Shareholders' Equity

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Shareholders' Equity

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 June 30, 2014, there was approximately $27,100,000 available under the stock repurchase program.

During the six months ended June 30, 2014, the Company did not purchase any shares under the stock repurchase program.  During the six months ended June 30, 2013, the Company purchased 699,659 shares of the Company’s common stock for approximately $23,349,000, at an average price of $33.35 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 by withholding a portion of employee restricted stock that vested to cover payroll withholding taxes in accordance with the restricted stock agreements.  During the six months ended June 30, 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 2014, the Company adopted the AmSurg Corp. 2014 Equity and Incentive Plan.  The Company also has options outstanding under the AmSurg Corp. 2006 Stock Incentive Plan, as amended and AmSurg Corp. 1997 Stock Incentive Plan, as amended 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 June 30, 2014, 1,200,000 shares were authorized for grant under the 2014 Equity and Incentive Plan and 1,174,870 shares were available for future equity grants.  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 and anti-pledging activities.

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 six months ended June 30, 2014and 2013 was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014		2013
Share-based compensation expense	$	2,506	$	1,916	$	4,964	$	3,966
Fair value of shares vested	1,183		1,318		10,358		10,500
Cash received from option exercises	1,158		8,037		1,646		13,728
Tax benefit from option exercises	363		922		2,090		1,210

As of June 30, 2014, the Company had total unrecognized compensation cost of approximately $10,980,000 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 three and six months ended June 30, 2014 and 2013, there were no options that were anti-dilutive.

A summary of the status of non-vested restricted shares at June 30, 2014 and changes during the six months ended June 30, 2014 is as follows:

			Weighted
	Number		Average
	of Shares		Grant Price
Non-vested shares at December 31, 2013	743,869		$	26.54
Shares granted	225,521		42.25
Shares vested	(247,128	)	23.30
Shares forfeited	(7,129	)	32.81
Non-vested shares at June 30, 2014	715,133		$	32.55

A summary of stock option activity for the six months ended June 30, 2014 is summarized as follows:

					Weighted
			Weighted		Average
			Average		Remaining
	Number		Exercise		Contractual
	of Shares		Price		Term (in years)
Outstanding at December 31, 2013	270,464		$	23.16	2.5
Options exercised with total intrinsic value of $1,649,000	(68,868	)	23.90
Outstanding at June 30, 2014 with an aggregate intrinsic value of $4,569,000	201,596		$	22.90	2.2
Vested at June 30, 2014 with an aggregate intrinsic value of $4,569,000	201,596		$	22.90	2.2
Exercisable at June 30, 2014 with an aggregate intrinsic value of $4,569,000	201,596		$	22.90	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 June 30, 2014 exercised their options at the Company’s closing stock price on June 30, 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 June 30,					Six Months Ended June 30,
	Earnings		Shares	Per Share		Earnings		Shares	Per Share
	(Numerator)		(Denominator)	Amount		(Numerator)		(Denominator)	Amount
2014:
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic)	$	18,954	31,825	$	0.60	$	36,458	31,770	$	1.15
Effect of dilutive securities options and non-vested shares	—		408			—		407
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted)	$	18,954	32,233	$	0.59	$	36,458	32,177	$	1.13
Net earnings attributable to AmSurg Corp. per common share (basic)	$	18,961	31,825	$	0.60	$	36,156	31,770	$	1.14
Effect of dilutive securities options and non-vested shares	—		408			—		407
Net earnings attributable to AmSurg Corp. per common share (diluted)	$	18,961	32,233	$	0.59	$	36,156	32,177	$	1.12
2013:
Net earnings from continuing operations attributable to AmSurg Corp. per common share (basic)	$	18,417	31,208	$	0.59	$	36,167	31,213	$	1.16
Effect of dilutive securities options and non-vested shares	—		654			—		659
Net earnings from continuing operations attributable to AmSurg Corp. per common share (diluted)	$	18,417	31,862	$	0.58	$	36,167	31,872	$	1.13
Net earnings attributable to AmSurg Corp. per common share (basic)	$	18,563	31,208	$	0.59	$	36,374	31,213	$	1.17
Effect of dilutive securities options and non-vested shares	—		654			—		659
Net earnings attributable to AmSurg Corp. per common share (diluted)	$	18,563	31,862	$	0.58	$	36,374	31,872	$	1.14