Document and Entity Information
| Document and Entity Information - shares | 9 Months Ended | |
| Sep. 30, 2015 | Oct. 22, 2015 | |
| Document And Entity Information [Abstract] | ||
| Entity Registrant Name | IPC Healthcare, Inc. | |
| Entity Central Index Key | 1,410,471 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Large Accelerated Filer | |
| Document Type | 10-Q | |
| Document Period End Date | Sep. 30, 2015 | |
| Document Fiscal Year Focus | 2,015 | |
| Document Fiscal Period Focus | Q3 | |
| Amendment Flag | false | |
| Entity Common Stock, Shares Outstanding | 17,452,664 |
Consolidated Balance Sheets
| Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
| Current assets: | ||
| Cash and cash equivalents | $ 1,975 | $ 14,913 |
| Accounts receivable, net | 128,923 | 122,092 |
| Insurance receivable for malpractice claims, current portion | 12,691 | 12,564 |
| Prepaid expenses and other current assets | 12,737 | 20,876 |
| Total current assets | 156,326 | 170,445 |
| Property and equipment, net | 9,608 | 8,798 |
| Goodwill | 492,407 | 408,988 |
| Other intangible assets, net | 5,145 | 4,957 |
| Insurance receivable for malpractice claims, less current portion | 23,564 | 21,574 |
| Total assets | 687,050 | 614,762 |
| Current liabilities: | ||
| Accounts payable and accrued liabilities | 16,053 | 8,388 |
| Accrued compensation | 37,082 | 40,907 |
| Payable for practice acquisitions, current portion | 25,585 | 35,411 |
| Medical malpractice and self-insurance reserves, current portion | 13,325 | 13,079 |
| Deferred tax liabilities, current portion | 584 | 584 |
| Short-term debt | 130,000 | 0 |
| Total current liabilities | 222,629 | 98,369 |
| Long-term debt | 0 | 80,000 |
| Medical malpractice and self-insurance reserves, less current portion | 50,294 | 47,239 |
| Payable for practice acquisitions, less current portion | 2,970 | 9,500 |
| Deferred tax liabilities, less current portion | 13,828 | 11,737 |
| Total liabilities | 289,721 | 246,845 |
| 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, 17,451,184 and 17,242,209 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 17 | 17 |
| Additional paid-in capital | 192,501 | 181,841 |
| Retained earnings | 204,811 | 186,059 |
| Total stockholders’ equity | 397,329 | 367,917 |
| Total liabilities and stockholders’ equity | $ 687,050 | $ 614,762 |
Consolidated Balance Sheets (Pa
| Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 50,000,000 | 50,000,000 |
| Common stock, shares issued | 17,451,184 | 17,242,209 |
| Common stock, shares outstanding | 17,451,184 | 17,242,209 |
Consolidated Statements of Inco
| Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
| Income Statement [Abstract] | ||||
| Net revenue | $ 184,787 | $ 169,757 | $ 549,584 | $ 514,751 |
| Operating expenses: | ||||
| Cost of services—physician practice salaries, benefits and other | 138,274 | 123,551 | 408,118 | 376,511 |
| General and administrative | 39,141 | 28,134 | 100,250 | 84,075 |
| Net change in fair value of contingent consideration | (341) | 2,390 | 5,517 | 1,312 |
| Depreciation and amortization | 1,544 | 1,375 | 4,520 | 4,006 |
| Total operating expenses | 178,618 | 155,450 | 518,405 | 465,904 |
| Income from operations | 6,169 | 14,307 | 31,179 | 48,847 |
| Investment income | 1 | 2 | 2 | 4 |
| Interest expense | (376) | (361) | (936) | (1,057) |
| Income before income taxes | 5,794 | 13,948 | 30,245 | 47,794 |
| Income tax provision | 2,202 | 5,341 | 11,493 | 18,304 |
| Net income | $ 3,592 | $ 8,607 | $ 18,752 | $ 29,490 |
| Net income per share: | ||||
| Basic (usd per share) | $ 0.21 | $ 0.50 | $ 1.08 | $ 1.72 |
| Diluted (usd per share) | $ 0.20 | $ 0.49 | $ 1.05 | $ 1.68 |
Consolidated Statements of Cash
| Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
| Sep. 30, 2015 | Sep. 30, 2014 | |
| Operating activities | ||
| Net income | $ 18,752 | $ 29,490 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 4,520 | 4,006 |
| Stock-based compensation expense | 6,248 | 6,118 |
| Changes in assets and liabilities: | ||
| Accounts receivable | (6,831) | (7,079) |
| Prepaid expenses and other current assets | 8,139 | 9,645 |
| Accounts payable and accrued liabilities | 10,097 | 3,960 |
| Accrued compensation | (3,825) | 6,642 |
| Medical malpractice and self-insurance reserves, net | 1,184 | 2,064 |
| Accrued contingent consideration | (8,022) | (1,023) |
| Net cash provided by operating activities | 30,262 | 53,823 |
| Investing activities | ||
| Acquisitions of physician practices | (92,944) | (35,138) |
| Purchase of property and equipment | (4,790) | (3,690) |
| Net cash used in investing activities | (97,734) | (38,828) |
| Financing activities | ||
| Proceeds from long-term debt | 75,000 | 0 |
| Repayments of long-term debt | (25,000) | (20,000) |
| Net proceeds from issuance of common stock | 3,934 | 4,787 |
| Excess tax benefits from stock-based compensation | 600 | 678 |
| Net cash provided by (used in) financing activities | 54,534 | (14,535) |
| Net (decrease) increase in cash and cash equivalents | (12,938) | 460 |
| Cash and cash equivalents, beginning of period | 14,913 | 25,010 |
| Cash and cash equivalents, end of period | 1,975 | 25,470 |
| Supplemental disclosure of cash flow information | ||
| Interest | 884 | 1,061 |
| Income taxes | $ 10,295 | $ 14,453 |
Basis of Presentation and Signi
| Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
| Sep. 30, 2015 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Significant Accounting Policies | Basis of Presentation and Significant Accounting Policies Basis of Presentation IPC Healthcare, 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 acute hospitalist and post-acute physician 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 Healthcare, 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, 2014 included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 23, 2015. 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, which is 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, 2015 . Fair Value of Financial Instruments Our consolidated balance sheets as of September 30, 2015 and December 31, 2014 included the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, payable for practice acquisitions, short-term debt 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 short-term debt and long-term debt borrowed from our line of credit approximated its fair value at September 30, 2015 and December 31, 2014 , respectively. Pursuant to GAAP, we determine the fair value of our short-term and long-term borrowings using observable inputs, which are defined as Level 2 inputs under GAAP on fair value measures. See Note 4 for the definition of Level 2 inputs under GAAP. 