Amsurg (AMSG) 10-Q 2013 Q3 Quarterly report

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 September 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 October 31, 2013 there were outstanding 32,226,831 shares of the registrant’s Common Stock, no par value.

Table of Contents to Form 10-Q for the Nine Months Ended September 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

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

(In thousands)

				September 30,		December 31,
				2013		2012
Assets
Current assets:
	Cash and cash equivalents			$	45,503	$	46,398
	Accounts receivable, net of allowance of $26,537 and $22,379, respectively				104,285		96,752
	Supplies inventory				18,941		18,406
	Deferred income taxes				4,388		3,088
	Prepaid and other current assets				29,284		27,537
			Total current assets		202,401		192,181
Property and equipment, net					168,029		166,612
Investments in unconsolidated affiliates and long-term notes receivable					16,970		11,274
Goodwill					1,738,032		1,652,002
Intangible assets, net					22,149		22,517
			Total assets	$	2,147,581	$	2,044,586
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	21,369	$	17,407
	Accounts payable				22,469		23,509
	Accrued salaries and benefits				31,578		29,251
	Other accrued liabilities				14,101		14,246
			Total current liabilities		89,517		84,413
Long-term debt					599,386		620,705
Deferred income taxes					165,826		137,648
Other long-term liabilities					26,223		25,972
Commitments and contingencies
Noncontrolling interests – redeemable					175,335		175,382
Preferred stock, no par value, 5,000 shares authorized, no shares issued or outstanding					-		-
Equity:
	Common stock, no par value, 70,000 shares authorized, 32,154 and 31,941
		shares outstanding, respectively			180,824		183,867
	Retained earnings				558,766		505,621
			Total AmSurg Corp. equity		739,590		689,488
			Noncontrolling interests – non-redeemable		351,704		310,978
			Total equity		1,091,294		1,000,466
			Total liabilities and equity	$	2,147,581	$	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 Nine Months Ended September 30, 2013 and 2012

(In thousands, except earnings per share) 

					Three Months Ended				Nine Months Ended
					September 30,				September 30,
					2013		2012		2013		2012
Revenues					$	268,233	$	224,916	$	797,186	$	683,643
Operating expenses:
	Salaries and benefits					84,918		72,301		248,058		214,858
	Supply cost					38,357		31,400		115,408		96,397
	Other operating expenses					56,391		46,968		163,911		142,301
	Depreciation and amortization					8,398		7,590		24,651		22,345
				Total operating expenses		188,064		158,259		552,028		475,901
Gain on deconsolidation						-		-		2,237		-
Equity in earnings of unconsolidated affiliates						1,095		392		2,193		1,103
				Operating income		81,264		67,049		249,588		208,845
Interest expense						7,295		3,536		22,352		11,961
	Earnings from continuing operations before income taxes					73,969		63,513		227,236		196,884
Income tax expense						11,424		10,132		36,562		32,110
	Net earnings from continuing operations					62,545		53,381		190,674		164,774
Discontinued operations:
	Earnings (loss) from operations of discontinued interests in surgery centers,
		net of income tax				-		384		(20)		1,028
	Loss on disposal of discontinued interests in surgery centers,
		net of income tax				(278)		-		(278)		(1,553)
			Net (loss) earnings from discontinued operations			(278)		384		(298)		(525)
	Net earnings and comprehensive income					62,267		53,765		190,376		164,249
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					45,496		38,093		137,244		117,867
	Net earnings (loss) from discontinued operations					-		235		(13)		633
			Total net earnings attributable to noncontrolling interests			45,496		38,328		137,231		118,500
			Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders		$	16,771	$	15,437	$	53,145	$	45,749
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	17,049	$	15,288	$	53,430	$	46,907
	Discontinued operations, net of income tax					(278)		149		(285)		(1,158)
			Net earnings and comprehensive income attributable to AmSurg Corp. common shareholders		$	16,771	$	15,437	$	53,145	$	45,749
Earnings per share-basic:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.54	$	0.50	$	1.71	$	1.53
	Net loss from discontinued operations attributable to
		AmSurg Corp. common shareholders				(0.01)		-		(0.01)		(0.04)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.53	$	0.50	$	1.70	$	1.49
Earnings per share-diluted:
	Net earnings from continuing operations attributable to
		AmSurg Corp. common shareholders			$	0.53	$	0.48	$	1.67	$	1.49
	Net loss from discontinued operations attributable to								��
		AmSurg Corp. common shareholders				(0.01)		-		(0.01)		(0.04)
			Net earnings attributable to AmSurg Corp. common shareholders		$	0.52	$	0.49	$	1.67	$	1.45
Weighted average number of shares and share equivalents outstanding:
	Basic					31,376		30,819		31,267		30,727
	Diluted					31,991		31,697		31,912		31,558

See accompanying notes to the unaudited consolidated financial statements.

