Shareholders' Equity

3 Months Ended

Mar. 31, 2014

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 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 March 31, 2014, there was approximately $27,100,000 available under the stock repurchase program.

During the three months ended March 31, 2014, the Company did not purchase any shares under the stock repurchase program. During the three months endedMarch 31, 2013, the Company purchased 438,668 shares of the Company’s common stock for approximately $13,943,000, at an average price of $31.76 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 repurchases shares to cover payroll withholding taxes in connection with the vesting of restricted stock awards in accordance with the restricted stock agreements. During the three months ended March 31, 2014, and 2013, the Company repurchased 68,014 shares and 89,788 shares, respectively, of common stock for approximately $2,857,000 and $2,815,000, respectively.

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 March 31, 2014, 2,760,250 shares were authorized for grant under the 2006 Stock Incentive Plan and 763,445 shares were available for future equity grants, including 601,327 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 during 2012 and after vest over a one year period. 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. The fair value of restricted stock is determined based on the closing bid price of the Company’s common stock on the grant date. Under Company policy, shares held by outside directors and senior management are subject to certain holding restrictions.

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 months ended March 31, 2014and 2013 was as follows (in thousands):

	Three Months Ended March 31,
	2014		2013
Share-based compensation expense	$	2,458	$	2,050
Fair value of shares vested		9,175		9,182
Cash received from option exercises		488		5,691
Tax benefit from option exercises		1,727		288

As of March 31, 2014, the Company had total unrecognized compensation cost of approximately $13,227,000 related to non-vested awards, which the Company expects to recognize through 2018 and over a weighted average period of 1.2 years.

For the period ended March 31, 2014 and 2013, there were no options that were anti-dilutive.

A summary of the status of non-vested restricted shares at March 31, 2014 and changes during the three months ended March 31, 2014 is as follows:

			Weighted
		Number	Average
		of Shares	Grant Price
Non-vested shares at December 31, 2013		743,869	$	26.54
	Shares granted	200,391		42.38
	Shares vested	(218,405)		21.62
Non-vested shares at March 31, 2014		725,855	$	32.40

A summary of stock option activity for the three months ended March 31, 2014 is summarized as follows:

					Weighted
					Average
			Weighted		Remaining
		Number	Average		Contractual
		of Shares	Exercise Price		Term (in years)
Outstanding at December 31, 2013		270,464	$	23.16	2.5
	Options exercised with total intrinsic value of $488,000	(19,921)		24.49
Outstanding at March 31, 2014 with aggregate intrinsic value of $6,020,000		250,543	$	23.05	2.2
Vested at March 31, 2014 with aggregate intrinsic value of $6,020,000		250,543	$	23.05	2.2
Exercisable at March 31, 2014 with aggregate intrinsic value of $6,020,000		250,543	$	23.05	2.2

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 March 31, 2014 exercised their options at the Company’s closing stock price on March 31, 2014.

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,
		Earnings		Shares	Per Share
		(Numerator)		(Denominator)	Amount
2014:
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic)		$	17,504	31,716	$	0.55
Effect of dilutive securities options and non-vested shares			-	404
	Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted)	$	17,504	32,120	$	0.55
Net earnings attributable to AmSurg Corp. per common share (basic)		$	17,195	31,716	$	0.54
Effect of dilutive securities options and non-vested shares			-	404
	Net earnings attributable to AmSurg Corp. per common share (diluted)	$	17,195	32,120	$	0.54
2013:
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic)		$	17,750	31,217	$	0.57
Effect of dilutive securities options and non-vested shares			-	664
	Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted)	$	17,750	31,881	$	0.56
Net earnings attributable to AmSurg Corp. per common share (basic)		$	17,811	31,217	$	0.57
Effect of dilutive securities options and non-vested shares			-	664
	Net earnings attributable to AmSurg Corp. per common share (diluted)	$	17,811	31,881	$	0.56