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 4 for the definition of Level 3 inputs under GAAP and more information. Goodwill The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows (in thousands): Goodwill - beginning balance at January 1, 2015 $ 408,988 Goodwill acquired during 2015 83,702 Adjustment for prior year transactions (283 ) Goodwill - ending balance at September 30, 2015 $ 492,407 The valuation studies related to the practice acquisitions that occurred in the fourth quarter of 2014 were completed in early 2015, and as a result, the value of the contingent consideration liability related to these acquisitions as of the acquisition dates was decreased by $283,000 , along with a corresponding decrease 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): September 30, 2015 December 31, 2014 Assets Liabilities Assets Liabilities Insurance Receivable Claims Reserve IBNR Reserve Total Liabilities Insurance Receivable Claims Reserve IBNR Reserve Total Liabilities Current Portion $ 12,691 $ 12,691 $ 634 $ 13,325 $ 12,564 $ 12,564 $ 515 $ 13,079 Long-term Portion 23,564 23,564 26,730 50,294 21,574 21,574 25,665 47,239 Total $ 36,255 $ 36,255 $ 27,364 $ 63,619 $ 34,138 $ 34,138 $ 26,180 $ 60,318 New Accounting Principles In April 2015, the Financial Accounting Standards Board (FASB) issued a GAAP update "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs". This GAAP update requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of this GAAP update, debt issuance costs were required to be presented as other assets, separate from the related debt liability. This GAAP update does not change the recognition and measurement requirements for debt issuance costs. The GAAP update is effective for fiscal years beginning after December 15, 2015 on a retrospective basis. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows. In May 2014, the Financial Accounting Standards Board issued a GAAP update "Revenue from Contracts with Customers". This GAAP update requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. This GAAP update also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The GAAP update is effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2017. We are currently evaluating the impact of the GAAP update on our consolidated financial position, results of operations and cash flows. |
Business Acquisitions
| Business Acquisitions | 9 Months Ended |
| Sep. 30, 2015 | |
| Business Combinations [Abstract] | |
| Business Acquisitions | 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 nine months ended September 30, 2015 , we completed the acquisition of twenty 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 purposes 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 thirteen out of the twenty acquisitions completed during the nine months ended September 30, 2015 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 three acquisitions completed during the three months ended September 30, 2015 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 nine months ended September 30, 2015 related to the acquisition of hospitalist practices (in thousands): Acquired assets, net of assumed liabilities – paid and accrued: Goodwill - current year transactions $ 83,702 Other intangible assets 1,184 Fixed assets 7 Total acquired assets - current year 84,893 Goodwill - adjustment for prior year transactions (283 ) 84,610 Cash paid for acquisitions: Current year transactions (68,959 ) Contingent consideration (23,985 ) Total cash paid for acquisitions (92,944 ) Change in accrued contingent consideration (8,022 ) Net change in payable for practice acquisitions (16,356 ) Payable for practice acquisitions, beginning of period 44,911 Payable for practice acquisitions, end of period $ 28,555 The twenty hospitalist practices acquired during the nine months ended September 30, 2015 include the hospitalist operations and related assets acquired from Extended Care Physicians Holding Company, Inc. and its affiliated subsidiaries (ECP) on June 15, 2015. We acquired the ECP hospitalist operations and related assets located in North Carolina for a purchase price of $22.4 million . In connection with the ECP acquisition, we recorded goodwill of $22.0 million and identifiable intangible assets of $0.4 million . The results of operations of the twenty acquired practices are included in our consolidated financial statements from the respective dates of acquisition. The revenue and net income generated from ECP’s operations from June 15, 2015 through September 30, 2015 was approximately $4.4 million and $0.3 million , respectively. The following unaudited pro forma information presents the consolidated results of operations of our company as if the ECP acquisition had occurred on January 1, 2014 (dollars in thousands except for per share date): Nine Months Ended September 30, 2015 2014 Net revenue $ 557,448 $ 527,732 Net Income $ 19,078 $ 30,168 Net income per share Basic $ 1.10 $ 1.76 Diluted $ 1.06 $ 1.71 Weighted average shares Basic 17,373,650 17,122,574 Diluted 17,929,507 17,591,876 Effective Tax Rate 38.0 % 38.3 % (1) The comparison of net income per share is affected by the change in the effective tax rate, which was 38.0% for the nine months ended September 30, 2015 as compared with 38.3% for the same period in 2014. (2) The comparison of net income is affected by the changes in the numbers of weighted average shares outstanding in each period. The basic and diluted weighted average shares for the nine months ended September 30, 2015 was 17.4 million and 17.9 million , respectively, as compared with 17.1 million and 17.6 million , respectively, for the same period in 2014. The pro forma results do not necessarily represent results which would have occurred if the ECP acquisition had taken place at the beginning of 2014, nor are they indicative of the results of future operations. |
Proposed Merger with Team Healt
| Proposed Merger with Team Health Holdings, Inc. | 9 Months Ended |
| Sep. 30, 2015 | |
| Business Combinations [Abstract] | |
| Proposed Merger with Team Health Holdings, Inc. | Proposed Merger with Team Health Holdings, Inc. On August 4, 2015 we entered into an Agreement and Plan of Merger (Merger Agreement) with Team Health Holdings, Inc. (Team Health) and Intrepid Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Team Health. The completion of the merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) approval of the Merger Agreement by our stockholders, (ii) there being no law or order (temporary, preliminary or permanent) prohibiting consummation of the merger, (iii) subject to specified materiality standards, the accuracy of the representations and warranties of the other party, and (iv) compliance by the other party in all material respects with its covenants. The completion of the merger is not conditioned on receipt of financing by Team Health. At the effective time of the Merger, each share of our common stock (excluding shares held by us, any shares held, directly or indirectly, by Team Health, by Merger Sub and any shares that are outstanding immediately prior to the effective time of the Merger and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the Delaware General Corporations law), will be converted into the right to receive $80.25 in cash. The Merger Agreement further provides that, in certain circumstances, upon termination of the Merger Agreement, we will be required to pay Team Health a termination fee equal to $47.0 million . A special meeting of our stockholders is scheduled to be held on November 16, 2015 to vote upon the adoption of the Merger Agreement. There is no assurance that the conditions to the merger will be satisfied or that the merger will close on this date or at all. During the three months ended September 30, 2015, we incurred $5.3 million of transaction costs in connection with the pending merger with Team Health, which is included in our general and administrative expenses. |