2

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Changes in Equity (unaudited)

Nine Months Ended September 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		(16)		-		-		-		-		-
	Stock options exercised		961		23,289		-		-		23,289		-
	Stock repurchased		(1,024)		(35,481)		-		-		(35,481)		-
	Share-based compensation		-		6,070		-		-		6,070		-
	Tax benefit related to exercise of stock options		-		4,847		-		-		4,847		-
	Net earnings		-		-		53,145		36,962		90,107		100,269	$	190,376
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		(36,301)		(36,301)		(100,504)
	Purchase of noncontrolling interest		-		(223)		-		(316)		(539)		(316)
	Sale of noncontrolling interest		-		(1,545)		-		2,327		782		634
	Acquisitions and other transactions
		impacting noncontrolling interests	-		-		-		38,371		38,371		-
	Disposals and other transactions
		impacting noncontrolling interests	-		-		-		(317)		(317)		(130)
Balance at September 30, 2013			32,154	$	180,824	$	558,766	$	351,704	$	1,091,294	$	175,335
Balance at January 1, 2012			31,284	$	173,187	$	443,058	$	132,222	$	748,467	$	170,636
	Issuance of restricted common stock		281		-		-		-		-		-
	Cancellation of restricted common stock		(2)				-		-		-		-
	Stock options exercised		580		11,928		-		-		11,928		-
	Stock repurchased		(464)		(13,101)		-		-		(13,101)		-
	Share-based compensation		-		5,119		-		-		5,119		-
	Tax benefit related to exercise of stock options		-		1,318		-		-		1,318		-
	Net earnings		-		-		45,749		18,578		64,327		99,922	$	164,249
	Distributions to noncontrolling
		interests, net of capital contributions	-		-		-		(20,192)		(20,192)		(102,804)
	Purchase of noncontrolling interest				166				(289)		(123)		(81)
	Sale of noncontrolling interest		-		(2,277)		-		3,555		1,278		-
	Acquisitions and other transactions
		impacting noncontrolling interests	-		-		-		2,212		2,212		7,038
	Disposals and other transactions
		impacting noncontrolling interests	-		(369)		-		-		(369)		176
Balance at September 30, 2012			31,679	$	175,971	$	488,807	$	136,086	$	800,864	$	174,887

See accompanying notes to the unaudited consolidated financial statements.

3

Item 1. Financial Statements – (continued)

AmSurg Corp.

Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended September 30, 2013 and 2012

(In thousands) 

							Nine Months Ended
							September 30,
							2013		2012
Cash flows from operating activities:
	Net earnings						$	190,376	$	164,249
	Adjustments to reconcile net earnings to net cash flows provided by
		operating activities:
			Depreciation and amortization					24,651		22,345
			Net loss on sale of long-lived assets					84		599
			Gain on deconsolidation					(2,237)		-
			Share-based compensation					6,070		5,119
			Excess tax benefit from share-based compensation					(1,890)		(1,268)
			Deferred income taxes					29,835		18,617
			Equity in earnings of unconsolidated affiliates					(2,193)		(1,103)
			Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and
				dispositions, due to changes in:
					Accounts receivable, net			(1,439)		4,831
					Supplies inventory			(338)		343
					Prepaid and other current assets			(1,001)		(325)
					Accounts payable			(2,823)		(2,775)
					Accrued expenses and other liabilities			6,820		3,510
					Other, net			3,018		1,970
						Net cash flows provided by operating activities		248,933		216,112
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions							(59,455)		(16,097)
	Acquisition of property and equipment							(20,711)		(20,800)
	Proceeds from sale of interests in surgery centers							151		-
	Other							107		-
						Net cash flows used in investing activities		(79,908)		(36,897)
Cash flows from financing activities:
	Proceeds from long-term borrowings							129,435		50,211
	Repayment on long-term borrowings							(151,676)		(111,139)
	Distributions to noncontrolling interests							(137,081)		(123,066)
	Proceeds from issuance of common stock upon exercise of stock options							23,289		11,928
	Repurchase of common stock							(35,481)		(13,101)
	Capital contributions and ownership transactions by noncontrolling interests							961		1,409
	Excess tax benefit from share-based compensation							1,890		1,268
	Financing cost incurred							(1,257)		(1,761)
						Net cash flows used in financing activities		(169,920)		(184,251)
Net decrease in cash and cash equivalents								(895)		(5,036)
Cash and cash equivalents, beginning of period								46,398		40,718
Cash and cash equivalents, end of period							$	45,503	$	35,682

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 has ownership interests of less than 51% in six limited partnerships and LLCs, three of which it consolidates as the Company has substantive participation rights and three 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 September 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 consolidated 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 consolidated 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 September 30, 2013 and December 31, 2012 reflect allowances for contractual adjustments of $279,936,000 and $216,363,000, respectively, and allowances for bad debt expense of $26,537,000 and $22,379,000, respectively.  The increase in the allowance for contractual adjustments as of September 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 $5,595,000 and $16,377,000 for the three and nine months ended September 30, 2013, respectively, and $4,992,000 and $14,894,000 for the three and nine months ended September 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 nine months ended September 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 the nine months ended September 30, 2013 and 2012, the Company, through a wholly owned subsidiary, acquired a controlling interest in four centers and three centers, respectively.  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 nine months ended September 30, 2013 and 2012 was approximately $59,455,000 and $16,097,000, 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. 

In conjunction with 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.  At  December 31, 2012, the Company had a contingent purchase price obligation of $2,744,000, which was paid during the nine months ended September 30, 2013 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 nine months ended September 30, 2013 and 2012 are as follows (in thousands):

		Nine Months Ended September 30,
		2013		2012
Accounts receivable		$	3,082	$	323
Supplies, inventory, prepaid and other current assets			1,801		143
Property and equipment			5,357		1,203
Goodwill			91,545		21,940
Other intangible assets			-		150
Accounts payable			(1,482)		(104)
Other accrued liabilities			(416)		(137)
Long-term debt			(2,561)		-
	Total fair value		97,326		23,518
	Less:  Fair value attributable to noncontrolling interests		38,123		9,250
	Acquisition date fair value of total consideration transferred	$	59,203	$	14,268

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 nine months ended September 30, 2013 and 2012, respectively, approximately $56,173,000 and $13,255,000 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 $285,000 and $128,000 in acquisition related costs, primarily attorney’s fees, for the nine months ended September 30, 2013 and 2012, respectively. 

