Shareholders' Equity

9 Months Ended

Sep. 30, 2013

Shareholders' Equity

Shareholders' Equity

(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 programin 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 Companyrepurchased 102,252 sharesand 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.

Other information pertaining to share-based activity during the three and nine months ended September 30, 2013and 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 $9,676,000related 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 26,041shares of common stock that had an exercise price in excess of the average market price of the common stock during the ninemonths 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.

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