Fair Value Measurement
| Fair Value Measurement | 9 Months Ended |
| Sep. 30, 2015 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurement | 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 September 30, 2015 (in thousands): Quoted Price In Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) $ — $ — $ 28,555 $ 28,555 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 and nine months ended September 30, 2015 (in thousands): Three Months Ended Nine Months Ended Accrued contingent consideration for practice acquisitions Beginning balance $ 54,107 $ 44,911 Addition through acquisition transactions 6,733 16,034 Adjustment for prior year transactions — (283 ) Change in accrued contingent consideration (12,906 ) (8,022 ) Payments (19,379 ) (24,085 ) Ending balance $ 28,555 $ 28,555 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 1.77% to 3.05% , 100% probability of achieving the estimated projected earnings, and 5% to 80% probability of achieving certain other objectives. 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 | 9 Months Ended |
| Sep. 30, 2015 | |
| Debt Disclosure [Abstract] | |
| Debt | 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. In early September 2015, we activated the accordion feature under our revolving line of credit, thereby increasing our borrowing capacity to the full available limit of $150.0 million . 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 September 30, 2015 , we had borrowings of $130.0 million and letters of credit of $2.0 million outstanding, and $18.0 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 1.00% 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 September 30, 2015 was 1.5% 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 September 30, 2015 , we were in compliance with such financial covenants and restrictions. |
Income Taxes
| Income Taxes | 9 Months Ended |
| Sep. 30, 2015 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Income Taxes The following table sets forth our income tax provisions and effective tax rates for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income tax provision $ 2,202 $ 5,341 $ 11,493 $ 18,304 Effective tax rate 38.0 % 38.3 % 38.0 % 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 September 30, 2015 , we did not have any estimated interest and penalties related to uncertain tax positions. The tax years 2010 to 2014 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. We are currently subject to two federal tax examinations for the tax year of 2013. The outcome of the examinations 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. |
Stock-Based Compensation
| Stock-Based Compensation | 9 Months Ended |
| Sep. 30, 2015 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| Stock-Based Compensation | Stock-Based Compensation At September 30, 2015 , 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 September 30, 2015 , there were 532,237 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 previously granted 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 units granted prior to 2015 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. Performance stock units granted in 2015 generally vest over three to four years from date of the award based on the expected level of achievement of certain market conditions 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total stock-based compensation expense $ 2,560 $ 2,094 $ 6,248 $ 6,118 Tax benefit from stock-based compensation expense (973 ) (802 ) (2,374 ) (2,343 ) Total stock-based compensation expense, net of tax $ 1,587 $ 1,292 $ 3,874 $ 3,775 As of September 30, 2015 , 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 Compensation Cost Weighted -average Remaining Recognition Period (Years) Stock option $ 659 1.42 Restricted/Performance stock $ 10,829 2.21 The grant date fair value of each restricted stock award or performance stock units with operational goals is based on the closing stock price on the grant date of the award as reported by NASDAQ Global Select Market. The grant date fair value of performance stock units with market conditions is determined using a Monte-Carlo simulation model. Key assumptions in the Monte-Carlo simulation model are the risk-free interest rate, expected volatility and correlation coefficient. The following table summarizes the stock option activities in our Equity Plan during the nine months ended September 30, 2015 : Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Weighted- Average Fair Value (Years) (in 000s) Options outstanding as of December 31, 2014 1,234,530 $ 31.10 $ 12.75 Changes during period: Exercised (82,882 ) 33.73 14.34 Canceled (4,364 ) 21.20 8.59 Options outstanding as of September 30, 2015 1,147,284 $ 30.94 4.43 $ 53,630 $ 12.65 Options exercisable as of September 30, 2015 1,098,817 $ 30.43 4.37 $ 51,928 $ 12.53 The following table summarizes the restricted stock award and performance stock award activities in our Equity Plan during the nine months ended September 30, 2015 : Shares Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Weighted- Average Fair Value (Years) (in 000s) Restricted/performance stock awards outstanding as of December 31, 2014 265,219 $ 45.69 Changes during period: Granted 199,393 44.43 Vested (105,819 ) 41.89 Forfeited (5,802 ) 46.19 Restricted/performance stock awards outstanding as of September 30, 2015 352,991 1.56 $ 26,909 $ 46.16 |
Earnings Per Share
| Earnings Per Share | 9 Months Ended |
| Sep. 30, 2015 | |
| Earnings Per Share [Abstract] | |
| Earnings Per Share | 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 and nine months ended September 30, 2015 and 2014 are as follows (dollars in thousands, except for per share data): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Basic: Net income attributable to common stockholders $ 3,592 $ 8,607 $ 18,752 $ 29,490 Weighted average number of common shares outstanding 17,428,400 17,187,819 17,373,650 17,122,574 Basic net income per share attributable to common stockholders $ 0.21 $ 0.50 $ 1.08 $ 1.72 Diluted: Net income attributable to common stockholders $ 3,592 $ 8,607 $ 18,752 $ 29,490 Weighted average number of common shares outstanding 17,428,400 17,187,819 17,373,650 17,122,574 Weighted average number of dilutive common share equivalents from options to purchase common stock 645,786 465,073 555,857 469,302 Common shares and common share equivalents 18,074,186 17,652,892 17,929,507 17,591,876 Diluted net income per share $ 0.20 $ 0.49 $ 1.05 $ 1.68 Outstanding stock options and restricted stock units 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 September 30, 2015 , the total number of excluded stock options and restricted stock units was 44,909 . |