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

		Nine Months Ended September 30,
		2013		2012
Revenues		$	6,422	$	1,979
Net earnings			1,922		623
Less:  Net earnings attributable to noncontrolling interests			1,081		329
	Net earnings attributable to AmSurg Corp. common shareholders	$	841	$	294

The unaudited consolidated pro forma results for the nine months ended September 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):

			Nine Months Ended September 30,
			2013		2012
Revenues			$	816,926	$	827,087
Net earnings				196,126		194,315
Amounts attributable to AmSurg Corp. common shareholders:
	Net earnings from continuing operations			55,253		57,258
	Net earnings			54,968		56,100
	Net earnings from continuing operations per common share:
		Basic	$	1.77	$	1.86
		Diluted	$	1.73	$	1.81
	Net earnings:
		Basic	$	1.76	$	1.83
		Diluted	$	1.72	$	1.78
	Weighted average number of shares and share equivalents:
		Basic		31,267		30,727
		Diluted		31,912		31,558

7

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

During the nine months ended September 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 provides 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%. Subsequent to the completion of this transaction the center contributed by the Company was merged into the acquired center.

(5)  Dispositions

During the nine months ended September 30, 2013 and 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 nine months ended September 30, 2013 and 2012 are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Cash proceeds from disposal	$	151	$	-	$	151	$	-
Net (loss) gain from discontinued operations		(278)		384		(298)		(525)
Net (loss) gain from discontinued operations attributable to AmSurg Corp.		(278)		149		(285)		(1,158)

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 nine months ended September 30, 2013 and 2012 are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Revenues	$	-	$	1,483	$	450	$	5,321
Earnings (loss) before income taxes		-		499		(26)		1,335
Net earnings (loss)		-		384		(20)		1,028

(6)  Goodwill and Intangible Assets

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

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2013		2012		2013		2012
Balance, beginning of period		$	1,675,235	$	1,240,422	$	1,652,002	$	1,229,298
Goodwill acquired, including post acquisition adjustments			62,895		10,029		88,248		21,940
Goodwill disposed, including impact of deconsolidation transaction			(98)		-		(2,218)		(787)
	Balance, end of period	$	1,738,032	$	1,250,451	$	1,738,032	$	1,250,451

8

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

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

		September 30, 2013						December 31, 2012
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Deferred financing cost		$	15,781	$	(4,490)	$	11,291	$	14,523	$	(3,029)	$	11,494
Agreements, contracts and other intangible assets			3,448		(2,415)		1,033		3,448		(2,250)		1,198
	Total amortizable intangible assets	$	19,229	$	(6,905)	$	12,324	$	17,971	$	(5,279)	$	12,692

Amortization of intangible assets for the three months ended September 30, 2013 and 2012 was $550,000 and $342,000, respectively, and for the nine months ended September 30, 2013 and 2012 was $1,626,000 and $988,000, respectively.  Estimated amortization of intangible assets for the remainder of 2013 and the following five years and thereafter is $590,000, $2,361,000, $2,360,000, $2,360,000, $2,110,000, $1,546,000 and $997,000, respectively.  The Company expects to recognize amortization of intangible assets over a weighted average period of 5.4 years.

At September 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 September 30, 2013 and December 31, 2012 was comprised of the following (in thousands):

		September 30,		December 31,
		2013		2012
Revolving credit agreement		$	266,000	$	279,780
Senior Unsecured Notes			250,000		250,000
Senior Secured Notes			72,321		75,000
Other debt			21,762		21,350
Capitalized lease arrangements			10,672		11,982
			620,755		638,112
Less current portion			21,369		17,407
	Long-term debt	$	599,386	$	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 September 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.  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.  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

9

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

right of payment with all the existing and future 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 September 30, 2013.

c.     Senior Secured Notes

The Company issued $75,000,000 principal amount of senior secured notes (the “Senior Secured Notes”) on May 28, 2010 pursuant to a note purchase agreement.  The Senior Secured Notes mature on 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 principal payments began 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 September 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 September 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):

		September 30,		December 31,
		2013		2012
Assets:
	Supplemental executive retirement savings plan investments - Level 2	$	12,477	$	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 nine months ended September 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 nine months ended September 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 $351,782,000, was $360,995,000 at September 30, 2013.  The fair value of variable rate long-term debt approximates its carrying value of $268,973,000 at September 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 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.  The Company completed this repurchase program in August 2013.  On August 9, 2013, the Board of Directors authorized a stock purchase program for up to $40,000,000 of the Company’s shares of common stock to be purchased through February 9, 2015.  As of September 30, 2013, there was approximately $37,600,000 available under the stock repurchase program.

During the nine months ended September 30, 2013, the Company purchased 920,851 shares of the Company’s common stock for approximately $32,169,000, at an average price of $34.91 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 nine months ended September 30, 2012, the Company purchased 415,084 shares of the Company’s common stock for approximately $11,838,000, at an average price of $28.50 per share.  In addition, during the nine months ended September 30, 2013, and September 30, 2012, the Company repurchased 102,252 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 September 30, 2013, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 895,816 shares were available for future equity grants, including 733,718 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 nine months ended September 30, 2013 and 2012 was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Share-based compensation expense	$	2,104	$	1,707	$	6,070	$	5,119
Fair value of shares vested		1,242		-		11,743		6,425
Cash received from option exercises		9,561		5,256		23,289		11,928
Tax benefit from option exercises		680		739		1,890		1,268

As of September 30, 2013, the Company had total unrecognized compensation cost of approximately $9,676,000 related to non-vested awards, which the Company expects to recognize through 2017 and over a weighted average period of 1.1 years.

