Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 18, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'IPCM | ' |
Entity Registrant Name | 'IPC The Hospitalist Company, Inc. | ' |
Entity Central Index Key | '0001410471 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 17,131,994 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $23,274 | $25,010 |
Accounts receivable, net | 117,649 | 103,585 |
Insurance receivable for malpractice claims - current portion | 12,076 | 11,653 |
Prepaid expenses and other current assets | 15,076 | 19,378 |
Total current assets | 168,075 | 159,626 |
Property and equipment, net | 6,238 | 6,343 |
Goodwill | 361,325 | 357,387 |
Other intangible assets, net | 5,565 | 5,857 |
Insurance receivable for malpractice claims - less current portion | 21,341 | 20,599 |
Total assets | 562,544 | 549,812 |
Current liabilities: | ' | ' |
Accounts payable and accrued liabilities | 9,746 | 5,486 |
Accrued compensation | 38,409 | 35,639 |
Payable for practice acquisitions, current portion | 28,574 | 32,430 |
Medical malpractice and self-insurance reserves, current portion | 12,690 | 12,211 |
Deferred tax liabilities, current portion | 969 | 969 |
Total current liabilities | 90,388 | 86,735 |
Long-term debt | 85,000 | 90,000 |
Medical malpractice and self-insurance reserves, less current portion | 45,353 | 44,044 |
Payable for practice acquisitions, less current portion | 6,272 | 8,289 |
Deferred tax liabilities, less current portion | 5,762 | 5,762 |
Total liabilities | 232,775 | 234,830 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, 15,000,000 shares authorized, none issued | 0 | 0 |
Common stock, $0.001 par value, 50,000,000 shares authorized, 17,125,914 and 17,015,580 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 17 | 17 |
Additional paid-in capital | 172,439 | 167,926 |
Retained earnings | 157,313 | 147,039 |
Total stockholders' equity | 329,769 | 314,982 |
Total liabilities and stockholders' equity | $562,544 | $549,812 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 17,125,914 | 17,015,580 |
Common stock, shares outstanding | 17,125,914 | 17,015,580 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Net revenue | $172,726 | $153,091 |
Operating expenses: | ' | ' |
Cost of services-physician practice salaries, benefits and other | 127,273 | 112,068 |
General and administrative | 27,607 | 23,823 |
Net change in fair value of contingent consideration | -383 | -1,093 |
Depreciation and amortization | 1,265 | 1,154 |
Total operating expenses | 155,762 | 135,952 |
Income from operations | 16,964 | 17,139 |
Investment income | 1 | 2 |
Interest expense | -314 | -115 |
Income before income taxes | 16,651 | 17,026 |
Income tax provision | 6,377 | 6,521 |
Net income | $10,274 | $10,505 |
Net income per share: | ' | ' |
Basic | $0.60 | $0.63 |
Diluted | $0.58 | $0.61 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities | ' | ' |
Net income | $10,274 | $10,505 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 1,265 | 1,154 |
Stock-based compensation expense | 1,965 | 1,735 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -14,064 | -12,136 |
Prepaid expenses and other current assets | 4,270 | 4,248 |
Accounts payable and accrued liabilities | 4,260 | 3,839 |
Accrued compensation | 2,770 | 4,796 |
Medical malpractice and self-insurance reserves, net | 623 | 899 |
Accrued contingent consideration | -1,189 | -1,093 |
Net cash provided by operating activities | 10,174 | 13,947 |
Investing activities | ' | ' |
Acquisitions of physician practices | -8,740 | -9,691 |
Purchase of property and equipment | -750 | -1,113 |
Net cash used in investing activities | -9,490 | -10,804 |
Financing activities | ' | ' |
Repayments of long-term debt | -5,000 | 0 |
Net proceeds from issuance of common stock | 2,160 | 1,333 |
Excess tax benefits from stock-based compensation | 420 | 317 |
Net cash (used in) provided by financing activities | -2,420 | 1,650 |
Net (decrease) increase in cash and cash equivalents | -1,736 | 4,793 |
Cash and cash equivalents, beginning of period | 25,010 | 16,214 |
Cash and cash equivalents, end of period | 23,274 | 21,007 |
Supplemental disclosure of cash flow information Cash paid for: | ' | ' |
Interest | 102 | 75 |
Income taxes | $635 | $490 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||
Basis of Presentation and Significant Accounting Policies | ' | ||||||||||||||||||||||||||||||||
Note 1. Basis of Presentation and Significant Accounting Policies | |||||||||||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||||||||||
IPC The Hospitalist Company, Inc. and its wholly-owned subsidiaries (the “Company,” “IPC,” “we,” “us,” and “our”) is a national physician group practice company that operates and manages full-time hospitalist practices. We prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) on the same basis as our audited annual financial statements. The consolidated financial statements include all accounts of IPC The Hospitalist Company, Inc. and its wholly owned subsidiaries and consolidated professional medical corporations (Professional Medical Corporations) managed under long-term management agreements. | |||||||||||||||||||||||||||||||||
Through the management agreements and our relationship with the stockholders of the Professional Medical Corporations, we have exclusive authority over all non-medical decision making related to the ongoing business operations of the Professional Medical Corporations. Further, our rights under the management agreements are unilaterally salable or transferable. Based on the provisions of the agreements, we have determined that the Professional Medical Corporations are variable interest entities (VIE’s), and that we are the primary beneficiary because we have control over the operations of these VIE’s, provide full financial and management support to them, and take all residual benefits and bear all residual losses from their operations. Consequently, we consolidate the revenue and expenses of the Professional Medical Corporations from the date of execution of the agreements. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||||||||||||||||||
In our opinion, these consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial information set forth therein. Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to GAAP and SEC rules and regulations, which are applicable to interim financial statements. As a result, the following disclosures should be read in conjunction with our audited consolidated financial statements and notes thereto as of December 31, 2013 included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 26, 2014. | |||||||||||||||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||||||
Net revenue consists of fees for medical services provided by our affiliated hospitalists under fee-for-service, case rate and other professional fee arrangements with various payors including Medicare, Medicaid, managed care organizations, insurance companies and hospitals. Net revenue is reported in the period in which services are provided at amounts expected to be collected, which excludes contractual discounts and an estimate of uncollectible accounts. | |||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions of the fair value of certain reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. Significant estimates include the estimated net realizable value of accounts receivable, medical malpractice insurance receivable and payable for known claims, liabilities for claims incurred but not reported (IBNR) related to medical malpractice, fair value of contingent consideration related to business combinations and the analysis of goodwill for impairment. The process of estimating these assets and liabilities involves judgment decisions, which are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. The results of operations for the current interim period are not necessarily indicative of the results for the entire year ending December 31, 2014. | |||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||