Commitments and Contingencies
| Commitments and Contingencies | 9 Months Ended |
| Sep. 30, 2015 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | 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 clinicians. 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, consolidated financial position, 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, consolidated financial position, results of operations, or cash flows in a future period. Government Claim 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 were 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. Though we cooperated with the government’s investigation and would welcome a resolution to this matter, we are now in active litigation with the federal government regarding this matter and intend to contest the case vigorously. 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 at that time included 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. On June 16, 2014, the federal government filed its Complaint in Intervention against IPC and several of its subsidiaries in the U.S. District Court. The Complaint in Intervention contains allegations of improper billing to Medicare, Medicaid and other federal healthcare programs from January 1, 2003 to the present, seeks to recover treble damages and civil penalties under the civil False Claims Act, and seeks to recover damages under the common law theories of payment by mistake and unjust enrichment. On August 13, 2014, IPC and the IPC subsidiary defendants filed a joint motion to dismiss the Complaint in Intervention or, in the alternative, to sever claims against the defendants. The federal government filed its response on September 18, 2014, to which the defendants replied on September 25, 2014. The court’s decision, which was filed on February 17, 2015, granted the motion to dismiss in part and denied it in part. The Court’s Opinion and Order dismissed the 29 IPC subsidiary and affiliate defendants without prejudice, but the Court denied the request to dismiss IPC, which remains the sole defendant in the lawsuit. The parties are engaged in active discovery. Derivative Lawsuit Although the underlying government lawsuit is still in an early stage and no liability has been found by a court, on October 20 and 24, 2014, shareholder derivative lawsuits were filed in the Court of Chancery of the State of Delaware against certain of our current and former directors and officers. We are named as a nominal defendant in both suits. The actions both assert alleged breaches of fiduciary duties related to our billing practices, and incorporate allegations from the False Claims Act case. The lawsuits seek a variety of relief, including monetary damages and injunctive relief. On December 4, 2014, the derivative lawsuits were consolidated into one lawsuit. On April 15, 2015, we filed a motion to stay the consolidated derivative lawsuit, pending the resolution of the False Claims Act case. That motion remains pending. Upon agreement of the parties, the motion to stay has been held in abeyance until November 2, 2015. Merger-Related Litigation In connection with the proposed merger of IPC with Team Health Holdings, Inc., on August 14, 2015, a purported shareholder of IPC filed a complaint in the Delaware Court of Chancery captioned Smukler v. IPC Healthcare, Inc., et al. (Case No. 11392-CB), on behalf of a purported class of IPC shareholders. The lawsuit names IPC, each of our current directors, Team Health, and Team Health’s merger subsidiary, Intrepid Merger Sub, Inc. (“Sub”), as defendants. The lawsuit alleges that the individual defendants breached their fiduciary duties by, among other things, failing to take appropriate steps to maximize the value of IPC to its shareholders, failing to value IPC properly, and taking steps to avoid competitive bidding by alternate potential acquirers. The lawsuit also alleges that IPC, Team Health, and Sub aided and abetted those alleged breaches of fiduciary duties by the individual defendants. The lawsuit seeks, among other things, certification of the action as a class action; injunctive relief enjoining the merger; an accounting of all damages purportedly suffered by the plaintiff and the class including rescissory damages in favor of the plaintiff and the class; and the fees and costs associated with the litigation. On August 18, 2015, an additional lawsuit was filed in the Delaware Court of Chancery, asserting similar claims and allegations to those in the Smukler lawsuit and seeking similar relief on behalf of the same putative class. Crescente v. Singer, et al. (Case No. 11405-CB). By Order dated September 11, 2015 (the “Consolidation Order”), the Smukler and Crescente actions were consolidated, and all further litigation relating to or arising out of the merger were directed to be consolidated with such actions under the caption In re IPC Healthcare, Inc. Stockholders Litigation , C.A. No. 11392-CB (the “Consolidated Action”). On September 17, 2015, an action captioned Spencer v. IPC Healthcare, Inc. , C.A. No. 11516-CB, was filed in the Delaware Court of Chancery. Under the Consolidation Order, this action is required to be consolidated with the previously-filed actions. On September 18, a Verified Consolidated Class Action Complaint was filed in the Consolidated Action. On October 2, the defendants moved to dismiss the operative complaint. Florida Medicaid Reimbursement Suspension We received notice on August 7, 2015 that the Florida Agency for Health Care Administration (“AHCA”) temporarily suspended Medicaid fee-for-service and Medicaid managed care payments to our Florida affiliate, InPatient Consultants of Florida, Inc. d/b/a IPC of Florida, because IPC of Florida is “under investigation by a state or federal agency.” Since receiving this notice, and based on its failure to contain the required specificity under the applicable federal regulations, we have sought additional information from AHCA regarding the basis of the payment suspension, including through repeated discussions with the responsible AHCA officials; by submitting a request for documents through the Florida Public Records Law (“PRL”) on August 27, 2015; and by filing a petition for formal administrative review on September 4, 2015. Following these actions, we received a revised letter on September 9, 2015 in which AHCA clarified that the investigation causing the payment suspension concerns IPC of Florida’s alleged “up-coding” and “billing for the highest level of inpatient hospital care, which may not be medically necessary.” Since receipt of this revised notice, which still failed to contain the required specificity, we have continued to engage with AHCA to obtain information that would enable us to rebut the basis for the payment suspension. These efforts have included submitting a second PRL request on September 18, 2015; continuing to pursue formal administrative review of the payment suspension; and submitting a letter to AHCA providing information to support a determination by AHCA that it has “good cause” to discontinue the payment suspension, consistent with applicable federal regulations. On October 23, 2015, we received an order dismissing our petition for formal administrative review on the grounds that there is no final agency action and because the suspension is a contract action not appropriate for administrative hearing. It is not possible to predict when any of the above matters may be resolved, the time or resources that we will need to devote to the matters, or what impact, if any, the outcome of any of the matters might have on our business, consolidated financial position, results of operations, or cash flows. |