Average outstanding share-based awards to purchase approximately 26,041 shares of common stock that had an exercise price in excess of the average market price of the common stock during the nine months ended September 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 September 30, 2013, there were no options that were anti-dilutive.

A summary of the status of non-vested restricted shares at September 30, 2013 and changes during the nine months ended September 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	(360,337)		21.55
	Shares forfeited	(16,343)		23.11
Non-vested shares at September 30, 2013		743,869	$	26.54

A summary of stock option activity for the nine months ended September 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 $23,289,000	(960,051)		24.26
Outstanding at September 30, 2013 with aggregate intrinsic value of $11,577,000		702,779	$	23.23	2.8
Vested at September 30, 2013 with aggregate intrinsic value of  $11,577,000		702,779	$	23.23	2.8
Exercisable at September 30, 2013 with aggregate intrinsic value of $11,577,000		702,779	$	23.23	2.8

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 September 30, 2013 exercised their options at the Company’s closing stock price on September 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 September 30,					Nine Months Ended September 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)	$	17,049	31,376	$	0.54	$	53,430	31,267	$	1.71
Effect of dilutive securities options
	and non-vested shares		-	615				-	645
Net earnings from continuing operations attributable
	to AmSurg Corp. per common share (diluted)	$	17,049	31,991	$	0.53	$	53,430	31,912	$	1.67
Net earnings attributable to AmSurg Corp.
	per common share (basic)	$	16,771	31,376	$	0.53	$	53,145	31,267	$	1.70
Effect of dilutive securities options
	and non-vested shares		-	615				-	645
Net earnings attributable to AmSurg Corp.
	per common  share (diluted)	$	16,771	31,991	$	0.52	$	53,145	31,912	$	1.67
2012:
Net earnings from continuing operations attributable
	to AmSurg Corp. per common share (basic)	$	15,288	30,819	$	0.50	$	46,907	30,727	$	1.53
Effect of dilutive securities options
	and non-vested shares		-	878				-	831
Net earnings from continuing operations attributable
	to AmSurg Corp. per common share (diluted)	$	15,288	31,697	$	0.48	$	46,907	31,558	$	1.49
Net earnings attributable to AmSurg Corp.
	per common share (basic)	$	15,437	30,819	$	0.50	$	45,749	30,727	$	1.49
Effect of dilutive securities options
	and non-vested shares		-	878				-	831
Net earnings attributable to AmSurg Corp.
	per common  share (diluted)	$	15,437	31,697	$	0.49	$	45,749	31,558	$	1.45

(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 2010.

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 September 30, 2013. 

(12)  Supplemental Cash Flow Information

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

		Nine Months Ended September 30,
		2013		2012
Cash paid during the period for:
	Interest	$	21,601	$	13,204
	Income taxes, net of refunds		7,444		16,778
Non-cash investing and financing activities:
	Increase in accounts payable associated with acquisition of property and equipment		539		958
	Capital lease obligations		120		168

(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)

Condensed Consolidating Balance Sheet - September 30, 2013 (In thousands)
						Guarantor		Non-Guarantor		Consolidating		Total
				Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Assets
Current assets:
	Cash and cash equivalents			$	4,261	$	-	$	41,242	$	-	$	45,503
	Accounts receivable, net				-		-		104,285		-		104,285
	Supplies inventory				13		-		18,928		-		18,941
	Deferred income taxes				4,388		-		-		-		4,388
	Prepaid and other current assets				21,324		-		11,990		(4,030)		29,284
		Total current assets			29,986		-		176,445		(4,030)		202,401
Property and equipment, net					10,101		-		157,928		-		168,029
Investments in unconsolidated affiliates and long-term notes receivable					1,470,124		1,440,558		-		(2,893,712)		16,970
Goodwill and other intangible assets, net					21,114		-		1,034		1,738,033		1,760,181
			Total assets	$	1,531,325	$	1,440,558	$	335,407	$	(1,159,709)	$	2,147,581
Liabilities and Equity
Current liabilities:
	Current portion of long-term debt			$	10,715	$	-	$	10,654	$	-	$	21,369
	Accounts payable				1,422		-		25,076		(4,029)		22,469
	Accrued liabilities				27,340		-		18,339		-		45,679
		Total current liabilities			39,477		-		54,069		(4,029)		89,517
Long-term debt					577,607		-		51,345		(29,566)		599,386
Deferred income taxes					165,826		-		-		-		165,826
Other long-term liabilities					8,825		-		17,398		-		26,223
Noncontrolling interests – redeemable					-		-		61,497		113,838		175,335
Equity:
		Total AmSurg Corp. equity			739,590		1,440,558		112,371		(1,552,929)		739,590
		Noncontrolling interests – non-redeemable			-		-		38,727		312,977		351,704
		Total equity			739,590		1,440,558		151,098		(1,239,952)		1,091,294
			Total liabilities and equity	$	1,531,325	$	1,440,558	$	335,407	$	(1,159,709)	$	2,147,581

