net loss from discontinued operations	-	(0.1)	-	(0.2)
		Net earnings	24.4	24.1	24.2	24.1
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations		17.5	17.3	17.3	17.4
	Net earnings from discontinued operations		-	0.1	-	0.1
		Total net earnings attributable to noncontrolling interests	17.5	17.4	17.3	17.5
		Net earnings attributable to AmSurg Corp. common shareholders	6.9%	6.7%	6.9%	6.6%
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax		6.9%	7.0%	6.9%	6.9%
	Discontinued operations, net of income tax		-	(0.3)	-	(0.3)
		Net earnings attributable to AmSurg Corp. common shareholders	6.9%	6.7%	6.9%	6.6%

The number of procedures performed in our ASCs increased by 36,365, or 10%, to 418,952, and 51,224, or 7%, to 813,265 in the three and six months ended June 30, 2013, respectively, from 382,587 and 762,041 in the comparable 2012 periods.  Revenues increased $39.0 million, or 17%, to $269.3 million and $70.2 million, or 15%, to $529.4 million in the three and six months ended June 30, 2013, respectively, from $230.3 million and $459.2 million in the comparable 2012 periods.  Our procedure and revenue growth is primarily attributable to the following:

·centers acquired or opened in 2012, which contributed $38.5 million and $74.8 million of additional revenues in the three and six months ended June 30, 2013, respectively, due to having a full period of operations in 2013;

·centers acquired in 2013, which generated $1.3 million in revenues during the three and six months ended June 30, 2013, respectively; and

·a decline of $5.1 million in our revenue for the six months ended June 30, 2013 recognized by our 2013 same-center group,  primarily as a result of one less working day during the six months ended June 30, 2013 over the comparable 2012 period, the impact of sequestration and the reduction in workers’ compensation reimbursement from the State of California.

23

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

The percentage increase in revenues in excess of the percentage increase in procedures is due primarily to the centers acquired in the latter half of 2012, the majority of which are multi-specialty centers which have a higher average net revenue per procedure than the mix of centers we operated during the three and six months ended June 30, 2012.

Salaries and benefits increased by 16% and 14% to $81.7 million and $163.3 million in the three and six months ended June 30, 2013, respectively, from $70.6 million and $142.7 million in the comparable 2012 periods.  Salaries and benefits as a percentage of revenues decreased by 30 basis points in the three and six months ended June 30, 2013, respectively, compared to June 30, 2012, primarily due to the centers acquired in the latter half of 2012, which operate with lower staffing costs as a percentage of revenue than the centers owned in 2012.  Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers, resulted in a 16% and 15% increase in salaries and benefits at our surgery centers in the three and six months ended June 30, 2013, respectively.  Furthermore, we experienced a 16% and 12% increase in salaries and benefits at our corporate offices during the three and six months ended June 30, 2013, over the comparable 2012 periods, due to additional equity compensation expense, additional staff employed to manage the additional centers added and the impact of annual salary adjustments.

Supply cost was $39.5 million and $77.2 million in the three and six months ended June 30, 2013, respectively, an increase of $6.5 million and $12.0 million, or 20% and 19%, respectively, over supply cost in the comparable 2012 periods.  The increase was primarily the result of additional procedure volume and an increase in our average supply cost per procedure of 11% in the six months ended June 30, 2013.  The increase in our average supply cost per procedure is a result of the acquisition of nine multi-specialty centers in the latter part of 2012, which generally have higher supply cost per procedure than single specialty centers.

Other operating expenses increased $6.1 million, or 13%, and $12.2 million, or 13%, to $54.5 million and $107.7 million in the three and six months ended June 30, 2013, respectively, from $48.4 million and $95.5 million in the comparable 2012 periods.  The additional expense in the 2013 period resulted primarily from:

·centers acquired or opened during 2012, which resulted in an increase of $6.0 million and $12.3 million in other operating expenses in the three and six months ended June 30, 2013, respectively;

·centers acquired in 2013, which resulted in an increase of $300,000 in other operating expenses in the three and six months ended June 30, 2013; and

·a decrease of $440,000 and $740,000 in other operating expenses at our 2013 same-center group in the three and six months ended June 30, 2013, respectively.