Subsequent Event (Notes)
| Subsequent Event (Notes) | 9 Months Ended |
| Sep. 30, 2015 | |
| Subsequent Events [Abstract] | |
| Subsequent events | Subsequent events Subsequent to September 30, 2015, we borrowed an additional $18.0 million under our revolving line of credit to fund our operations and practice acquisitions. At October 28, 2015, we had borrowings of $148.0 million and letters of credit of $2.0 million outstanding, and no available line of credit. Based on our financial strength, we believe we have the ability to increase borrowings beyond the current line of credit terms should further borrowings be deemed necessary. |
Basis of Presentation and Sig16
| Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
| Sep. 30, 2015 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation IPC Healthcare, 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 acute hospitalist and post-acute physician 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 Healthcare, 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, 2014 included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on February 23, 2015. |
| 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, which is 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, 2015 . |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments Our consolidated balance sheets as of September 30, 2015 and December 31, 2014 included the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, payable for practice acquisitions, short-term debt 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 short-term debt and long-term debt borrowed from our line of credit approximated its fair value at September 30, 2015 and December 31, 2014 , respectively. Pursuant to GAAP, we determine the fair value of our short-term and long-term borrowings using observable inputs, which are defined as Level 2 inputs under GAAP on fair value measures. See Note 4 for the definition of Level 2 inputs under GAAP. 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 4 for the definition of Level 3 inputs under GAAP and more information. |
| 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. |
| New Accounting Principles | New Accounting Principles In April 2015, the Financial Accounting Standards Board (FASB) issued a GAAP update "Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs". This GAAP update requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of this GAAP update, debt issuance costs were required to be presented as other assets, separate from the related debt liability. This GAAP update does not change the recognition and measurement requirements for debt issuance costs. The GAAP update is effective for fiscal years beginning after December 15, 2015 on a retrospective basis. The adoption of this update is not expected to have a material impact on our results of operations, financial position or cash flows. In May 2014, the Financial Accounting Standards Board issued a GAAP update "Revenue from Contracts with Customers". This GAAP update requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. This GAAP update also requires more detailed disclosures to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The GAAP update is effective for fiscal years (and interim reporting periods within fiscal years) beginning after December 15, 2017. We are currently evaluating the impact of the GAAP update on our consolidated financial position, results of operations and cash flows. |
Basis of Presentation and Sig17
| Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
| Sep. 30, 2015 | |
| Accounting Policies [Abstract] | |
| Schedule of changes in carrying amount of goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows (in thousands): Goodwill - beginning balance at January 1, 2015 $ 408,988 Goodwill acquired during 2015 83,702 Adjustment for prior year transactions (283 ) Goodwill - ending balance at September 30, 2015 $ 492,407 |
| 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): September 30, 2015 December 31, 2014 Assets Liabilities Assets Liabilities Insurance Receivable Claims Reserve IBNR Reserve Total Liabilities Insurance Receivable Claims Reserve IBNR Reserve Total Liabilities Current Portion $ 12,691 $ 12,691 $ 634 $ 13,325 $ 12,564 $ 12,564 $ 515 $ 13,079 Long-term Portion 23,564 23,564 26,730 50,294 21,574 21,574 25,665 47,239 Total $ 36,255 $ 36,255 $ 27,364 $ 63,619 $ 34,138 $ 34,138 $ 26,180 $ 60,318 |
Business Acquisitions (Tables)
| Business Acquisitions (Tables) | 9 Months Ended |
| Sep. 30, 2015 | |
| Business Combinations [Abstract] | |
| Schedule of acquisition of hospitalist practices | The following table summarizes the total amounts recorded during the nine months ended September 30, 2015 related to the acquisition of hospitalist practices (in thousands): Acquired assets, net of assumed liabilities – paid and accrued: Goodwill - current year transactions $ 83,702 Other intangible assets 1,184 Fixed assets 7 Total acquired assets - current year 84,893 Goodwill - adjustment for prior year transactions (283 ) 84,610 Cash paid for acquisitions: Current year transactions (68,959 ) Contingent consideration (23,985 ) Total cash paid for acquisitions (92,944 ) Change in accrued contingent consideration (8,022 ) Net change in payable for practice acquisitions (16,356 ) Payable for practice acquisitions, beginning of period 44,911 Payable for practice acquisitions, end of period $ 28,555 |
| Pro forma information | The following unaudited pro forma information presents the consolidated results of operations of our company as if the ECP acquisition had occurred on January 1, 2014 (dollars in thousands except for per share date): Nine Months Ended September 30, 2015 2014 Net revenue $ 557,448 $ 527,732 Net Income $ 19,078 $ 30,168 Net income per share Basic $ 1.10 $ 1.76 Diluted $ 1.06 $ 1.71 Weighted average shares Basic 17,373,650 17,122,574 Diluted 17,929,507 17,591,876 Effective Tax Rate 38.0 % 38.3 % (1) The comparison of net income per share is affected by the change in the effective tax rate, which was 38.0% for the nine months ended September 30, 2015 as compared with 38.3% for the same period in 2014. (2) The comparison of net income is affected by the changes in the numbers of weighted average shares outstanding in each period. The basic and diluted weighted average shares for the nine months ended September 30, 2015 was 17.4 million and 17.9 million , respectively, as compared with 17.1 million and 17.6 million , respectively, for the same period in 2014. |