Our consolidated balance sheets as of March 31, 2014 and December 31, 2013 included the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, payable for practice acquisitions and long-term debt. We consider the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amount of our long-term debt borrowed from our line of credit approximated its fair value at March 31, 2014 and December 31, 2013. Pursuant to GAAP, we determine the fair value of our long-term borrowing using observable inputs, which is defined as Level 2 input under GAAP on fair value measures. | |||||||||||||||||||||||||||||||||
Our payable for practice acquisitions consisted of accrued contingent consideration for practice acquisitions. The accrued contingent consideration is carried at fair value largely determined using the income approach with unobservable inputs defined as Level 3 inputs under GAAP. See Note 3 for more information. | |||||||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||||||||
Goodwill - beginning balance at January 1, 2014 | $ | 357,387 | |||||||||||||||||||||||||||||||
Goodwill acquired during 2014 | 5,799 | ||||||||||||||||||||||||||||||||
Adjustment for prior year transactions | (1,861 | ) | |||||||||||||||||||||||||||||||
Goodwill - ending balance at March 31, 2014 | $ | 361,325 | |||||||||||||||||||||||||||||||
The valuation studies related to the practice acquisitions that occurred in the fourth quarter of 2013 were completed in early 2014, and as a result, the value of contingent consideration liability related to these acquisitions as of the acquisition dates was reduced by $1,861,000, along with a corresponding reduction in our goodwill. | |||||||||||||||||||||||||||||||||
Medical Malpractice Liability Insurance | |||||||||||||||||||||||||||||||||
We record our medical malpractice reserves, on an undiscounted basis, for claims incurred and reported and claims incurred but not reported (IBNR) during the policy period, based on actuarial loss projections using historical loss patterns. For claims incurred and reported, an insurance receivable from our carrier has been recorded pursuant to GAAP. Total accrued medical malpractice reserves and related insurance receivables were as follows (in thousands): | |||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||||||||||
Insurance | Claims | IBNR | Total | Insurance | Claims | IBNR | Total | ||||||||||||||||||||||||||
Receivable | Reserve | Reserve | Liabilities | Receivable | Reserve | Reserve | Liabilities | ||||||||||||||||||||||||||
Current Portion | $ | 12,076 | $ | 12,076 | 614 | 12,690 | $ | 11,653 | $ | 11,653 | 558 | 12,211 | |||||||||||||||||||||
Long-term Portion | 21,341 | 21,341 | 24,012 | 45,353 | 20,599 | 20,599 | 23,445 | 44,044 | |||||||||||||||||||||||||
Total | $ | 33,417 | $ | 33,417 | 24,626 | 58,043 | $ | 32,252 | $ | 32,252 | 24,003 | 56,255 | |||||||||||||||||||||
Business_Acquisitions
Business Acquisitions | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Business Acquisitions | ' | ||||
Note 2. Business Acquisitions | |||||
For practice acquisitions, we recognize all of the assets acquired, liabilities assumed and any contingent consideration at the acquisition-date fair value and expense all transaction related costs. | |||||
During the three months ended March 31, 2014, we completed the acquisition of three hospitalist physician practices. In connection with these acquisitions, we recorded goodwill and other identifiable intangible assets consisting of physician and hospital agreements. | |||||
Goodwill represents the potential business synergy from the combined operations of our existing and acquired practices through an expanded national network of providers, improved managed care contracting, improved collections, identification of growth initiatives and cost savings based upon the significant infrastructure we have developed. Amounts recorded as goodwill and identifiable intangible assets with indefinite lives are not amortizable for GAAP financial reporting purpose but are amortized for tax purposes over 15 years. | |||||
In addition to the initial consideration paid at the close of each transaction, the asset purchase agreements for the three acquisitions completed during the three months ended March 31, 2014 provide for contingent consideration to be paid, which is generally based upon the achievement of certain operating results of the acquired practices as of certain measurement dates. These additional payments are not contingent upon the future employment of the sellers. The contingent consideration for the three acquisitions completed during the three months ended March 31, 2014 was recorded on a provisional basis pending completion of the valuation studies as of the acquisition dates. | |||||
We estimate the fair value of contingent consideration to be paid based on discounted projected earnings of the acquired practices as of certain measurement dates. The discount rate that we use consists of a risk-free U.S. Treasury bond yield plus a Company specific credit spread which we believe is acceptable by willing market participants. | |||||
The following table summarizes the total amounts recorded during the three months ended March 31, 2014, related to the acquisition of hospitalist practices (in thousands): | |||||
Acquired assets – paid and accrued: | |||||
Goodwill - 2014 transactions | $ | 5,799 | |||
Other intangible assets | 118 | ||||
Total acquired assets - 2014 | 5,917 | ||||
Goodwill - adjustment for prior year transactions | (1,861 | ) | |||
4,056 | |||||
Cash paid for acquisitions: | |||||
2014 transactions | (3,025 | ) | |||
Contingent consideration | (5,715 | ) | |||
Total cash paid for acquisitions | (8,740 | ) | |||
Change in fair value of contingent consideration: | |||||
Net change in fair value of contingent consideration - recognized | (383 | ) | |||
Net change in fair value of contingent consideration - paid | (806 | ) | |||
Net change in fair value of contingent consideration | (1,189 | ) | |||
Net change in payable for practice acquisitions | (5,873 | ) | |||
Payable for practice acquisitions, beginning of period | 40,719 | ||||
Payable for practice acquisitions, end of period | $ | 34,846 | |||
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurement | ' | ||||||||||||||||
Note 3. Fair Value Measurement | |||||||||||||||||
Some of our liabilities are measured and recorded at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The established fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant assumptions (Level 3). This hierarchy is used to measure fair value as follows: | |||||||||||||||||
• | Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2 inputs include quoted prices for similar assets and liabilities in active markets; quoted prices in markets that are not active; and other inputs that are observable or can be corroborated by observable market data for the asset or liability. | ||||||||||||||||