Condensed Consolidating Balance Sheet - December 31, 2012 (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)

Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended September 30, 2013 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	6,273	$	-	$	266,241	$	(4,281)	$	268,233
Operating expenses:
	Salaries and benefits					16,088		-		68,948		(118)		84,918
	Supply cost					-		-		38,357		-		38,357
	Other operating expenses					5,537		-		55,017		(4,163)		56,391
	Depreciation and amortization					847		-		7,551		-		8,398
		Total operating expenses				22,472		-		169,873		(4,281)		188,064
Gain on deconsolidation						-		-		-		-		-
Equity in earnings of unconsolidated affiliates						50,969		50,969		-		(100,843)		1,095
		Operating income				34,770		50,969		96,368		(100,843)		81,264
Interest expense						6,711		-		584		-		7,295
	Earnings from continuing operations before income taxes					28,059		50,969		95,784		(100,843)		73,969
Income tax expense						11,010		-		414		-		11,424
	Net earnings from continuing operations					17,049		50,969		95,370		(100,843)		62,545
	Net loss from discontinued operations					(278)		-		-		-		(278)
		Net earnings and comprehensive income				16,771		50,969		95,370		(100,843)		62,267
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		45,496		-		45,496
	Net earnings from discontinued operations					-		-		-		-		-
		Total net earnings attributable to noncontrolling interests				-		-		45,496		-		45,496
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	16,771	$	50,969	$	49,874	$	(100,843)	$	16,771
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	17,049	$	50,969	$	49,874	$	(100,843)	$	17,049
	Discontinued operations, net of income tax					(278)		-		-		-		(278)
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	16,771	$	50,969	$	49,874	$	(100,843)	$	16,771

Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Nine Months Ended September 30, 2013 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	17,449	$	-	$	792,609	$	(12,872)	$	797,186
Operating expenses:
	Salaries and benefits					45,940		-		202,466		(348)		248,058
	Supply cost					-		-		115,408		-		115,408
	Other operating expenses					15,768		-		160,667		(12,524)		163,911
	Depreciation and amortization					2,379		-		22,272		-		24,651
		Total operating expenses				64,087		-		500,813		(12,872)		552,028
Gain on deconsolidation						2,237		2,237		-		(2,237)		2,237
Equity in earnings of unconsolidated affiliates						153,850		153,850		-		(305,507)		2,193
		Operating income				109,449		156,087		291,796		(307,744)		249,588
Interest expense						20,661		-		1,691		-		22,352
	Earnings from continuing operations before income taxes					88,788		156,087		290,105		(307,744)		227,236
Income tax expense						35,371		-		1,191		-		36,562
	Net earnings from continuing operations					53,417		156,087		288,914		(307,744)		190,674
	Net loss from discontinued operations					(272)		-		(26)		-		(298)
		Net earnings				53,145		156,087		288,888		(307,744)		190,376
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		137,244		-		137,244
	Net loss from discontinued operations					-		-		(13)		-		(13)
		Total net earnings attributable to noncontrolling interests				-		-		137,231		-		137,231
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	53,145	$	156,087	$	151,657	$	(307,744)	$	53,145
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	53,417	$	156,087	$	151,670	$	(307,744)	$	53,430
	Discontinued operations, net of income tax					(272)		-		(13)		-		(285)
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	53,145	$	156,087	$	151,657	$	(307,744)	$	53,145

16

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Three Months Ended September 30, 2012 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	5,171	$	-	$	223,459	$	(3,714)	$	224,916
Operating expenses:
	Salaries and benefits					14,140		-		58,247		(86)		72,301
	Supply cost					-		-		31,400		-		31,400
	Other operating expenses					4,335		-		46,261		(3,628)		46,968
	Depreciation and amortization					734		-		6,856		-		7,590
		Total operating expenses				19,209		-		142,764		(3,714)		158,259
Gain on deconsolidation						-		-		-		-		-
Equity in earnings of unconsolidated affiliates						42,339		42,339		-		(84,286)		392
		Operating income				28,301		42,339		80,695		(84,286)		67,049
Interest expense						3,089		-		447		-		3,536
	Earnings from continuing operations before income taxes					25,212		42,339		80,248		(84,286)		63,513
Income tax expense						9,687		-		445		-		10,132
	Net earnings from continuing operations					15,525		42,339		79,803		(84,286)		53,381
	Net (loss) earnings from discontinued operations					(88)		-		472		-		384
		Net earnings and comprehensive income				15,437		42,339		80,275		(84,286)		53,765
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		38,093		-		38,093
	Net earnings from discontinued operations					-		-		235		-		235
		Total net earnings attributable to noncontrolling interests				-		-		38,328		-		38,328
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	15,437	$	42,339	$	41,947	$	(84,286)	$	15,437
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	15,525	$	42,339	$	41,710	$	(84,286)	$	15,288
	Discontinued operations, net of income tax					(88)		-		237		-		149
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	15,437	$	42,339	$	41,947	$	(84,286)	$	15,437

