Shareholders' Equity

12 Months Ended

Dec. 31, 2012

Shareholders' Equity

Shareholders' Equity

10. Shareholders' Equity

a.       Common Stock

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

During the year ended 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 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 year ended 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 addition, during 2012 and 2011, the Company repurchased 48,139 shares and 62,700 shares, respectively, of common stock for approximately $1,263,000 and $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.       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, 2012, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 1,069,084 shares were available for future equity grants, including 906,972 shares available for issuance as restricted stock. Restricted stock granted to outside directors prior to 2010 is fully vested but is restricted from trading for five years from the date of grant. Restricted stock granted to outside directors in 2011 and 2012 vests over a two and one year period, respectively, and is 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. In addition, 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.

Options are granted at market value on the date of the grant and vest over four years. No options have been issued subsequent to 2008 and all outstanding options are fully vested. 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, 2012, 2011 and 2010 was as follows (in thousands):

	2012		2011		2010
Share-based compensation expense	$	6,692	$	6,178	$	4,869
Fair value of shares vested		6,425		7,356		1,647
Cash received from option exercises		18,214		6,872		2,583
Tax benefit from option exercises		1,784		977		200

As of December 31, 2012, the Company had total unrecognized compensation cost of approximately $6,382,000 related to non-vested awards, which the Company expects to recognize through 2016 and over a weighted-average period of 1.1 years.

Average outstanding share-based awards to purchase approximately 20,000, 923,000 and 2,400,000 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, 2012, 2011 and 2010, 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, 2012, is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at January 1, 2010		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
	Shares granted	281,429		26.78
	Shares vested	(183,019)		25.98
	Shares forfeited	(2,136)		26.26
Non-vested shares at December 31, 2012		828,686	$	22.50

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

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at January 1, 2010		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		2,510,054	$	23.09	3.4
	Options exercised with total intrinsic value of $6,287,000	(841,599)		21.64
	Options terminated	(5,625)		21.85
Outstanding at December 31, 2012 with aggregate intrinsic value of $10,289,000		1,662,830	$	23.82	2.9
Vested or expected to vest at December 31, 2012 with total intrinsic value of $10,289,000		1,662,830	$	23.82	2.9
Exercisable at December 31, 2012 with total intrinsic value of $10,289,000		1,662,830	$	23.82	2.9

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

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, 2012:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	62,585	30,773	$	2.03
	Effect of dilutive securities options and non-vested shares			-	835
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	62,585	31,608	$	1.98
	Net earnings attributable to AmSurg Corp. per common share (basic)		$	62,563	30,773	$	2.03
	Effect of dilutive securities options and non-vested shares			-	835
	Net earnings attributable to AmSurg Corp. per common share (diluted)		$	62,563	31,608	$	1.98
For the year ended December 31, 2011:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	50,394	30,452	$	1.65
	Effect of dilutive securities options and non-vested shares			-	759
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	50,394	31,211	$	1.61
	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)	$	49,998	30,255	$	1.65
	Effect of dilutive securities options and non-vested shares			-	434
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	49,998	30,689	$	1.63
	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