• | Level 3 inputs are unobservable inputs for the asset or liability that are supported by little or no market activity. | ||||||||||||||||
The following table presents our liabilities measured at fair value on a recurring basis as of March 31, 2014 (in thousands): | |||||||||||||||||
Quoted Price In | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||||
Identical Instruments | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total Balance | ||||||||||||||
Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) | $ | 0 | $ | 0 | $ | 34,846 | $ | 34,846 | |||||||||
The following table presents a rollforward of our liabilities measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the three months ended March 31, 2014 (in thousands): | |||||||||||||||||
Three Months | |||||||||||||||||
Ended | |||||||||||||||||
March 31, 2014 | |||||||||||||||||
Accrued contingent consideration for practice acquisitions | |||||||||||||||||
Beginning balance | $ | 40,719 | |||||||||||||||
Addition through acquisition transactions | 2,892 | ||||||||||||||||
Adjustment for prior year transactions | (1,861 | ) | |||||||||||||||
Change in fair value recognized | (383 | ) | |||||||||||||||
Change in fair value paid | (806 | ) | |||||||||||||||
Payments | (5,715 | ) | |||||||||||||||
Ending balance | $ | 34,846 | |||||||||||||||
The fair value of our accrued contingent consideration is determined using widely accepted valuation techniques, which include the income approach for estimating future consideration to be paid based on projected earnings of our acquired practices as of specified measurement dates. The income approach involves the use of a probability-weighted discounted cash flow model based on significant inputs not observable in the market. The significant inputs include discount rates of 2.04% to 2.35%, 100% probability of achieving the estimated projected earnings, and 25% to 90% probability of the acquisition of certain other hospitalist practices. | |||||||||||||||||
Because our accrued contingent consideration is generally based on a certain multiple of earnings of the acquired practices during a specified measurement period, a moderate change in such projected earnings may result in a material change to the fair value of such contingent consideration liability with a corresponding adjustment to income from operations. We reassess our projected earnings and the related fair value of our accrued contingent consideration for practice acquisitions on a quarterly basis. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Note 4. Debt | |
Our secured revolving credit agreement (Credit Facility) provides a revolving line of credit of $125.0 million and contains an “accordion” feature that allows an increase of up to $25.0 million to the Credit Facility with lender approval. The Credit Facility has a maturity date of August 4, 2016 and is available for working capital, practice acquisitions, capital expenditures and general business expenses. As of March 31, 2014, we had borrowings of $85.0 million and letters of credit of $0.3 million outstanding, and $39.7 million available under the Credit Facility. | |
The revolving line of credit is limited by a formula based on a certain multiple times the trailing twelve months of earnings before interest, taxes, depreciation, amortization and certain non-cash items. Interest rate options for each borrowing under the Credit Facility, to be selected by us at the time of each borrowing, include either LIBOR plus 0.75% to 1.75%, or the lender’s prime rate plus 0% to 0.75%, both based on a leverage ratio. We pay an unused commitment fee equal to 0.25% per annum on the difference between the revolving line capacity and the average balance outstanding during the year. Outstanding amounts advanced to us under the revolving line of credit are repayable on or before the maturity date. The interest rate for our borrowings under the Credit Facility at March 31, 2014 was 1.4375% per annum. | |
The Credit Facility is guaranteed by our subsidiaries and affiliated Professional Medical Corporations and limited liability companies, and is secured by substantially all of our and our guarantors’ tangible and intangible assets. The Credit Facility includes various customary financial covenants and restrictions, as well as customary remedies for our lenders following an event of default. As of March 31, 2014, we were in compliance with such financial covenants and restrictions. |
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Note 5. Income Taxes | |||||||||
Following are the income tax provisions and effective tax rates for the three months ended March 31, 2014 and 2013 (dollars in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Income tax provision | $ | 6,377 | $ | 6,521 | |||||
Effective tax rate | 38.3 | % | 38.3 | % | |||||
The effective tax rates differ from the statutory U.S. federal income tax rate of 35.0% due primarily to state income taxes. | |||||||||
Our accounting policy is to include interest and penalties related to income tax liabilities in income tax expense. As of March 31, 2014, we did not have any estimated interest and penalties related to uncertain tax positions. | |||||||||
The tax years 2009 to 2012 remain open to examination by the major taxing jurisdictions to which we are subject. The statute of limitations for tax years 1999 to 2008 has expired, except that the tax year 1999 is subject to adjustment of net operating losses by the Internal Revenue Service. We are subject to taxation in the United States and various state jurisdictions. The Company is currently subject to one state tax examination for the tax year of 2009. The outcome of the examination cannot be predicted with certainty; however, we believe that the ultimate resolution will not have a material effect on our consolidated financial position, results of operations, or cash flows. | |||||||||
We make our best estimate of the tax rate expected to be applicable for the full fiscal year. The rate so determined is used to compute our income tax expense for an interim period. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||
Note 6. Stock-Based Compensation | |||||||||||||||||||||
At March 31, 2014, we had a stock-based employee compensation program, for which we had reserved a total of 4,943,170 common shares for issuance. Under our 2012 Equity Participation Plan (Equity Plan), which was approved by our stockholders on June 7, 2012, a total of 1,422,130 shares of our common stock were available for issuance and no new awards will be issued under any previous equity participation plans. As of March 31, 2014, there were 894,596 shares of our common stock available for future grants under our Equity Plan, which included the canceled and forfeited shares issued under previous equity participation plans. | |||||||||||||||||||||
All option awards granted during the three months ended March 31, 2014 were issued with exercise prices equal to the closing price of our common stock on the NASDAQ Global Select Market on the dates of the grant. The options under the Equity Plan generally vest over a four-year period from date of grant, and options terminate on the 10th anniversary of the agreement date for all grants issued before January 1, 2013 and on the 7th anniversary of the agreement date for all grants issued after December 31, 2012. Restricted stock awards generally vest over a four-year period from date of the award. Performance stock awards generally vest over two to three years from date of the award based on the expected level of achievement of certain operational goals that will be obtained and adjusted as appropriate to reflect actual shares issued. | |||||||||||||||||||||