Fair Value Measurement (Tables)
| Fair Value Measurement (Tables) | 9 Months Ended |
| Sep. 30, 2015 | |
| Fair Value Disclosures [Abstract] | |
| Liabilities measured at fair value on a recurring basis | The following table presents our liabilities measured at fair value on a recurring basis as of September 30, 2015 (in thousands): Quoted Price In Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Balance Accrued contingent consideration for practice acquisitions (included in payable for practice acquisitions) $ — $ — $ 28,555 $ 28,555 |
| Rollforward for liabilities measured at fair value on a 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 and nine months ended September 30, 2015 (in thousands): Three Months Ended Nine Months Ended Accrued contingent consideration for practice acquisitions Beginning balance $ 54,107 $ 44,911 Addition through acquisition transactions 6,733 16,034 Adjustment for prior year transactions — (283 ) Change in accrued contingent consideration (12,906 ) (8,022 ) Payments (19,379 ) (24,085 ) Ending balance $ 28,555 $ 28,555 |
Income Taxes (Tables)
| Income Taxes (Tables) | 9 Months Ended |
| Sep. 30, 2015 | |
| Income Tax Disclosure [Abstract] | |
| Schedule of income tax provisions and effective tax rates | The following table sets forth our income tax provisions and effective tax rates for the three and nine months ended September 30, 2015 and 2014 (dollars in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income tax provision $ 2,202 $ 5,341 $ 11,493 $ 18,304 Effective tax rate 38.0 % 38.3 % 38.0 % 38.3 % |
Stock-Based Compensation (Table
| Stock-Based Compensation (Tables) | 9 Months Ended |
| Sep. 30, 2015 | |
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
| Schedule of stock-based compensation expense recognized over the period | 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Total stock-based compensation expense $ 2,560 $ 2,094 $ 6,248 $ 6,118 Tax benefit from stock-based compensation expense (973 ) (802 ) (2,374 ) (2,343 ) Total stock-based compensation expense, net of tax $ 1,587 $ 1,292 $ 3,874 $ 3,775 |
| Schedule of unrecognized compensation costs related to non-vested stock-based compensation arrangements and weighted-average period of years expected to recognize those costs | As of September 30, 2015 , 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 Compensation Cost Weighted -average Remaining Recognition Period (Years) Stock option $ 659 1.42 Restricted/Performance stock $ 10,829 2.21 |
| Summary of stock option activities | The following table summarizes the stock option activities in our Equity Plan during the nine months ended September 30, 2015 : Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Weighted- Average Fair Value (Years) (in 000s) Options outstanding as of December 31, 2014 1,234,530 $ 31.10 $ 12.75 Changes during period: Exercised (82,882 ) 33.73 14.34 Canceled (4,364 ) 21.20 8.59 Options outstanding as of September 30, 2015 1,147,284 $ 30.94 4.43 $ 53,630 $ 12.65 Options exercisable as of September 30, 2015 1,098,817 $ 30.43 4.37 $ 51,928 $ 12.53 |
| Summary of restricted stock award and performance stock award activities | The following table summarizes the restricted stock award and performance stock award activities in our Equity Plan during the nine months ended September 30, 2015 : Shares Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Weighted- Average Fair Value (Years) (in 000s) Restricted/performance stock awards outstanding as of December 31, 2014 265,219 $ 45.69 Changes during period: Granted 199,393 44.43 Vested (105,819 ) 41.89 Forfeited (5,802 ) 46.19 Restricted/performance stock awards outstanding as of September 30, 2015 352,991 1.56 $ 26,909 $ 46.16 |
Earnings Per Share (Tables)
| Earnings Per Share (Tables) | 9 Months Ended |
| Sep. 30, 2015 | |
| 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 and nine months ended September 30, 2015 and 2014 are as follows (dollars in thousands, except for per share data): Three Months Ended Nine Months Ended 2015 2014 2015 2014 Basic: Net income attributable to common stockholders $ 3,592 $ 8,607 $ 18,752 $ 29,490 Weighted average number of common shares outstanding 17,428,400 17,187,819 17,373,650 17,122,574 Basic net income per share attributable to common stockholders $ 0.21 $ 0.50 $ 1.08 $ 1.72 Diluted: Net income attributable to common stockholders $ 3,592 $ 8,607 $ 18,752 $ 29,490 Weighted average number of common shares outstanding 17,428,400 17,187,819 17,373,650 17,122,574 Weighted average number of dilutive common share equivalents from options to purchase common stock 645,786 465,073 555,857 469,302 Common shares and common share equivalents 18,074,186 17,652,892 17,929,507 17,591,876 Diluted net income per share $ 0.20 $ 0.49 $ 1.05 $ 1.68 |
Basis of Presentation and Sig23
| Basis of Presentation and Significant Accounting Policies - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
| Sep. 30, 2015USD ($) | |
| Goodwill [Roll Forward] | |
| Goodwill - beginning balance | $ 408,988 |
| Goodwill acquired during 2015 | 83,702 |
| Adjustment for prior year transactions | (283) |
| Goodwill - ending balance | $ 492,407 |
Basis of Presentation and Sig24
| Basis of Presentation and Significant Accounting Policies - Schedule of Total Accrued Medical Malpractice Reserves and Related Insurance Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
| Assets | ||
| Insurance receivable for malpractice claims, current portion | $ 12,691 | $ 12,564 |
| Insurance receivable for malpractice claims, long-term portion | 23,564 | 21,574 |
| Insurance receivable for malpractice claims, total | 36,255 | 34,138 |
| Liabilities | ||
| Medical malpractice and self-insurance reserves, current portion | 13,325 | 13,079 |
| Medical malpractice and self-insurance reserves, long-term portion | 50,294 | 47,239 |
| Medical malpractice and self-insurance reserves, total | 63,619 | 60,318 |
| Claims Reserve [Member] | ||
| Liabilities | ||
| Medical malpractice and self-insurance reserves, current portion | 12,691 | 12,564 |
| Medical malpractice and self-insurance reserves, long-term portion | 23,564 | 21,574 |
| Medical malpractice and self-insurance reserves, total | 36,255 | 34,138 |
| IBNR Reserve [Member] | ||
| Liabilities | ||
| Medical malpractice and self-insurance reserves, current portion | 634 | 515 |
| Medical malpractice and self-insurance reserves, long-term portion | 26,730 | 25,665 |
| Medical malpractice and self-insurance reserves, total | $ 27,364 | $ 26,180 |
Proposed Merger with Team Hea25
| Proposed Merger with Team Health Holdings, Inc. (Details) - USD ($) | Aug. 04, 2015 | Sep. 30, 2015 |
| Business Acquisition [Line Items] | ||
| Transaction costs | $ 68,959,000 | |