Condensed Consolidating Statement of Earnings and Comprehensive Income - For the Nine Months Ended September 30, 2012 (In thousands)
							Guarantor		Non-Guarantor		Consolidating		Total
					Parent Issuer		Subsidiaries		Subsidiaries		Adjustments		Consolidated
Revenues					$	14,816	$	-	$	679,827	$	(11,000)	$	683,643
Operating expenses:
	Salaries and benefits					40,739		-		174,378		(259)		214,858
	Supply cost					-		-		96,397		-		96,397
	Other operating expenses					14,194		-		138,848		(10,741)		142,301
	Depreciation and amortization					2,079		-		20,266		-		22,345
		Total operating expenses				57,012		-		429,889		(11,000)		475,901
Gain on deconsolidation						-		-		-		-		-
Equity in earnings of unconsolidated affiliates						130,918		130,918		-		(260,733)		1,103
		Operating income				88,722		130,918		249,938		(260,733)		208,845
Interest expense						10,371		-		1,590		-		11,961
	Earnings from continuing operations before income taxes					78,351		130,918		248,348		(260,733)		196,884
Income tax expense						30,820		-		1,290		-		32,110
	Net earnings from continuing operations					47,531		130,918		247,058		(260,733)		164,774
	Net (loss) earnings from discontinued operations					(1,782)		-		1,257		-		(525)
		Net earnings				45,749		130,918		248,315		(260,733)		164,249
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations					-		-		117,867		-		117,867
	Net earnings from discontinued operations					-		-		633		-		633
		Total net earnings attributable to noncontrolling interests				-		-		118,500		-		118,500
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	45,749	$	130,918	$	129,815	$	(260,733)	$	45,749
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax				$	47,531	$	130,918	$	129,191	$	(260,733)	$	46,907
	Discontinued operations, net of income tax					(1,782)		-		624		-		(1,158)
			Net earnings and comprehensive income attributable
				to AmSurg Corp. common shareholders	$	45,749	$	130,918	$	129,815	$	(260,733)	$	45,749

17

Item 1. Financial Statements – (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements – (continued)

Condensed Consolidating Statement of Cash Flows - For the Nine Months Ended September 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	$	29,083	$	153,382	$	314,172	$	(247,704)	$	248,933
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions			-		(59,899)		-		444		(59,455)
	Acquisition of property and equipment			(3,264)		-		(17,447)		-		(20,711)
	Proceeds from sale of interests in surgery centers			-		151		-		-		151
	Other			107		-		-		-		107
		Net cash flows used in investing activities		(3,157)		(59,748)		(17,447)		444		(79,908)
Cash flows from financing activities:
	Proceeds from long-term borrowings			122,200		-		7,235		-		129,435
	Repayment on long-term borrowings			(141,403)		-		(10,273)		-		(151,676)
	Distributions to owners, including noncontrolling interests			-		(94,322)		(290,463)		247,704		(137,081)
	Changes in intercompany balances with affiliates, net			1,899		-		(1,899)		-		-
	Other financing activities, net			(11,620)		688		778		(444)		(10,598)
		Net cash flows provided by (used in) financing activities		(28,924)		(93,634)		(294,622)		247,260		(169,920)
Net (decrease) increase in cash and cash equivalents				(2,998)		-		2,103		-		(895)
Cash and cash equivalents, beginning of period				7,259		-		39,139		-		46,398
Cash and cash equivalents, end of period			$	4,261	$	-	$	41,242	$	-	$	45,503

Condensed Consolidating Statement of Cash Flows - For the Nine Months Ended September 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	$	57,102	$	155,233	$	299,416	$	(295,639)	$	216,112
Cash flows from investing activities:
	Acquisition of interests in surgery centers and related transactions			-		(16,165)		-		68		(16,097)
	Acquisition of property and equipment			(2,233)		-		(18,567)		-		(20,800)
	Other			-		-		-		-		-
		Net cash flows used in investing activities		(2,233)		(16,165)		(18,567)		68		(36,897)
Cash flows from financing activities:
	Proceeds from long-term borrowings			47,700		-		2,511		-		50,211
	Repayment on long-term borrowings			(102,700)		-		(8,439)		-		(111,139)
	Distributions to owners, including noncontrolling interests			-		(140,406)		(278,299)		295,639		(123,066)
	Changes in intercompany balances with affiliates, net			(1,435)		-		1,435		-		-
	Other financing activities, net			(2,097)		1,338		570		(68)		(257)
		Net cash flows provided by (used in) financing activities		(58,532)		(139,068)		(282,222)		295,571		(184,251)
Net decrease in cash and cash equivalents				(3,663)		-		(1,373)		-		(5,036)
Cash and cash equivalents, beginning of period				8,530		-		32,188		-		40,718
Cash and cash equivalents, end of period			$	4,867	$	-	$	30,815	$	-	$	35,682

(14)  Subsequent Events

The Company assessed events occurring subsequent to September 30, 2013 for potential recognition and disclosure in the unaudited consolidated financial statements. 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 September 30, 2013, we had 243 operating ASCs, of which we owned a majority interest (primarily 51%) in 237 ASCs and owned a minority interest in six 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 nine months ended September 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		Nine Months Ended
	September 30,		September 30,
	2013	2012	2013	2012
Procedures	409,080	372,038	1,221,750	1,133,377
Continuing centers in operation, end of period (consolidated)	240	224	240	224
Continuing centers in operation, end of period (unconsolidated)	3	2	3	2
Average number of continuing centers in operation, during period	239	224	238	222
New centers added during period	2	1	4	3
Centers discontinued during period	1	-	1	2
Centers under letter of intent, end of period	5	15	5	15

Of the continuing centers in operation at September 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.  Our growth strategy for 2013 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.  We expect a 0% to 1% increase in our same-center revenue for 2013, which reflects positive rate adjustments from the Centers for Medicare and Medicaid Services, or 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.  During the nine months ended September 30, 2013, our same-center revenue was flat primarily due to the impact of sequestration and the effect of the reduced reimbursement rates related to the State of California’s workers’ compensation program during the nine months ended September 30, 2013 compared to the same 2012 period.