Stock-based compensation expense is recognized over the period when the options, restricted stock awards, performance stock awards and our employee stock purchase plan shares vest, which is included in total general and administrative expenses as follows (in thousands): | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Total stock-based compensation expense | $ | 1,965 | $ | 1,735 | |||||||||||||||||
Tax benefit from stock-based compensation expense | (753 | ) | (665 | ) | |||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 1,212 | $ | 1,070 | |||||||||||||||||
As of March 31, 2014, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under our Equity Plan and previous equity participation plans and the weighted-average period of years expected to recognize those costs are as follows (dollars in thousands): | |||||||||||||||||||||
Total Unrecognized | Weighted -average | ||||||||||||||||||||
Compensation Cost | Remaining Recognition | ||||||||||||||||||||
Period | |||||||||||||||||||||
(Years) | |||||||||||||||||||||
Stock option | $ | 3,790 | 1.77 | ||||||||||||||||||
Restricted/Performance stock | $ | 9,757 | 2.46 | ||||||||||||||||||
The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions: | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Risk-free interest rate | 1.03 | % | 0.66 | % | |||||||||||||||||
Expected volatility | 37.05 | % | 40.09 | % | |||||||||||||||||
Expected option life (in years) | 4.39 | 4.42 | |||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||
The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues. The expected volatility is largely based on the volatility of our stock price. The expected option life of each award granted was calculated using the “simplified method” in accordance with GAAP. | |||||||||||||||||||||
The grant date fair value of each restricted stock award or performance stock award is based on the closing stock price on the grant date of the award as reported by NASDAQ Global Select Market. | |||||||||||||||||||||
The following table summarizes the stock option activities in our Equity Plan during the three months ended March 31, 2014. | |||||||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | Weighted- | |||||||||||||||||
Average | Average | Intrinsic Value | Average Fair | ||||||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Term | |||||||||||||||||||||
(Years) | (in 000s) | ||||||||||||||||||||
Options outstanding as of December 31, 2013 | 1,380,425 | $ | 30.12 | $ | 12.56 | ||||||||||||||||
Changes during period: | |||||||||||||||||||||
Granted | 39,138 | 55.12 | 17.49 | ||||||||||||||||||
Exercised | (34,129 | ) | 29.81 | 12.88 | |||||||||||||||||
Cancelled | (9,638 | ) | 43.34 | 18.11 | |||||||||||||||||
Options outstanding as of March 31, 2014 | 1,375,796 | $ | 30.74 | 5.68 | $ | 25,475 | $ | 12.66 | |||||||||||||
Options exercisable as of March 31, 2014 | 1,139,101 | $ | 28.24 | 5.35 | $ | 23,781 | $ | 11.8 | |||||||||||||
The following table summarizes the restricted stock award and performance stock award activities in our Equity Plan during the three months ended March 31, 2014. | |||||||||||||||||||||
Shares | Weighted- | Aggregate | Weighted- | ||||||||||||||||||
Average | Intrinsic | Average | |||||||||||||||||||
Remaining | Value | Fair Value | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Term | |||||||||||||||||||||
(Years) | (in 000s) | ||||||||||||||||||||
Restricted/performance stock awards outstanding as of December 31, 2013 | 212,413 | $ | 40.29 | ||||||||||||||||||
Changes during period: | |||||||||||||||||||||
Granted | 111,360 | 52.5 | |||||||||||||||||||
Released | (53,080 | ) | 38.69 | ||||||||||||||||||
Forfeited | (5,402 | ) | 40.97 | ||||||||||||||||||
Restricted/performance stock awards outstanding as of March 31, 2014 | 265,291 | 1.88 | $ | 12,184 | $ | 45.72 | |||||||||||||||
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share | ' | ||||||||
Note 7. Earnings Per Share | |||||||||
Basic net income per share is calculated by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing net income for the period by the weighted average number of shares outstanding during the period plus the dilutive effect of our outstanding stock awards and shares issuable under our employee stock purchase plan using the treasury stock method. | |||||||||
The calculations of basic and diluted net income per share for the three months ended March 31, 2014 and 2013 are as follows (dollars in thousands, except for per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Basic: | |||||||||
Net income attributable to common stockholders | $ | 10,274 | $ | 10,505 | |||||
Weighted average number of common shares outstanding | 17,054,598 | 16,703,369 | |||||||
Basic net income per share attributable to common stockholders | $ | 0.6 | $ | 0.63 | |||||
Diluted: | |||||||||
Net income attributable to common stockholders | $ | 10,274 | $ | 10,505 | |||||
Weighted average number of common shares outstanding | 17,054,598 | 16,703,369 | |||||||
Weighted average number of dilutive common share equivalents from options to purchase common stock | 512,985 | 422,571 | |||||||
Common shares and common share equivalents | 17,567,583 | 17,125,940 | |||||||
Diluted net income per share | $ | 0.58 | $ | 0.61 | |||||
Outstanding stock options that have an above-market exercise price or that are anti-dilutive under the treasury stock method, are excluded from our diluted computation. As of March 31, 2014, the total number of excluded stock options was 41,254. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Note 8. Commitments and Contingencies | |
Legal | |
In the ordinary course of our business, we become involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by our affiliated hospitalists. We may also become subject to other lawsuits, which could involve significant claims and/or significant defense costs. | |
We believe, based upon our review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on our business, financial condition, results of operations, or cash flows. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on our business, financial condition, results of operations, or cash flows in a future period. | |
Government Inquiry | |
On June 7, 2010, we received a civil investigative demand (CID) issued by the Department of Justice (DOJ), U.S. Attorney’s Office for the Northern District of Illinois. The CID requested information concerning claims that we have submitted to Medicare and Medicaid. The CID covered the period from January 1, 2003, through June 4, 2010, and requested production of a range of documents relating to our Medicare and Medicaid participation, physician arrangements, operations, billings and compliance programs. We believe we have a strong compliance focus, and that we operate with appropriate billing policies, procedures, provider training, and compliance programs and controls. We produced responsive documents and have been in contact with representatives of the DOJ who informed us that the inquiry related to a qui tam whistleblower action filed under court seal in the U.S. District Court for the Northern District of Illinois (Chicago). We also were informed that several state attorneys general were examining our Medicaid claims in coordination with the DOJ. | |
