Shareholders' Equity

3 Months Ended

Mar. 31, 2012

Shareholders' Equity

Shareholders' Equity

(10) Shareholders' Equity

a. Common Stock

On October 20, 2010, the Company's Board of Directors approved a stock repurchase program for up to $40,000,000 of the Company's shares of common stock over the following 18 months. Due to the expiration of the previous stock repurchase program, the Company's Board of Directors, on April 24, 2012, approved a stock repurchase program for up to $40,000,000 of the Company's shares of common stock through November 1, 2013.

During the three months ended March 31, 2012, the Company purchased 61,149 shares of the Company's common stock for approximately $1,560,000, at an average price of $25.49 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 three months ended March 31, 2011, the Company purchased 248,100 shares of the Company's common stock for approximately $6,185,000, at an average price of $25 per share. In addition, during the three months ended March 31, 2012, and March 31, 2011, the Companyrepurchased 48,139 sharesand 22,802 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 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 March 31, 2012, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 1,089,750 shares were available for future equity grants, including 331,575 shares available for issuance as restricted stock. Restricted stock granted to outside directors in 2010 and thereafter 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 annual 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 2012 and 2011. Outstanding options have a term of ten years from the date of grant.

Other information pertaining to share-based activity during the three months ended March 31, 2012and 2011 was as follows (in thousands):

	Three Months Ended
	March 31,
	2012		2011
Share-based compensation expense	$	1,792	$	1,593
Fair value of shares vested		5,948		2,363
Cash received from option exercises		2,521		3,597
Tax benefit from option exercises		79		542

As of March 31, 2012, the Company had total unrecognized compensation cost of approximately $11,169,000 related to non-vested awards, which the Company expects to recognize through 2016 and over a weighted average period of 1.3 years.

Average outstanding share-based awards to purchase approximately 75,624 and 1,508,706 shares of common stock that had an exercise price in excess of the average market price of the common stock during the periods ended March 31, 2012 and 2011, respectively, 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.

A summary of the status of non-vested restricted shares at March 31, 2012 and changes during the three months ended March 31, 2012 is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at December 31, 2011		732,412	$	21.91
	Shares granted	255,138		22.66
	Shares vested	(166,078)		26.24
	Shares forfeited	(448)		24.75
Non-vested shares at March 31, 2012		821,024	$	22.36

A summary of stock option activity for the three months ended March 31, 2012 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at December 31, 2011		2,510,054	$	23.09	3.4
	Options exercised with total intrinsic value of $2,521,000	(112,203)		22.47
Outstanding at March 31, 2012 with aggregate intrinsic value of $11,675,000		2,397,851	$	23.12	3.1
Vested at March 31, 2012 with aggregate intrinsic value of $11,675,000		2,397,851	$	23.12	3.1
Exercisable at March 31, 2012 with aggregate intrinsic value of $11,675,000		2,397,851	$	23.12	3.1

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 March 31, 2012 exercised their options at the Company's closing stock price on March 31, 2012.

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 March 31,
						Per
			Earnings		Shares	Share
			(Numerator)		(Denominator)	Amount
2012:
Net earnings from continuing operations attributable to AmSurg Corp.
	per common share (basic)		$	15,719	30,619	$	0.51
Effect of dilutive securities options and non-vested shares				-	782
	Net earnings from continuing operations attributable to AmSurg Corp.
		per common share (diluted)	$	15,719	31,401	$	0.50
Net earnings attributable to AmSurg Corp. per common share (basic)			$	14,776	30,619	$	0.48
Effect of dilutive securities options and non-vested shares				-	782
	Net earnings attributable to AmSurg Corp.
		per common share (diluted)	$	14,776	31,401	$	0.47
2011:
Net earnings from continuing operations attributable to AmSurg Corp.
	per common share (basic)		$	11,605	30,420	$	0.38
Effect of dilutive securities options and non-vested shares				-	604
	Net earnings from continuing operations attributable to AmSurg Corp.
		per common share (diluted)	$	11,605	31,024	$	0.37
Net earnings attributable to AmSurg Corp. per common share (basic)			$	11,693	30,420	$	0.38
Effect of dilutive securities options and non-vested shares				-	604
	Net earnings attributable to AmSurg Corp.
		per common share (diluted)	$	11,693	31,024	$	0.38