Shareholders' Equity

12 Months Ended

Dec. 31, 2011

Shareholders' Equity

Shareholders' Equity

10. Shareholders' Equity

a.       Common Stock

During the year ended December 31, 2009, the Company purchased 830,700 shares of the Company's common stock for approximately $12,587,000, at an average price of $15 per share, which completed a $25,000,000 stock repurchase program authorized by the Company's Board of Directors in September 2008.

On April 22, 2009 the Company's Board of Directors approved an additional stock repurchase program for up to $40,000,000 of the Company's shares of common stock over the following 18 months. This plan expired in October 2010 with no shares having been purchased pursuant to the plan.

On October 20, 2010, the Company's Board of Directors approved a new stock repurchase program for up to $40,000,000 of the Company's shares of common stock over the following 18 months. During the year ended December 31, 2011, the Company purchased 344,100 shares of the Company's common stock for approximately $8,584,000, at an average price of $24.92 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. In addition, the Company repurchased 62,700shares of common stock for approximately$1,423,000 to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements.

b.       Shareholder Rights Plan

In 1999, the Company's Board of Directors adopted a shareholder rights plan and declared a distribution of one stock purchase right for each outstanding share of the Company's common stock to shareholders of record on December 16, 1999 and for each share of common stock issued thereafter. The shareholder rights plan expired on December 2, 2009.

c.       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 options 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 December 31, 2011, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 1,296,301 shares were available for future equity grants, including 538,126 shares available for issuance as restricted stock. Restricted stock granted to outside directors in 2010 and 2011 vests over a two year period. Restricted stock granted to outside directors prior to 2010 vests one-third on the date of grant, with the remaining shares vesting over a two-year term and is restricted from trading for five years from the date of grant. Restricted stock granted to employees during 2009 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 2009 vests at the end of four years from the date of grant. The fair value of restricted stock is determined based on the closing bid price of the Company's common stock on the grant date.

Options are granted at market value on the date of the grant. Prior to 2007, granted options vested in four equal installments, commencing on the date of grant. Options granted in 2007 and 2008 vest at the end of four years from the grant date. No options were issued in 2011, 2010 or 2009. Outstanding options have a term of ten years from the date of grant.

Other information pertaining to share-based activity for the years ended December 31, 2011, 2010 and 2009 was as follows (in thousands):

	2011		2010		2009
Share-based compensation expense	$	6,178	$	4,869	$	4,068
Fair value of shares vested		7,356		1,647		5,382
Cash received from option exercises		6,872		2,583		201
Tax benefit from option exercises		977		200		34

As of December 31, 2011, the Company had total unrecognized compensation cost of approximately $5,938,000 related to non-vested awards, which the Company expects to recognize through 2015 and over a weighted-average period of 1.1 years.

Average outstanding share-based awards to purchase approximately 922,801, 2,384,000 and 2,457,000 shares of common stock that had an exercise price in excess of the average market price of the common stock during the years ended December 31, 2011, 2010 and 2009, respectively, were not included in the calculation of diluted securities under the treasury method for purposes of determining diluted earnings per share due to their anti-dilutive impact.

A summary of the status of and changes for non-vested restricted shares for the three years ended December 31, 2011, is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at January 1, 2009		327,751	$	23.83
	Shares granted	162,507		19.34
	Shares vested	(9,666)		22.55
	Shares forfeited	(14,205)		23.59
Non-vested shares at December 31, 2009		466,387	$	22.29
	Shares granted	233,460		21.83
	Shares vested	(8,973)		20.45
	Shares forfeited	(25,965)		22.21
Non-vested shares at December 31, 2010		664,909	$	22.16
	Shares granted	276,869		21.78
	Shares vested	(208,949)		23.11
	Shares forfeited	(417)		24.75
Non-vested shares at December 31, 2011		732,412	$	21.91

A summary of stock option activity for the three years ended December 31, 2011 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at January 1, 2009		3,275,803	$	22.23	6.7
	Options exercised with total intrinsic value of $112,000	(14,699)		13.67
	Options terminated	(110,052)		23.73
Outstanding at December 31, 2009		3,151,052	$	22.22	5.0
	Options exercised with total intrinsic value of $511,000	(157,750)		16.38
	Options terminated	(91,313)		23.73
Outstanding at December 31, 2010		2,901,989	$	22.49	4.5
	Options exercised with total intrinsic value of $2,482,000	(374,350)		18.36
	Options terminated	(17,585)		25.42
Outstanding at December 31, 2011 with aggregate intrinsic value of $7,562,000		2,510,054	$	23.09	3.4
Vested or expected to vest at December 31, 2011 with total intrinsic value of $7,562,000		2,510,054	$	23.09	3.4
Exercisable at December 31, 2011 with total intrinsic value of $7,514,000		2,319,844	$	23.02	3.2

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 December 31, 2011 exercised their options at the Company's closing stock price on December 31, 2011.

d. 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):

						Per
			Earnings		Shares	Share
			(Numerator)		(Denominator)	Amount
For the year ended December 31, 2011:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	51,199	30,452	$	1.68
	Effect of dilutive securities options and non-vested shares			-	759
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	51,199	31,211	$	1.64
	Net earnings attributable to AmSurg Corp. per common share (basic)		$	49,997	30,452	$	1.64
	Effect of dilutive securities options and non-vested shares			-	759
	Net earnings attributable to AmSurg Corp. per common share (diluted)		$	49,997	31,211	$	1.60
For the year ended December 31, 2010:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	51,144	30,255	$	1.69
	Effect of dilutive securities options and non-vested shares			-	434
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	51,144	30,689	$	1.67
	Net earnings attributable to AmSurg Corp. per common share (basic)		$	49,825	30,255	$	1.65
	Effect of dilutive securities options and non-vested shares			-	434
	Net earnings attributable to AmSurg Corp. per common share (diluted)		$	49,825	30,689	$	1.62
For the year ended December 31, 2009:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	50,741	30,576	$	1.66
	Effect of dilutive securities options and non-vested shares			-	286
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	50,741	30,862	$	1.64
	Net earnings attributable to AmSurg Corp. per common share (basic)		$	52,148	30,576	$	1.71
	Effect of dilutive securities options and non-vested shares			-	286
	Net earnings attributable to AmSurg Corp. per common share (diluted)		$	52,148	30,862	$	1.69