On December 6, 2013, the U.S. District Court partially lifted the seal on the civil False Claims Act case related to this investigation. The unsealed portions of the Court docket include the whistleblower’s Complaint, which contains allegations of improper billing to Medicare and Medicaid, a Notice of Election to Intervene filed by the federal government and a Notice of Election to Decline Intervention filed by the State of Illinois and 12 other states that participated in the investigation. We have cooperated with the government’s investigation and continue to have discussions with the federal government regarding its investigation and the related case. | |
It is not possible to predict when this matter may be resolved or what impact, if any, the outcome of this matter might have on our consolidated financial position, results of operations, or cash flows. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||||||||||||||
IPC The Hospitalist Company, Inc. and its wholly-owned subsidiaries (the “Company,” “IPC,” “we,” “us,” and “our”) is a national physician group practice company that operates and manages full-time hospitalist practices. We prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) on the same basis as our audited annual financial statements. The consolidated financial statements include all accounts of IPC The Hospitalist Company, Inc. and its wholly owned subsidiaries and consolidated professional medical corporations (Professional Medical Corporations) managed under long-term management agreements. | |||||||||||||||||||||||||||||||||
Through the management agreements and our relationship with the stockholders of the Professional Medical Corporations, we have exclusive authority over all non-medical decision making related to the ongoing business operations of the Professional Medical Corporations. Further, our rights under the management agreements are unilaterally salable or transferable. Based on the provisions of the agreements, we have determined that the Professional Medical Corporations are variable interest entities (VIE’s), and that we are the primary beneficiary because we have control over the operations of these VIE’s, provide full financial and management support to them, and take all residual benefits and bear all residual losses from their operations. Consequently, we consolidate the revenue and expenses of the Professional Medical Corporations from the date of execution of the agreements. All intercompany balances and transactions have been eliminated in consolidation. | |||||||||||||||||||||||||||||||||
In our opinion, these consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial information set forth therein. Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to GAAP and SEC rules and regulations, which are applicable to interim financial statements. As a result, the following disclosures should be read in conjunction with our audited consolidated financial statements and notes thereto as of December 31, 2013 included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on February 26, 2014. | |||||||||||||||||||||||||||||||||
Revenue | ' | ||||||||||||||||||||||||||||||||
Revenue | |||||||||||||||||||||||||||||||||
Net revenue consists of fees for medical services provided by our affiliated hospitalists under fee-for-service, case rate and other professional fee arrangements with various payors including Medicare, Medicaid, managed care organizations, insurance companies and hospitals. Net revenue is reported in the period in which services are provided at amounts expected to be collected, which excludes contractual discounts and an estimate of uncollectible accounts. | |||||||||||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions of the fair value of certain reported amounts of assets, liabilities, revenues and expenses at the date and for the periods that the financial statements are prepared. Significant estimates include the estimated net realizable value of accounts receivable, medical malpractice insurance receivable and payable for known claims, liabilities for claims incurred but not reported (IBNR) related to medical malpractice, fair value of contingent consideration related to business combinations and the analysis of goodwill for impairment. The process of estimating these assets and liabilities involves judgment decisions, which are subject to an inherent degree of uncertainty. Actual results could differ from those estimates. The results of operations for the current interim period are not necessarily indicative of the results for the entire year ending December 31, 2014. | |||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||
Our consolidated balance sheets as of March 31, 2014 and December 31, 2013 included the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, payable for practice acquisitions and long-term debt. We consider the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying amount of our long-term debt borrowed from our line of credit approximated its fair value at March 31, 2014 and December 31, 2013. Pursuant to GAAP, we determine the fair value of our long-term borrowing using observable inputs, which is defined as Level 2 input under GAAP on fair value measures. | |||||||||||||||||||||||||||||||||
Our payable for practice acquisitions consisted of accrued contingent consideration for practice acquisitions. The accrued contingent consideration is carried at fair value largely determined using the income approach with unobservable inputs defined as Level 3 inputs under GAAP. See Note 3 for more information. | |||||||||||||||||||||||||||||||||
Goodwill | ' | ||||||||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||||||||
Goodwill - beginning balance at January 1, 2014 | $ | 357,387 | |||||||||||||||||||||||||||||||
Goodwill acquired during 2014 | 5,799 | ||||||||||||||||||||||||||||||||
Adjustment for prior year transactions | (1,861 | ) | |||||||||||||||||||||||||||||||
Goodwill - ending balance at March 31, 2014 | $ | 361,325 | |||||||||||||||||||||||||||||||
The valuation studies related to the practice acquisitions that occurred in the fourth quarter of 2013 were completed in early 2014, and as a result, the value of contingent consideration liability related to these acquisitions as of the acquisition dates was reduced by $1,861,000, along with a corresponding reduction in our goodwill. | |||||||||||||||||||||||||||||||||
Medical Malpractice Liability Insurance | ' | ||||||||||||||||||||||||||||||||
Medical Malpractice Liability Insurance | |||||||||||||||||||||||||||||||||
We record our medical malpractice reserves, on an undiscounted basis, for claims incurred and reported and claims incurred but not reported (IBNR) during the policy period, based on actuarial loss projections using historical loss patterns. For claims incurred and reported, an insurance receivable from our carrier has been recorded pursuant to GAAP. Total accrued medical malpractice reserves and related insurance receivables were as follows (in thousands): | |||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||||||||||
Insurance | Claims | IBNR | Total | Insurance | Claims | IBNR | Total | ||||||||||||||||||||||||||
Receivable | Reserve | Reserve | Liabilities | Receivable | Reserve | Reserve | Liabilities | ||||||||||||||||||||||||||
Current Portion | $ | 12,076 | $ | 12,076 | 614 | 12,690 | $ | 11,653 | $ | 11,653 | 558 | 12,211 | |||||||||||||||||||||
Long-term Portion | 21,341 | 21,341 | 24,012 | 45,353 | 20,599 | 20,599 | 23,445 | 44,044 | |||||||||||||||||||||||||