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 three 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 nine months ended September 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 under the Medicare program 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 net 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 net 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.  It is unclear what the resulting impact of the Health Reform Law will be on the number of uninsured individuals.  Further, employer mandate, which requires firms with 50 or more full-time employees to offer health insurance or pay fines, has been delayed until January 1, 2015.  The federal online insurance marketplace has experienced significant technical issues that have negatively impacted the ability of individuals to purchase health insurance.  These technical issues, especially if not corrected in a timely manner, could lead to the delay of the individual mandate tax penalties past the current March 31, 2014 deadline, delays in uninsured individuals obtaining health insurance and a reduction in the number of individuals choosing to purchase health insurance rather than paying the individual mandate tax penalties. 

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 Medicare from paying for certain serious, preventable medical errors performed in any healthcare facility, such as surgery performed on the wrong

21

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

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 of additional ASCs.  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 221 centers and constituting approximately 91% of our total number of centers, increased by 2% during the three months ended September 30, 2013 and was flat during the nine months ended September 30, 2013. 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 16.1%.  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.

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

22

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

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

			Three Months Ended		Nine Months Ended
			September 30,		September 30,
			2013	2012	2013	2012
Revenues			100.0%	100.0%	100.0%	100.0%
Operating expenses:
	Salaries and benefits		31.7	32.1	31.1	31.4
	Supply cost		14.3	14.0	14.5	14.1
	Other operating expenses		21.0	20.9	20.6	20.8
	Depreciation and amortization		3.1	3.4	3.1	3.3
		Total operating expenses	70.1	70.4	69.3	69.6
Gain on deconsolidation			-	-	0.3	-
Equity in earnings of unconsolidated affiliates			0.4	0.2	0.3	0.2
		Operating income	30.3	29.8	31.3	30.6
Interest expense			2.7	1.6	2.8	1.8
	Earnings from continuing operations before income taxes		27.6	28.2	28.5	28.8
Income tax expense			4.3	4.5	4.6	4.7
	Net earnings from continuing operations, net of income tax		23.3	23.7	23.9	24.1
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	(0.1)	-	-	(0.2)
		Net (loss) earnings from discontinued operations	(0.1)	0.2	-	(0.1)
		Net earnings	23.2	23.9	23.9	24.0
Less net earnings attributable to noncontrolling interests:
	Net earnings from continuing operations		16.9	16.9	17.2	17.2
	Net earnings from discontinued operations		-	0.1	-	0.1
		Total net earnings attributable to noncontrolling interests	16.9	17.0	17.2	17.3
		Net earnings attributable to AmSurg Corp. common shareholders	6.3%	6.9%	6.7%	6.7%
Amounts attributable to AmSurg Corp. common shareholders:
	Earnings from continuing operations, net of income tax		6.4%	6.8%	6.7%	6.9%
	Discontinued operations, net of income tax		(0.1)	0.1	-	(0.2)
		Net earnings attributable to AmSurg Corp. common shareholders	6.3%	6.9%	6.7%	6.7%

The number of procedures performed in our ASCs increased by 37,042, or 10%, to 409,080, and 88,373, or 8%, to 1,221,750 in the three and nine months ended September 30, 2013, respectively, from 372,038 and 1,133,377 in the comparable 2012 periods.  Revenues increased $43.3 million, or 19%, to $268.2 million and $113.5 million, or 17%, to $797.2 million in the three and nine months ended September 30, 2013, respectively, from $224.9 million and $683.6 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 $34.0 million and $108.8 million of additional revenues in the three and nine months ended September 30, 2013, respectively, due to having a full period of operations in 2013;

·$4.9 million of revenue growth in the three months ended September 30, 2013, recognized by our 2013 same-center group, reflecting a 2%  increase, primarily as a result of procedure growth; and

·centers acquired in 2013, which generated $4.7 million and $6.0 million in revenues during the three and nine months ended September 30, 2013, respectively.

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 nine months ended September 30, 2012.

Salaries and benefits increased by 18% and 16% to $84.9 million and $248.1 million in the three and nine months ended September 30, 2013, respectively, from $72.3 million and $214.9 million in the comparable 2012 periods.  Salaries and benefits as a percentage of revenues decreased by 40 basis points and 30 basis points in the three and nine months ended September 30, 2013, respectively, compared to September 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 18% and 16% increase in salaries and benefits at our surgery centers in the three and nine months ended September 30, 2013, respectively.  Furthermore, we experienced a 14% and 13% increase in salaries and benefits at our corporate offices during the three and nine months ended September 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 $38.4 million and $115.4 million in the three and nine months ended September 30, 2013, respectively, an increase of $7.0 million and $19.0 million, or 22% and 20%, 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 nine months ended September 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 $9.4 million, or 20%, and $21.6 million, or 15%, to $56.4 million and $163.9 million in the three and nine months ended September 30, 2013, respectively, from $47.0 million and $142.3 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 $6.1 million and $18.5 million in other operating expenses in the three and nine months ended September 30, 2013, respectively;

·an increase of $1.8 million and $2.5 million in other operating expenses at our 2013 same-center group in the three and nine months ended September 30, 2013, respectively; and

·centers acquired in 2013, which resulted in an increase of $1.1 million and $1.4 million in other operating expenses in the three and nine months ended September 30, 2013.