| Merger Agreement [Member] | ||
| Business Acquisition [Line Items] | ||
| Conversion of stock, per share | $ 80.25 | |
| Merger Agreement [Member] | Termination of Merger Agreement [Member] | ||
| Business Acquisition [Line Items] | ||
| Merger agreement termination fee | $ 47,000,000 | |
| General and Administrative Expense [Member] | Merger Agreement [Member] | ||
| Business Acquisition [Line Items] | ||
| Transaction costs | $ 5,300,000 |
Business Acquisitions - Additio
| Business Acquisitions - Additional Information (Details) $ in Thousands | Jun. 15, 2015USD ($) | Sep. 30, 2015USD ($)Hospitalist | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)Hospitalist | Sep. 30, 2014USD ($) |
| Business Acquisition, Contingent Consideration [Line Items] | ||||||
| Number of hospitalist physician practices acquired | Hospitalist | 3 | 20 | ||||
| Period in which identifiable intangible assets amortized for tax purposes, years | 15 years | |||||
| Total paid for acquisitions | $ 92,944 | |||||
| Goodwill - current year transactions | 83,702 | |||||
| Intangible assets acquired | $ 1,184 | $ 1,184 | 1,184 | |||
| Net income | $ 3,592 | $ 8,607 | $ 18,752 | $ 29,490 | ||
| Achievement of certain operating results [Member] | ||||||
| Business Acquisition, Contingent Consideration [Line Items] | ||||||
| Number of hospitalist physician practices acquired | Hospitalist | 13 | |||||
| Extended Care Physicians Holding Company, Inc [Member] | ||||||
| Business Acquisition, Contingent Consideration [Line Items] | ||||||
| Total paid for acquisitions | $ 22,400 | |||||
| Goodwill - current year transactions | 22,000 | |||||
| Intangible assets acquired | $ 400 | |||||
| Revenues | 4,400 | |||||
| Net income | $ 300 |
Business Acquisitions - Schedul
| Business Acquisitions - Schedule of Acquisition of Hospitalist Practices (Details) $ in Thousands | 9 Months Ended | |
| Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
| Acquired assets, net of assumed liabilities – paid and accrued: | ||
| Goodwill - current year transactions | $ 83,702 | |
| Other intangible assets | 1,184 | |
| Fixed assets | 7 | |
| Total acquired assets - current year | 84,893 | |
| Goodwill - adjustment for prior year transactions | (283) | |
| Total acquired assets, net of assumed liabilities | 84,610 | |
| Cash paid for acquisitions: | ||
| Current year transactions | (68,959) | |
| Contingent consideration | (23,985) | |
| Total cash paid for acquisitions | (92,944) | |
| Change in accrued contingent consideration | (8,022) | $ (1,023) |
| Net change in payable for practice acquisitions | (16,356) | |
| Payable for practice acquisitions, beginning of period | 44,911 | |
| Payable for practice acquisitions, end of period | $ 28,555 | |
Business Acquisitions - Pro For
| Business Acquisitions - Pro Forma (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
| Sep. 30, 2015 | Sep. 30, 2014 | |
| Business Combinations [Abstract] | ||
| Net revenue | $ 557,448 | $ 527,732 |
| Net Income | $ 19,078 | $ 30,168 |
| Net income per share, Basic (usd per share) | $ 1.10 | $ 1.76 |
| Net income per share, Diluted (usd per share) | $ 1.06 | $ 1.71 |
| Weighted average shares, Basic (shares) | 17,373,650 | 17,122,574 |
| Weighted average shares, Diluted (shares) | 17,929,507 | 17,591,876 |
| Effective Tax Rate | 38.00% | 38.30% |
Fair Value Measurement - Liabil
| Fair Value Measurement - Liabilities Measured at Fair Value on Recurring Basis (Details) $ in Thousands | Sep. 30, 2015USD ($) |
| 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) | $ 28,555 |
| 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) | $ 28,555 |
Fair Value Measurement - Rollfo
| Fair Value Measurement - Rollforward for Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
| Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | |
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
| Payments | $ (23,985) | ||
| Business Combination Accrued Contingent Consideration [Member] | |||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
| Beginning balance | $ 44,911 | 44,911 | |
| Addition through acquisition transactions | $ 6,733 | 16,034 | |
| Adjustment for prior year transactions | 0 | (283) | |
| Change in accrued contingent consideration | (12,906) | (8,022) | |
| Payments | (19,379) | (24,085) | |
| Ending balance | $ 28,555 | $ 54,107 | $ 28,555 |
Fair Value Measurement - Additi
| Fair Value Measurement - Additional Information (Details) - Significant Unobservable Inputs (Level 3) [Member] | 9 Months Ended |
| Sep. 30, 2015 | |
| 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 | 1.77% |
| Probability of achieving certain other objectives | 5.00% |
| Maximum [Member] | |
| Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
| Discount rates | 3.05% |
| Probability of achieving certain other objectives | 80.00% |
Debt (Details)
| Debt (Details) - USD ($) | 9 Months Ended | |
| Sep. 30, 2015 | Aug. 31, 2015 | |
| Revolving Credit Facility [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Revolving line of credit borrowing capacity | $ 125,000,000 | |
| Revolving line of credit maximum borrowing capacity | $ 150,000,000 | |
| Additional borrowing capacity under revolving line of credit facility | 25,000,000 | |
| Amount provided by credit agreement | 130,000,000 | |
| Remaining amount available under revolving line of credit facility | $ 18,000,000 | |
| Percentage of unused commitment fee, per annum | 0.25% | |
| Revolving line of credit interest rate, per annum | 1.50% | |
| Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Variable interest rate, percentage in addition to base rate | 1.00% | |
| Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Variable interest rate, percentage in addition to base rate | 1.75% | |
| Revolving Credit Facility [Member] | Prime Rate [Member] | Minimum [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Variable interest rate, percentage in addition to base rate | 0.00% | |
| Revolving Credit Facility [Member] | Prime Rate [Member] | Maximum [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Variable interest rate, percentage in addition to base rate | 0.75% | |
| Letters of Credit [Member] | ||
| Line of Credit Facility [Line Items] | ||
| Amount provided by credit agreement | $ 2,000,000 |
Income Taxes (Details)
| Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
| Income Tax Disclosure [Abstract] | ||||
| Income tax provision | $ 2,202 | $ 5,341 | $ 11,493 | $ 18,304 |
| Effective tax rate | 38.00% | 38.30% | 38.00% | 38.30% |
| Statutory U.S. federal income tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Stock-Based Compensation - Addi
| Stock-Based Compensation - Additional Information (Details) - shares | 9 Months Ended | |
| Sep. 30, 2015 | Jun. 07, 2012 | |
| 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 | 532,237 | 1,422,130 |
| Stock Options [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Vesting period, in years | 4 years | |
| Restricted Stock [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Vesting period, in years | 4 years | |
