Shareholders' Equity

12 Months Ended

Dec. 31, 2013

Shareholders' Equity

Shareholders' Equity

10. 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 December 31, 2013, there was approximately $27,100,000 available under the stock repurchase program.

During the year ended 2013, the Company purchased 1,154,378 shares of the Company's common stock for approximately $42,652,000, at an average price of $36.93 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 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 2013 and 2012, the Company repurchased 102,252 shares and 48,139 shares, respectively, of common stock for approximately $3,312,000 and $1,263,000, respectively, 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 December 31, 2013, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 895,822 shares were available for future equity grants, including 733,704 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 for the years ended December 31, 2013, 2012 and 2011 was as follows (in thousands):

	2013		2012		2011
Share-based compensation expense	$	8,321	$	6,692	$	6,178
Fair value of shares vested		11,742		6,425		7,356
Cash received from option exercises		33,349		18,214		6,872
Tax benefit from option exercises		7,247		1,784		977

As of December 31, 2013, the Company had total unrecognized compensation cost of approximately $7,426,000 related to non-vested awards, which the Company expects to recognize through 2017 and over a weighted-average period of 1.0 year.

Average outstanding share-based awards to purchase approximately 20,000 and 923,000 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 and 2011, 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. During the year ended December 31, 2013, there were no options that were anti-dilutive.

A summary of the status of and changes for non-vested restricted shares for the three years ended December 31, 2013, is as follows:

			Weighted
		Number	Average
		of	Grant
		Shares	Price
Non-vested shares at January 1, 2011		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
	Shares granted	291,863		31.66
	Shares vested	(360,337)		21.55
	Shares forfeited	(16,343)		23.11
Non-vested shares at December 31, 2013		743,869	$	26.54

A summary of stock option activity for the three years ended December 31, 2013 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of	Exercise		Term
		Shares	Price		(in years)
Outstanding at January 1, 2011		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		1,662,830	$	23.82	2.9
	Options exercised with total intrinsic value of $33,349,000	(1,392,366)		23.95
Outstanding at December 31, 2013 with aggregate intrinsic value of $6,156,000		270,464	$	23.16	2.5
Vested or expected to vest at December 31, 2013 with total intrinsic value of $6,156,000		270,464	$	23.16	2.5
Exercisable at December 31, 2013 with total intrinsic value of $6,156,000		270,464	$	23.16	2.5

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, 2013 exercised their options at the Company's closing stock price on December 31, 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):

						Per
			Earnings		Shares	Share
			(Numerator)		(Denominator)	Amount
For the year ended December 31, 2013:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	72,653	31,338	$	2.32
	Effect of dilutive securities options and non-vested shares			-	616
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	72,653	31,954	$	2.27
	Net earnings attributable to AmSurg Corp. per common share (basic)		$	72,703	31,338	$	2.32
	Effect of dilutive securities options and non-vested shares			-	616
	Net earnings attributable to AmSurg Corp. per common share (diluted)		$	72,703	31,954	$	2.28
For the year ended December 31, 2012:
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (basic)	$	62,235	30,773	$	2.02
	Effect of dilutive securities options and non-vested shares			-	835
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	62,235	31,608	$	1.97
	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)	$	50,025	30,452	$	1.64
	Effect of dilutive securities options and non-vested shares			-	759
	Net earnings from continuing operations attributable to
		AmSurg Corp. per common share (diluted)	$	50,025	31,211	$	1.60
	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