Depreciation and amortization expense increased $800,000, or 10%, and $1.5 million, or 10%, in the three and six months ended June 30, 2013, respectively, primarily as a result of centers acquired during 2012 and 2013.

We anticipate further increases in operating expenses in 2013, primarily due to additional acquired centers.

During the six months ended June 30, 2013, we contributed a controlling interest in one center in exchange for a noncontrolling interest in an entity that, after the completion of the transaction, controls the contributed center and one additional center.  As a result of the transaction, we recognized a gain on deconsolidation of approximately $2.2 million.  Such gain was determined based on the difference between the fair value of our noncontrolling interest in the new entity and the carrying value of both the tangible and intangible assets of the contributed center immediately prior to the transaction. 

Interest expense increased $3.4 million, or 81%, in the three months ended June 30, 2013, and $6.6 million, or 79%, in the six months ended June 30, 2013, to $7.5 million and $15.1 million in the three and six months ended June 30, 2013, respectively, from $4.2 million and $8.4 million in the comparable periods in 2012, primarily due to to the issuance in November 2012 of $250.0 million aggregate principal amount of 5.625% senior unsecured notes and a 2% interest rate increase effective November 2012 for our senior secured notes.  The impact of higher interest rates on our senior unsecured notes and senior secured notes was mitigated in part by an amendment to our revolving credit agreement, which lowered the interest rate under our credit agreement by approximately 25 basis points effective June 2012.  We further amended our revolving credit agreement in June 2013 to extend the maturity date an additional year and to reduce the interest rate.  Although the amendment had little impact on our interest expense for the three and six months ended June 30, 2013, we expect prospectively that the interest rate under our credit agreement will be reduced by approximately 25 to 50 basis points, depending on our leverage ratio.  See “— Liquidity and Capital Resources.”

We recognized income tax expense of $12.8 million and $25.1 million in the three and six months ended June 30, 2013, respectively, compared to $11.2 million and $22.0 million in the comparable 2012 periods.  Our effective tax rate in 2013 was 16.4% of earnings from continuing operations before income taxes.  This differs from the federal statutory income tax rate of 35.0% primarily due to the exclusion of the noncontrolling interests’ share of pre-tax earnings and the impact of state income taxes.  Because we deduct goodwill amortization for tax purposes only, more than 60% of our income tax expense is deferred and our deferred tax liability continues to increase, which would only be due in part or in whole upon the disposition of a portion or all of our surgery centers.

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

24

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

and six months ended June 30, 2012, respectively.  The net earnings derived from the operations of the discontinued surgery centers was $343,000 and $649,000 during the three and six months ended June 30, 2012.

Noncontrolling interests in net earnings for the three and six months ended June 30, 2013 increased $7.3 million, or 18%, and $11.6 million, or 14%, from the comparable 2012 periods, primarily as a result of noncontrolling interests in earnings at surgery centers recently added to operations.  As a percentage of revenues, noncontrolling interests increased from the comparable 2012 periods to 17.5% from 17.4%, and decreased to 17.3% from 17.5% in the three and six months ended June 30, 2013, respectively, as a result of the Company’s higher ownership percentage in centers acquired in the prior year.  The net earnings from discontinued operations attributable to noncontrolling interests was $207,000 and $398,000 during the three and six months ended June 30, 2012, respectively.

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2013 and 2012 were $39.9 million and $37.6million, respectively.  At June 30, 2013, we had working capital of $118.1 million, compared to $107.8 million at December 31, 2012.  Operating activities for the six months ended June 30, 2013 generated $152.6 million in cash flow from operations, compared to $143.6 million in the six months ended June 30, 2012.  The increase in operating cash flow resulted primarily from higher net earnings in the 2013 period over the comparable 2012 period and a reduction in taxes paid in 2013 over 2012 due to additional goodwill amortization as a result of centers acquired in the latter half of 2012.  Positive operating cash flows of individual centers are the sole source of cash used to make distributions to our wholly-owned subsidiaries, as well as to our physician partners, which we are obligated to make on a monthly basis in accordance with each partnership’s partnership or operating agreement.  Distributions to noncontrolling interests, which is considered a financing activity, in the six months ended June 30, 2013 and 2012 were $91.5 million and $82.8 million, respectively.  Distributions to noncontrolling interests increased $8.7 million, primarily as a result of additional centers in operation.