Total | $ | 33,417 | $ | 33,417 | 24,626 | 58,043 | $ | 32,252 | $ | 32,252 | 24,003 | 56,255 | |||||||||||||||||||||
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||||||||||||||||||
The changes in the carrying amount of goodwill for the three months ended March 31, 2014 are as follows (in thousands): | |||||||||||||||||||||||||||||||||
Goodwill - beginning balance at January 1, 2014 | $ | 357,387 | |||||||||||||||||||||||||||||||
Goodwill acquired during 2014 | 5,799 | ||||||||||||||||||||||||||||||||
Adjustment for prior year transactions | (1,861 | ) | |||||||||||||||||||||||||||||||
Goodwill - ending balance at March 31, 2014 | $ | 361,325 | |||||||||||||||||||||||||||||||
Schedule of Total Accrued Medical Malpractice Reserves and Related Insurance Receivables | ' | ||||||||||||||||||||||||||||||||
Total accrued medical malpractice reserves and related insurance receivables were as follows (in thousands): | |||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Assets | Liabilities | Assets | Liabilities | ||||||||||||||||||||||||||||||
Insurance | Claims | IBNR | Total | Insurance | Claims | IBNR | Total | ||||||||||||||||||||||||||
Receivable | Reserve | Reserve | Liabilities | Receivable | Reserve | Reserve | Liabilities | ||||||||||||||||||||||||||
Current Portion | $ | 12,076 | $ | 12,076 | 614 | 12,690 | $ | 11,653 | $ | 11,653 | 558 | 12,211 | |||||||||||||||||||||
Long-term Portion | 21,341 | 21,341 | 24,012 | 45,353 | 20,599 | 20,599 | 23,445 | 44,044 | |||||||||||||||||||||||||
Total | $ | 33,417 | $ | 33,417 | 24,626 | 58,043 | $ | 32,252 | $ | 32,252 | 24,003 | 56,255 | |||||||||||||||||||||
Business_Acquisitions_Tables
Business Acquisitions (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Schedule of Acquisition of Hospitalist Practices | ' | ||||
The following table summarizes the total amounts recorded during the three months ended March 31, 2014, related to the acquisition of hospitalist practices (in thousands): | |||||
Acquired assets – paid and accrued: | |||||
Goodwill - 2014 transactions | $ | 5,799 | |||
Other intangible assets | 118 | ||||
Total acquired assets - 2014 | 5,917 | ||||
Goodwill - adjustment for prior year transactions | (1,861 | ) | |||
4,056 | |||||
Cash paid for acquisitions: | |||||
2014 transactions | (3,025 | ) | |||
Contingent consideration | (5,715 | ) | |||
Total cash paid for acquisitions | (8,740 | ) | |||
Change in fair value of contingent consideration: | |||||
Net change in fair value of contingent consideration - recognized | (383 | ) | |||
Net change in fair value of contingent consideration - paid | (806 | ) | |||
Net change in fair value of contingent consideration | (1,189 | ) | |||
Net change in payable for practice acquisitions | (5,873 | ) | |||
Payable for practice acquisitions, beginning of period | 40,719 | ||||
Payable for practice acquisitions, end of period | $ | 34,846 | |||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table presents our liabilities measured at fair value on a recurring basis as of March 31, 2014 (in thousands): | |||||||||||||||||
Quoted Price In | Significant Other | Significant | |||||||||||||||
Active Markets for | Observable | Unobservable | |||||||||||||||
Identical Instruments | Inputs | Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total Balance | ||||||||||||||
Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) | $ | 0 | $ | 0 | $ | 34,846 | $ | 34,846 | |||||||||
Rollforward for Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs | ' | ||||||||||||||||
The following table presents a rollforward of our liabilities measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the three months ended March 31, 2014 (in thousands): | |||||||||||||||||
Three Months | |||||||||||||||||
Ended | |||||||||||||||||
March 31, 2014 | |||||||||||||||||
Accrued contingent consideration for practice acquisitions | |||||||||||||||||
Beginning balance | $ | 40,719 | |||||||||||||||
Addition through acquisition transactions | 2,892 | ||||||||||||||||
Adjustment for prior year transactions | (1,861 | ) | |||||||||||||||
Change in fair value recognized | (383 | ) | |||||||||||||||
Change in fair value paid | (806 | ) | |||||||||||||||
Payments | (5,715 | ) | |||||||||||||||
Ending balance | $ | 34,846 | |||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Income Tax Provisions and Effective Tax Rates | ' | ||||||||
Following are the income tax provisions and effective tax rates for the three months ended March 31, 2014 and 2013 (dollars in thousands): | |||||||||
Three Months Ended March 31, | |||||||||
2014 | 2013 | ||||||||
Income tax provision | $ | 6,377 | $ | 6,521 | |||||
Effective tax rate | 38.3 | % | 38.3 | % | |||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Schedule of Stock-Based Compensation Expense Recognized When Options, Restricted Stock Awards, Performance Stock Awards and Employee Stock Purchase Plan Shares Vested | ' | ||||||||||||||||||||
Stock-based compensation expense is recognized over the period when the options, restricted stock awards, performance stock awards and our employee stock purchase plan shares vest, which is included in total general and administrative expenses as follows (in thousands): | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Total stock-based compensation expense | $ | 1,965 | $ | 1,735 | |||||||||||||||||
Tax benefit from stock-based compensation expense | (753 | ) | (665 | ) | |||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 1,212 | $ | 1,070 | |||||||||||||||||
Schedule of Unrecognized Compensation Costs Related to Non-Vested Stock-Based Compensation Arrangements Granted under Equity Plan and Previous Equity Participation Plans and Weighted-Average Period of Years Expected to Recognize Those Costs | ' | ||||||||||||||||||||
As of March 31, 2014, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under our Equity Plan and previous equity participation plans and the weighted-average period of years expected to recognize those costs are as follows (dollars in thousands): | |||||||||||||||||||||
Total Unrecognized | Weighted -average | ||||||||||||||||||||
Compensation Cost | Remaining Recognition | ||||||||||||||||||||
Period | |||||||||||||||||||||
(Years) | |||||||||||||||||||||
Stock option | $ | 3,790 | 1.77 | ||||||||||||||||||
Restricted/Performance stock | $ | 9,757 | 2.46 | ||||||||||||||||||
Schedule of Fair Value of Each Option Grant Estimated on Date of Grant Using Black-Scholes Option-Pricing Model | ' | ||||||||||||||||||||
The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model based on the following weighted-average assumptions: | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Risk-free interest rate | 1.03 | % | 0.66 | % | |||||||||||||||||
Expected volatility | 37.05 | % | 40.09 | % | |||||||||||||||||
Expected option life (in years) | 4.39 | 4.42 | |||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||
Summary of Stock Option Activities in Equity Plan | ' | ||||||||||||||||||||
The following table summarizes the stock option activities in our Equity Plan during the three months ended March 31, 2014. | |||||||||||||||||||||
Shares | Weighted- | Weighted- | Aggregate | Weighted- | |||||||||||||||||
Average | Average | Intrinsic Value | Average Fair | ||||||||||||||||||
Exercise Price | Remaining | Value | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Term | |||||||||||||||||||||
(Years) | (in 000s) | ||||||||||||||||||||
Options outstanding as of December 31, 2013 | 1,380,425 | $ | 30.12 | $ | 12.56 | ||||||||||||||||