| Performance Stock Awards [Member] | Granted Prior to 2015 [Member] | Minimum [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Vesting period, in years | 2 years | |
| Performance Stock Awards [Member] | Granted Prior to 2015 [Member] | Maximum [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Vesting period, in years | 3 years | |
| Performance Stock Awards [Member] | Granted in 2015 [Member] | Minimum [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Vesting period, in years | 3 years | |
| Performance Stock Awards [Member] | Granted in 2015 [Member] | Maximum [Member] | ||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
| Vesting period, in years | 4 years |
Stock-Based Compensation - Sche
| 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 (Details) - General and Administrative Expenses [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
| Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
| Total stock-based compensation expense | $ 2,560 | $ 2,094 | $ 6,248 | $ 6,118 |
| Tax benefit from stock-based compensation expense | (973) | (802) | (2,374) | (2,343) |
| Total stock-based compensation expense, net of tax | $ 1,587 | $ 1,292 | $ 3,874 | $ 3,775 |
Stock-Based Compensation - Sc36
| 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 (Details) $ in Thousands | 9 Months Ended |
| Sep. 30, 2015USD ($) | |
| Stock Options [Member] | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
| Total Unrecognized Compensation Cost | $ 659 |
| Weighted -average Remaining Recognition Period | 1 year 5 months 1 day |
| Restricted Stock And Performance Shares [Member] | |
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
| Total Unrecognized Compensation Cost | $ 10,829 |
| Weighted -average Remaining Recognition Period | 2 years 2 months 15 days |
Stock-Based Compensation - Summ
| Stock-Based Compensation - Summary of Stock Option Activities in Equity Plan (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
| Sep. 30, 2015USD ($)$ / sharesshares | |
| Shares | |
| Shares, Options outstanding as of beginning of period | shares | 1,234,530 |
| Shares, Exercised | shares | (82,882) |
| Shares, Canceled | shares | (4,364) |
| Shares, Options outstanding as of end of period | shares | 1,147,284 |
| Shares, Options exercisable as of end of period | shares | 1,098,817 |
| Weighted- Average Exercise Price | |
| Weighted-Average Exercise Price, Options outstanding as of beginning of period | $ 31.10 |
| Weighted-Average Exercise Price, Exercised | 33.73 |
| Weighted-Average Exercise Price, Canceled | 21.20 |
| Weighted-Average Exercise Price, Options outstanding as of end of period | 30.94 |
| Weighted-Average Exercise Price, Options exercisable as of end of period | $ 30.43 |
| Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | |
| Weighted-Average Remaining Contractual Term, Options outstanding as of end of period | 4 years 5 months 5 days |
| Weighted-Average Remaining Contractual Term, Options exercisable as of end of period | 4 years 4 months 13 days |
| Aggregate Intrinsic Value, Options outstanding as of end of period | $ | $ 53,630 |
| Aggregate Intrinsic Value, Options exercisable as of end of period | $ | $ 51,928 |
| Weighted- Average Fair Value | |
| Weighted-Average Fair Value, Options outstanding as of beginning of period | $ 12.75 |
| Weighted-Average Fair Value, Exercised | 14.34 |
| Weighted-Average Fair Value, Canceled | 8.59 |
| Weighted-Average Fair Value, Options outstanding as of end of period | 12.65 |
| Weighted-Average Fair Value, Options exercisable as of end of period | $ 12.53 |
Stock-Based Compensation - Su38
| Stock-Based Compensation - Summary of Restricted Stock Award and Performance Stock Award Activities in Equity Plan (Details) - Restricted Stock And Performance Shares [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
| Sep. 30, 2015USD ($)$ / sharesshares | |
| Shares | |
| Shares, Restricted/performance stock awards outstanding as of beginning of period | shares | 265,219 |
| Shares, Granted | shares | 199,393 |
| Shares, Vested | shares | (105,819) |
| Shares, Forfeited | shares | (5,802) |
| Shares, Restricted/performance stock awards outstanding as of end of period | shares | 352,991 |
| Weighted- Average Remaining Contractual Term | |
| Weighted-Average Remaining Contractual Term, Restricted/performance stock awards outstanding as of end of period | 1 year 6 months 21 days |
| Aggregate Intrinsic Value | |
| Aggregate Intrinsic Value, Restricted/performance stock awards outstanding as of end of period | $ | $ 26,909 |
| Weighted- Average Fair Value | |
| Weighted-Average Fair Value, Restricted/performance stock awards outstanding as of beginning of period | $ 45.69 |
| Weighted-Average Fair Value, Granted | 44.43 |
| Weighted-Average Fair Value, Vested | 41.89 |
| Weighted-Average Fair Value, Forfeited | 46.19 |
| Weighted-Average Fair Value, Restricted/performance stock awards outstanding as of end of period | $ 46.16 |
Earnings Per Share (Details)
| Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
| Basic: | ||||
| Net income attributable to common stockholders | $ 3,592 | $ 8,607 | $ 18,752 | $ 29,490 |
| Weighted average number of common shares outstanding (shares) | 17,428,400 | 17,187,819 | 17,373,650 | 17,122,574 |
| Basic net income per share attributable to common stockholders (usd per share) | $ 0.21 | $ 0.50 | $ 1.08 | $ 1.72 |
| Diluted: | ||||
| Net income attributable to common stockholders | $ 3,592 | $ 8,607 | $ 18,752 | $ 29,490 |
| Weighted average number of common shares outstanding (shares) | 17,428,400 | 17,187,819 | 17,373,650 | 17,122,574 |
| Weighted average number of dilutive common share equivalents from options to purchase common stock (shares) | 645,786 | 465,073 | 555,857 | 469,302 |
| Common shares and common share equivalents (shares) | 18,074,186 | 17,652,892 | 17,929,507 | 17,591,876 |
| Diluted net income per share (usd per share) | $ 0.20 | $ 0.49 | $ 1.05 | $ 1.68 |
| Stock Options [Member] | ||||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
| Total number of stock options excluded from diluted shares computation | 44,909 | |||
Commitments and Contingencies (
| Commitments and Contingencies (Details) | 9 Months Ended |
| Sep. 30, 2015defendant | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Number of defendants | 29 |
Subsequent Event (Details)
| Subsequent Event (Details) - USD ($) | Oct. 28, 2015 | Oct. 01, 2015 | Sep. 30, 2015 |
| Revolving Credit Facility [Member] | |||
| Subsequent Event [Line Items] | |||
| Line of credit outstanding | $ 130,000,000 | ||
| Revolving Credit Facility [Member] | Subsequent Event [Member] | |||
| Subsequent Event [Line Items] | |||
| Additional borrowing capacity | $ 18,000,000 | ||
| Line of credit outstanding | $ 148,000,000 | ||
| Letters of Credit [Member] | |||
| Subsequent Event [Line Items] | |||
| Line of credit outstanding | $ 2,000,000 | ||
| Letters of Credit [Member] | Subsequent Event [Member] | |||
| Subsequent Event [Line Items] | |||
| Line of credit outstanding | $ 2,000,000 |