The principal source of our operating cash flow is the collection of accounts receivable from governmental payors, commercial payors and individuals.  Each of our surgery centers bills for services as delivered, usually within a few days following the date of the procedure.  Generally, unpaid amounts that are 30 days past due are rebilled based on a standard set of procedures.  If amounts remain uncollected after 60 days, our surgery centers proceed with a series of late-notice notifications until amounts are either collected, contractually written off in accordance with contracted rates or determined to be uncollectible, typically after 90 to 120 days.  Receivables determined to be uncollectible are written off and such amounts are applied to our estimate of allowance for bad debts as previously established in accordance with our policy for bad debt expense.  The amount of actual write-offs of account balances for each of our surgery centers is continuously compared to established allowances for bad debt to ensure thatsuch allowances are adequate.  At June 30, 2013 and 2012, our net accounts receivable represented 36 and 34 days of revenue outstanding, respectively.  The increase in our days outstanding is primarily due to the addition of nine multi-specialty centers during the latter half of 2012, which typically experience slightly longer collection cycles than single-specialty centers.

During the six months ended June 30, 2013, we had total acquisition and capital expenditures of $30.8million, which included:

·$18.3 million for the acquisition of interests in ASCs and related transactions; and

·$12.5 million for new or replacement property at existing centers including $32,000 in new capital leases.

At June 30, 2013, we had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $5.6 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by our partners.  During the six months ended June 30, 2013, we received $273,000 in capital contributions by our partners.

At December 31, 2012, we had a contingent purchase price obligation of $2.7 million related to our acquisition of 17 centers from National Surgical Care, Inc. (“NSC”) on September 1, 2011.  During the six months ended June 30, 2013, we paid $2.7 million to NSC as final settlement of such obligation.

On June 29, 2012, we amended our revolving credit agreement which we utilize to, among other things, finance our acquisition and development projects and stock repurchase programs.  As a result of the amendment, the availability under the credit agreement was increased $25.0 million to $475.0 million, the maturity date was extended and our interest rate spreads on our LIBOR option was reduced.  On November 7, 2012 we further amended our revolving credit agreement and amended the note purchase agreement relating to our senior secured notes to allow for our issuance of the senior unsecured notes (discussed below) and revise certain existing covenants. In connection with the amendment of the note purchase agreement relating to our senior secured notes, the interest rate on our senior secured notes increased to 8.04% from 6.04%.  On June 14, 2013, we further amended our revolving credit agreement to adjust the interest rate spreads and extend the maturity date by one year from June 2017 to June 2018; and the interest rate spread on our LIBOR option was reduced to LIBOR plus 1.25% to 2.0% from LIBOR plus 1.50% to 2.25%.  At June 30, 2013, we had $215.0 million available under our revolving credit agreement.

On November 20, 2012, we completed a private offering of $250.0 million aggregate principle amount of 5.625% senior unsecured notes due 2020.  The net proceeds from the issuance of the senior unsecured notes were used to pay down a portion of the outstanding obligations on our credit facility.  The senior unsecured notes are pari passu in right of payment with our existing and future senior debt and senior to our existing and future subordinated debt.  Interest accrues at the rate of 5.625% per annum and is payable semi-annually in arrears on May 30^th and November 30^th, through the maturity date on November 30, 2020. The senior unsecured notes contain certain covenants which, among other things, limit our ability to enter into or guarantee additional borrowing, sell preferred stock, pay dividends and repurchase stock, in each case subject to certain exceptions.

25

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

On May 2, 2013, the Company commenced an offer to exchange the outstanding Senior Unsecured Notes for an equal amount of such notes that are registered under the Securities Act of 1933, as amended.  The exchange offer was completed on May 31, 2013 and all holders of the Senior Unsecured Notes participated in the exchange. 

During the six months ended June 30, 2013, we had net repayments on long-term debt of $25.3 million.  At June 30, 2013, we had $260.0 million outstanding under our revolving credit agreement, $250.0 million outstanding pursuant to our senior unsecured notes and $75.0 million outstanding pursuant to our senior secured notes.  Our senior secured notes will begin to amortize in quarterly installments beginning in August 2013.  We were in compliance with all covenants contained in our revolving credit agreement, the note purchase agreement governing our senior secured notes and the indenture governing our senior unsecured notes. 