Changes during period: | |||||||||||||||||||||
Granted | 39,138 | 55.12 | 17.49 | ||||||||||||||||||
Exercised | (34,129 | ) | 29.81 | 12.88 | |||||||||||||||||
Cancelled | (9,638 | ) | 43.34 | 18.11 | |||||||||||||||||
Options outstanding as of March 31, 2014 | 1,375,796 | $ | 30.74 | 5.68 | $ | 25,475 | $ | 12.66 | |||||||||||||
Options exercisable as of March 31, 2014 | 1,139,101 | $ | 28.24 | 5.35 | $ | 23,781 | $ | 11.8 | |||||||||||||
Summary of Restricted Stock Award and Performance Stock Award Activities in Equity Plan | ' | ||||||||||||||||||||
The following table summarizes the restricted stock award and performance stock award activities in our Equity Plan during the three months ended March 31, 2014. | |||||||||||||||||||||
Shares | Weighted- | Aggregate | Weighted- | ||||||||||||||||||
Average | Intrinsic | Average | |||||||||||||||||||
Remaining | Value | Fair Value | |||||||||||||||||||
Contractual | |||||||||||||||||||||
Term | |||||||||||||||||||||
(Years) | (in 000s) | ||||||||||||||||||||
Restricted/performance stock awards outstanding as of December 31, 2013 | 212,413 | $ | 40.29 | ||||||||||||||||||
Changes during period: | |||||||||||||||||||||
Granted | 111,360 | 52.5 | |||||||||||||||||||
Released | (53,080 | ) | 38.69 | ||||||||||||||||||
Forfeited | (5,402 | ) | 40.97 | ||||||||||||||||||
Restricted/performance stock awards outstanding as of March 31, 2014 | 265,291 | 1.88 | $ | 12,184 | $ | 45.72 | |||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Basic and Diluted Net Income Per Share | ' | ||||||||
The calculations of basic and diluted net income per share for the three months ended March 31, 2014 and 2013 are as follows (dollars in thousands, except for per share data): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Basic: | |||||||||
Net income attributable to common stockholders | $ | 10,274 | $ | 10,505 | |||||
Weighted average number of common shares outstanding | 17,054,598 | 16,703,369 | |||||||
Basic net income per share attributable to common stockholders | $ | 0.6 | $ | 0.63 | |||||
Diluted: | |||||||||
Net income attributable to common stockholders | $ | 10,274 | $ | 10,505 | |||||
Weighted average number of common shares outstanding | 17,054,598 | 16,703,369 | |||||||
Weighted average number of dilutive common share equivalents from options to purchase common stock | 512,985 | 422,571 | |||||||
Common shares and common share equivalents | 17,567,583 | 17,125,940 | |||||||
Diluted net income per share | $ | 0.58 | $ | 0.61 | |||||
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies - Schedule of Changes in Carrying Amount of Goodwill (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill [Roll Forward] | ' |
Goodwill - beginning balance | $357,387 |
Goodwill acquired during 2014 | 5,799 |
Goodwill Adjustment for prior year transactions | -1,861 |
Goodwill - ending balance | $361,325 |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Goodwill Translation And Purchase Accounting Adjustments [Abstract] | ' |
Goodwill-adjustment for prior year transactions | ($1,861) |
Basis_of_Presentation_and_Sign5
Basis of Presentation and Significant Accounting Policies - Schedule of Total Accrued Medical Malpractice Reserves and Related Insurance Receivables (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Health Care Organizations [Abstract] | ' | ' |
Insurance Receivable, Current Portion | $12,076 | $11,653 |
Insurance Receivable, Long-term Portion | 21,341 | 20,599 |
Insurance Receivable, Total | 33,417 | 32,252 |
Claims Reserve, Current Portion | 12,076 | 11,653 |
Claims Reserve, Long-term Portion | 21,341 | 20,599 |
Claims Reserve, Total | 33,417 | 32,252 |
IBNR Reserve, Current Portion | 614 | 558 |
IBNR Reserve, Long-term Portion | 24,012 | 23,445 |
IBNR Reserve, Total | 24,626 | 24,003 |
Total Liabilities, Current Portion | 12,690 | 12,211 |
Total Liabilities, Long-term Portion | 45,353 | 44,044 |
Total Liabilities | $58,043 | $56,255 |
Business_Acquisitions_Addition
Business Acquisitions - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Hospitalist | |
Business Combinations [Abstract] | ' |
Number of hospitalist physician practices acquired | 3 |
Period in which identifiable intangible assets amortized for tax purposes, years | '15 years |
Business_Acquisitions_Schedule
Business Acquisitions - Schedule of Acquisition of Hospitalist Practices (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Acquired assets - paid and accrued: | ' | ' |
Goodwill - 2014 transactions | $5,799 | ' |
Other intangible assets | 118 | ' |
Total acquired assets - 2014 | 5,917 | ' |
Goodwill - adjustment for prior year transactions | -1,861 | ' |
Total acquired assets | 4,056 | ' |
Cash paid for acquisitions: | ' | ' |
2014 transactions | -3,025 | ' |
Contingent consideration | -5,715 | ' |
Total cash paid for acquisitions | -8,740 | -9,691 |
Change in fair value of contingent consideration: | ' | ' |
Net change in fair value of contingent consideration - recognized | -383 | -1,093 |
Net change in fair value of contingent consideration - paid | -806 | ' |
Net change in fair value of contingent consideration | -1,189 | -1,093 |
Net change in payable for practice acquisitions | -5,873 | ' |
Payable for practice acquisitions, beginning of period | 40,719 | ' |
Payable for practice acquisitions, end of period | $34,846 | ' |
Fair_Value_Measurement_Liabili
Fair Value Measurement - Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring [Member], USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) | $34,846 |
Quoted Price In Active Markets for Identical Instruments (Level 1) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) | $34,846 |
Fair_Value_Measurement_Rollfor
Fair Value Measurement - Rollforward for Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Detail) (Business Combination Accrued Contingent Consideration [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Business Combination Accrued Contingent Consideration [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Beginning balance | $40,719 |
Addition through acquisition transactions | 2,892 |
Adjustment for prior year transactions | -1,861 |
Change in fair value recognized | -383 |
Change in fair value paid | -806 |
Payments | -5,715 |
Ending balance | $34,846 |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' |
Probability of achieving estimated projected earnings | 100.00% |
Minimum [Member] | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' |
Discount rates on significant inputs | 2.04% |
Probability of acquisition of certain other hospitalist practices | 25.00% |
Maximum [Member] | ' |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' |
Discount rates on significant inputs | 2.35% |
Probability of acquisition of certain other hospitalist practices | 90.00% |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (Revolving Credit Facility [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Line of Credit Facility [Line Items] | ' |
Revolving line of credit borrowing capacity | $125 |
Additional borrowing capacity under revolving line of credit facility | 25 |
Maturity date of Credit Facility | 4-Aug-16 |
Amount provided by credit agreement | 85 |
Letters of credit amount outstanding | 0.3 |
Remaining amount available under revolving line of credit facility | $39.70 |
Interest rate terms | 'Interest rate options for each borrowing under the Credit Facility, to be selected by us at the time of each borrowing, include either LIBOR plus 0.75% to 1.75%, or the lender's prime rate plus 0% to 0.75%, both based on a leverage ratio. |