Depreciation and amortization expense increased $800,000, or 11%, and $2.3 million, or 10%, in the three and nine months ended September 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 nine months ended September 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.  Subsequent to the completion of this transaction the center contributed by the Company was merged into the acquired center.

Interest expense increased $3.8 million, or 106%, in the three months ended September 30, 2013, and $10.4 million, or 87%, in the nine months ended September 30, 2013, to $7.3 million and $22.4 million in the three and nine months ended September 30, 2013, respectively, from $3.5 million and $12.0 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 nine months ended September 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 $11.4 million and $36.6 million in the three and nine months ended September 30, 2013, respectively, compared to $10.1 million and $32.1 million in the comparable 2012 periods.  Our effective tax rate in 2013 was 16.1% 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 nine months ended September 30, 2013, we classified one surgery center in discontinued operations, which was sold during the period.  During the nine months ended September 30, 2012, we classified two 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 $278,000 during the three and nine months ended September

24

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

30, 2013, respectively, and $1.6 million during the nine months ended September 30, 2012. The net loss derived from the operations of the discontinued surgery centers was $20,000 during the nine months ended September 30, 2013 and the net earnings derived from the operations of the discontinued surgery centers was $384,000 and $1.0 million during the three and nine months ended September 30, 2012.

Noncontrolling interests in net earnings for the three and nine months ended September 30, 2013 increased $7.2 million, or 19%, and $18.7 million, or 16%, 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 decreased from the comparable 2012 periods to 16.9% from 17.0%, and 17.2% from 17.3% in the three and nine months ended September 30, 2013, respectively, as a result of the Company’s higher ownership percentage in centers acquired in the prior year. The net loss from discontinued operations attributable to noncontrolling interests was $13,000 during the nine months ended September 30, 2013 and the net earnings from discontinued operations attributable to noncontrolling interests was $235,000 and $633,000 during the three and nine months ended September 30, 2012, respectively.

Liquidity and Capital Resources

Cash and cash equivalents at September 30, 2013 and 2012 were $45.5 million and $35.7million, respectively.  At September 30, 2013, we had working capital of $112.9 million, compared to $107.8 million at December 31, 2012.  Operating activities for the nine months ended September 30, 2013 generated $248.9 million in cash flow from operations, compared to $216.1 million in the nine months ended September 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 nine months ended September 30, 2013 and 2012 were $137.1 million and $123.1 million, respectively.  Distributions to noncontrolling interests increased $14.0 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 September 30, 2013 and 2012, our net accounts receivable represented 35 days of revenue outstanding, respectively.

During the nine months ended September 30, 2013, we had total acquisition and capital expenditures of $80.2million, which included:

·$59.5 million for the acquisition of interests in ASCs and related transactions; and

·$20.8 million for new or replacement property at existing centers including $120,000 in new capital leases.

At September 30, 2013, we had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $4.1 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by our partners.  During the nine months ended September 30, 2013, we received $273,000 in capital contributions by our physician 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 nine months ended September 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 September 30, 2013, we had $209.0 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 Senior Unsecured Notes.  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.  At September 30, 2013, we had approximately $4.7 million in accrued interest associated with the Senior Unsecured Notes reflected in other accrued liabilities.  The Senior Unsecured Notes contain certain covenants which,

25

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

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.  In May, 2013, the Company completed an exchange of the outstanding Senior Unsecured Notes for an equal amount of such notes that are registered under the Securities Act of 1933, as amended.

During the nine months ended September 30, 2013, we had net repayments on long-term debt of $22.2 million.  At September 30, 2013, we had $266.0 million outstanding under our revolving credit agreement, $250.0 million outstanding pursuant to our senior unsecured notes and $72.3 million outstanding pursuant to our senior secured notes.  Our senior secured notes began 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 nine months ended September 30, 2013, we received approximately $23.3 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 $1.9 million. 

On April 24, 2012, the Board of Directors authorized a stock purchase program for up to $40.0 million of our shares of common stock.  We completed this repurchase program in August 2013.  On August 9, 2013, our Board of Directors approved a stock repurchase program for up to $40.0 million of our shares of common stock to be purchased through February 9, 2015.  As of September 30, 2013, there was approximately $37.6 million available under the stock repurchase program.  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 nine months ended September 30, 2013, we repurchased 920,851 shares for $32.2 million in order to mitigate the dilutive effect of shares issued pursuant to stock option exercises during the recent quarters.  In addition, we repurchased 102,252 shares with a value of approximately $3.3 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 September 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 September 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
July 1, 2013 through
	July 31, 2013	-	$	-	-	$	6,381,279	(1)
August 1, 2013 through
	August 31, 2013	233,656		39.86	221,192		37,561,133	(2)
September 1, 2013 through
	September 30, 2013	-		-	-		37,561,133	(2)
	Total	233,656	$	39.86	221,192	$	37,561,133

(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 through November 1, 2013.  This program was completed in August 2013.
(2)	On August 9, 2013, 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 through February 9, 2015.

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

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 September 30, 2013 and December 31, 2012, (ii) the Consolidated Statements of Earnings and Comprehensive Income for the three and nine month periods ended September 30, 2013 and 2012, (iii) the Consolidated Statements of Changes in Equity for the nine month periods ended September 30, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2013 and 2012 and (v) the notes to the Unaudited Consolidated Financial Statements for the three and nine month periods ended September 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:  November 1, 2013
	By:	/s/ Claire M. Gulmi
		Claire M. Gulmi
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial and Duly Authorized Officer)

29