During the six months ended June 30, 2013, we received approximately $13.7 million from the exercise of stock options under our employee stock incentive plans.  The tax benefit received from the exercise of those options was approximately $1.2 million. 

On April 24, 2012, our Board of Directors approved a stock repurchase program for up to $40.0 million of our shares of common stock through November 1, 2013.  We intend to fund the purchase price for shares acquired under the plan using cash generated from the proceeds received when employees exercise stock options, cash generated from our operations or borrowings under our revolving credit facility.  During the six months ended June 30, 2013, we repurchased 699,659 shares for $23.3 million in order to mitigate the dilutive effect of shares issued pursuant to stock option exercises during the recent quarters.  As of June 30, 2013, there was approximately $6.4 million available under the stock repurchase program.  In addition, we repurchased 89,788 shares with a value of approximately $2.8 million to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements. 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk primarily from exposure to changes in interest rates based on our financing, investing and cash management activities.  We utilize a balanced mix of maturities along with both fixed rate and variable rate debt to manage our exposures to changes in interest rates.  Our variable debt instruments are primarily indexed to the prime rate or LIBOR.  Interest rate changes would result in gains or losses in the market value of our fixed rate debt portfolio due to differences in market interest rates and the rates at the inception of the debt agreements.  Based upon our indebtedness at June 30, 2013, a 100 basis point interest rate change would impact our net earnings and cash flow by approximately $1.6 million annually.  Although there can be no assurances that interest rates willnot change significantly, we do not expect changes in interest rates to have a material effect on our net earnings or cash flows in 2013.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management team, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of June 30, 2013.  Based on that evaluation, our chief executive officer (principal executive officer) and chief financial officer (principal accounting officer) have concluded that our disclosure controls and procedures are effective to allow timely decisions regarding disclosure of material information required to be included in our periodic reports.

Changes in Internal Control Over Financial Reporting

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

26

Part II

Item 1.        Legal Proceedings

                    Not applicable.

Item 1A.     Risk Factors

                    Not applicable.

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

Issuer Purchases of Equity Securities
							(d) Maximum Number
		(a) Total			(c) Total Number of		(or Approximate Dollar
		Number of		(b) Average	Shares (or Units)		Value) of Shares (or
		Shares		Price Paid	Purchased as Part of		Units) That May Yet
		(or Units)		per Share	Publicly Announced		Be Purchased Under
Period		Purchased		(or Unit)	Plans or Programs		the Plans or Programs
April 1, 2013 through
	April 30, 2013	-	$	-	-	$	15,786,894	(1)
May 1, 2013 through
	May 31, 2013	260,991		36.02	260,991		6,381,279	(1)
June 1, 2013 through
	June 30, 2013	-		-	-		6,381,279	(1)
	Total	260,991	$	36.02	260,991	$	6,381,279

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

Item 3.        Defaults Upon Senior Securities

                    Not applicable.

Item 4.        Mine Safety Disclosures

Not applicable.

Item 5.        Other Information

Not applicable.

27

Item 6.        Exhibits

Exhibits

10.1     Sixth Amendment to Revolving Credit Agreement and First Amendment to Subsidiary Guarantee Agreement, dated as of June 14, 2013, among AmSurg Corp., each of the wholly-owned subsidiaries of the Company a party thereto, the banks and other financial institutions from time to time party thereto, and SunTrust Bank, in its capacity as Administrative Agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 18, 2013).

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

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

32.1     Section 1350 Certification

101      Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets at June 30, 2013 and December 31, 2012, (ii) the Consolidated Statements of Earnings and Comprehensive Income for the three and six month periods ended June 30, 2013 and 2012, (iii) the Consolidated Statements of Changes in Equity for the six month periods ended June 30, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the six month periods ended June 30, 2013 and 2012 and (v) the notes to the Unaudited Consolidated Financial Statements for the three and six month periods ended June 30, 2013 and 2012.

28

Signature

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

	AMSURG CORP.
Date:  August 2, 2013
	By:	/s/ Claire M. Gulmi
		Claire M. Gulmi
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Duly Authorized Officer)

29