Percentage of unused commitment fee, per annum | 0.25% |
Revolving line of credit interest rate, per annum | 1.44% |
LIBOR [Member] | Minimum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Variable interest rate, percentage in addition to base rate | 0.75% |
LIBOR [Member] | Maximum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Variable interest rate, percentage in addition to base rate | 1.75% |
Prime Rate [Member] | Minimum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Variable interest rate, percentage in addition to base rate | 0.00% |
Prime Rate [Member] | Maximum [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Variable interest rate, percentage in addition to base rate | 0.75% |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Tax Provisions and Effective Tax Rates (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Income tax provision | $6,377 | $6,521 |
Effective tax rate | 38.30% | 38.30% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Statutory U.S. federal income tax rate | 35.00% |
Tax examination, year under examination | '2009 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) | Mar. 31, 2014 | Jun. 07, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
Stock Compensation Plan [Member] | Restricted Stock [Member] | Performance Stock Awards [Member] | Performance Stock Awards [Member] | |||
Minimum [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Common shares reserved for issuance under stock-based employee compensation program | 4,943,170 | ' | ' | ' | ' | ' |
Common stock available for issuance under Equity Plan | 894,596 | 1,422,130 | ' | ' | ' | ' |
Vesting period, in years | ' | ' | '4 years | '4 years | '2 years | '3 years |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense Recognized When Options, Restricted Stock Awards, Performance Stock Awards and Employee Stock Purchase Plan Shares Vested (Detail) (General and Administrative Expenses [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
General and Administrative Expenses [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Total stock-based compensation expense | $1,965 | $1,735 |
Tax benefit from stock-based compensation expense | -753 | -665 |
Total stock-based compensation expense, net of tax | $1,212 | $1,070 |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Unrecognized Compensation Costs Related to Non-Vested Stock-Based Compensation Arrangements Granted under Equity Plan and Weighted-Average Period of Years Expected to Recognize Those Costs (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Restricted Stock And Performance Shares [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Unrecognized Compensation Cost | $9,757 |
Weighted-average Remaining Contractual Term (Years) | '2 years 5 months 16 days |
Stock Compensation Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Total Unrecognized Compensation Cost | $3,790 |
Weighted-average Remaining Contractual Term (Years) | '1 year 9 months 7 days |
StockBased_Compensation_Schedu2
Stock-Based Compensation - Schedule of Fair Value of Each Option Grant Estimated on Date of Grant Using Black-Scholes Option-Pricing Model (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions And Methodology [Abstract] | ' | ' |
Risk-free interest rate | 1.03% | 0.66% |
Expected volatility | 37.05% | 40.09% |
Expected option life (in years) | '4 years 4 months 21 days | '4 years 5 months 1 day |
Expected dividend yield | 0.00% | 0.00% |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activities in Equity Plan (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Shares | ' |
Shares, Options outstanding as of December 31, 2013 | 1,380,425 |
Shares, Granted | 39,138 |
Shares, Exercised | -34,129 |
Shares, Cancelled | -9,638 |
Shares, Options outstanding as of March 31, 2014 | 1,375,796 |
Shares, Options exercisable as of March 31, 2014 | 1,139,101 |
Weighted-Average Exercise Price | ' |
Weighted-Average Exercise Price, Options outstanding as of December 31, 2013 | $30.12 |
Weighted-Average Exercise Price, Granted | $55.12 |
Weighted-Average Exercise Price, Exercised | $29.81 |
Weighted-Average Exercise Price, Cancelled | $43.34 |
Weighted-Average Exercise Price, Options outstanding as of March 31, 2014 | $30.74 |
Weighted-Average Exercise Price, Options exercisable as of March 31, 2014 | $28.24 |
Weighted-Average Remaining Contractual Term | ' |
Weighted-Average Remaining Contractual Term, Options outstanding as of March 31, 2014(Years) | '5 years 8 months 5 days |
Weighted-Average Remaining Contractual Term, Options exercisable as of March 31, 2014(Years) | '5 years 4 months 6 days |
Aggregate Intrinsic Value | ' |
Aggregate Intrinsic Value, Options outstanding as of March 31, 2014 | $25,475 |
Aggregate Intrinsic Value, Options exercisable as of March 31, 2014 | $23,781 |
Weighted-Average Fair Value | ' |
Weighted-Average Fair Value, Options outstanding as of December 31, 2013 | $12.56 |
Weighted-Average Fair Value, Granted | $17.49 |
Weighted-Average Fair Value, Exercised | $12.88 |
Weighted-Average Fair Value, Cancelled | $18.11 |
Weighted-Average Fair Value, Options outstanding as of March 31, 2014 | $12.66 |
Weighted-Average Fair Value, Options exercisable as of March 31, 2014 | $11.80 |
StockBased_Compensation_Summar1
Stock-Based Compensation - Summary of Restricted Stock Award and Performance Stock Award Activities in Equity Plan (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 |
Shares | ' |
Shares, Restricted/performance stock awards outstanding as of December 31, 2013 | 212,413 |
Shares, Granted | 111,360 |
Shares, Released | -53,080 |
Shares, Forfeited | -5,402 |
Shares, Restricted/performance stock awards outstanding as of March 31, 2014 | 265,291 |
Weighted-Average Remaining Contractual Term | ' |
Weighted-Average Remaining Contractual Term, Restricted/performance stock awards outstanding as of March 31, 2014 | '1 year 10 months 17 days |
Aggregate Intrinsic Value | ' |
Aggregate Intrinsic Value, Restricted/performance stock awards outstanding as of March 31, 2014 | $12,184 |
Weighted-Average Fair Value | ' |
Weighted-Average Fair Value, Restricted/performance stock awards outstanding as of December 31, 2013 | $40.29 |
Weighted-Average Fair Value, Granted | $52.50 |
Weighted-Average Fair Value, Released | $38.69 |
Weighted-Average Fair Value, Forfeited | $40.97 |
Weighted-Average Fair Value, Restricted/performance stock awards outstanding as of March, 31 2014 | $45.72 |
Earnings_Per_Share_Schedule_of
Earnings Per Share - Schedule of Basic and Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Basic: | ' | ' |
Net income attributable to common stockholders | $10,274 | $10,505 |
Weighted average number of common shares outstanding | 17,054,598 | 16,703,369 |
Basic net income per share attributable to common stockholders | $0.60 | $0.63 |
Diluted: | ' | ' |
Net income attributable to common stockholders | $10,274 | $10,505 |
Weighted average number of common shares outstanding | 17,054,598 | 16,703,369 |
Weighted average number of dilutive common share equivalents from options to purchase common stock | 512,985 | 422,571 |
Common shares and common share equivalents | 17,567,583 | 17,125,940 |
Diluted net income per share | $0.58 | $0.61 |
Earnings_Per_Share_Additional_
Earnings Per Share - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Earnings Per Share [Abstract] | ' |
Total number of stock options excluded from diluted shares computation | 41,254 |