UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2012.
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-33930
IPC THE HOSPITALIST COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 95-4562058 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
4605 Lankershim Boulevard, Suite 617 North Hollywood, California |
91602 | |
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code: (888) 447-2362
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of April 19, 2012, there were 16,572,947 shares of the registrants common stock, $0.001 par value, outstanding.
IPC The Hospitalist Company, Inc.
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
Note: Items 1A, 2, 3, 4 and 5 of Part II are omitted because they are not applicable.
2
PART I FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS |
IPC The Hospitalist Company, Inc.
Consolidated Balance Sheets
(dollars in thousands, except for share data)
March 31, | December 31, | |||||||
2012 | 2011 | |||||||
(Unaudited) | ||||||||
Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 22,320 | $ | 17,752 | ||||
Accounts receivable, net |
76,208 | 68,010 | ||||||
Insurance receivable for malpractice claims current portion |
9,078 | 8,693 | ||||||
Prepaid expenses and other current assets |
10,414 | 13,139 | ||||||
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Total current assets |
118,020 | 107,594 | ||||||
Property and equipment, net |
5,592 | 5,112 | ||||||
Goodwill |
192,389 | 173,688 | ||||||
Other intangible assets, net |
1,986 | 1,812 | ||||||
Deferred tax assets, net |
1,522 | 1,522 | ||||||
Insurance receivable for malpractice claims less current portion |
15,882 | 15,186 | ||||||
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Total assets |
$ | 335,391 | $ | 304,914 | ||||
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ | 6,986 | $ | 3,962 | ||||
Accrued compensation |
27,224 | 21,640 | ||||||
Payables for practice acquisitions |
16,684 | 23,724 | ||||||
Medical malpractice and self-insurance reserves, current portion |
9,851 | 9,383 | ||||||
Deferred tax liabilities |
750 | 750 | ||||||
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Total current liabilities |
61,495 | 59,459 | ||||||
Long-term debt |
15,000 | 0 | ||||||
Medical malpractice and self-insurance reserves, less current portion |
34,329 | 32,803 | ||||||
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Total liabilities |
110,824 | 92,262 | ||||||
Stockholders equity: |
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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, 16,569,595 and 16,474,988 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively |
17 | 16 | ||||||
Additional paid-in capital |
142,987 | 139,579 | ||||||
Retained earnings |
81,563 | 73,057 | ||||||
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Total stockholders equity |
224,567 | 212,652 | ||||||
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Total liabilities and stockholders equity |
$ | 335,391 | $ | 304,914 | ||||
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The accompanying notes are an integral part of these consolidated financial statements.
3
IPC The Hospitalist Company, Inc.
Consolidated Statements of Income
(dollars in thousands, except for per share data)
(unaudited)
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
Net revenue |
$ | 129,793 | $ | 113,387 | ||||
Operating expenses: |
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Cost of services physician practice salaries, benefits and other |
95,098 | 82,097 | ||||||
General and administrative |
20,074 | 17,775 | ||||||
Net change in fair value of contingent consideration |
84 | 292 | ||||||
Depreciation and amortization |
848 | 755 | ||||||
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Total operating expenses |
116,104 | 100,919 | ||||||
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Income from operations |
13,689 | 12,468 | ||||||
Investment income |
4 | 5 | ||||||
Interest expense |
(82 | ) | (22 | ) | ||||
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Income before income taxes |
13,611 | 12,451 | ||||||
Income tax provision |
5,105 | 4,732 | ||||||
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Net income |
$ | 8,506 | $ | 7,719 | ||||
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Net income per share: |
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Basic |
$ | 0.52 | $ | 0.47 | ||||
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Diluted |
$ | 0.50 | $ | 0.46 | ||||
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The accompanying notes are an integral part of these consolidated financial statements.
4
Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
Operating activities |
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Net income |
$ | 8,506 | $ | 7,719 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
848 | 755 | ||||||
Stock-based compensation expense |
1,464 | 992 | ||||||
Net change in fair value of contingent consideration |
84 | 292 | ||||||
Changes in assets and liabilities: |
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Accounts receivable |
(8,198 | ) | (15,208 | ) | ||||
Prepaid expenses and other current assets |
2,725 | 1,864 | ||||||
Accounts payable and accrued liabilities |
3,006 | 2,670 | ||||||
Accrued compensation |
5,584 | 3,600 | ||||||
Medical malpractice and self-insurance reserves, net |
913 | 971 | ||||||
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Net cash provided by operating activities |
14,932 | 3,655 | ||||||
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Investing activities |
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Acquisitions of physician practices |
(26,222 | ) | (4,965 | ) | ||||
Purchase of property and equipment |
(1,105 | ) | (558 | ) | ||||
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Net cash used in investing activities |
(27,327 | ) | (5,523 | ) | ||||
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Financing activities |
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Proceeds from long-term debt, net |
15,000 | 0 | ||||||
Net proceeds from issuance of common stock |
1,777 | 1,045 | ||||||
Excess tax benefits from stock-based compensation |
186 | 203 | ||||||
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Net cash provided by financing activities |
16,963 | 1,248 | ||||||
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Net increase (decrease) in cash and cash equivalents |
4,568 | (620 | ) | |||||
Cash and cash equivalents, beginning of period |
17,752 | 18,935 | ||||||
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Cash and cash equivalents, end of period |
$ | 22,320 | $ | 18,315 | ||||
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Supplemental disclosure of cash flow information |
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Cash paid for: |
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Interest |
$ | 31 | $ | 22 | ||||
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Income taxes |
$ | 627 | $ | 971 | ||||
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The accompanying notes are an integral part of these consolidated financial statements.
5
IPC The Hospitalist Company, Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
March 31, 2012
Note 1. Operations and Significant Accounting Policies
Business
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. Hospitalists focus on a patients care from the time of admission to discharge, working in close consultation with primary care physicians, other referring physicians and medical providers to coordinate the inpatient care delivery system and manage the entire inpatient episode of care. Our affiliated hospitalists practice in inpatient facilities, including acute care hospitals, long-term acute care facilities, specialty hospitals, psychiatric facilities and post-acute care facilities. The physicians are primarily full-time employees of our subsidiaries or consolidated professional medical corporations managed under long-term management agreements (Professional Medical Corporations), although part-time and temporary physicians are also employed or contracted on an as-needed basis. Also, unless otherwise expressly stated or the context otherwise requires, our affiliated hospitalists refer to physicians, nurse practitioners and physician assistants employed or contracted by either our wholly-owned subsidiaries or our Professional Medical Corporations. References to practices or practice groups refer to our Professional Medical Corporations and the wholly-owned subsidiaries of IPC that provide medical services, unless otherwise expressly stated or the context otherwise requires.
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. In our opinion, these 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 financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to such rules and regulations, although we believe that the following disclosures, when read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2011, are adequate to make the information presented not misleading. For further information, refer to the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011 filed with the SEC on February 23, 2012.
Principles of Consolidation
Our consolidated financial statements include the accounts of IPC The Hospitalist Company, Inc. and its wholly owned subsidiaries and consolidated Professional Medical Corporations managed under long-term management agreements. Some states have laws that prohibit business entities, such as IPC, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians (collectively known as the corporate practice of medicine), or engaging in certain arrangements with physicians, such as fee-splitting. In states that have these restrictions, we operate by maintaining long-term management contracts with the Professional Medical Corporations, which are each owned and operated by physicians, and which employ or contract with additional physicians to provide hospitalist services. Under the management agreements, we provide and perform all non-medical management and administrative services, including financial management, information systems, marketing, risk management and administrative support. The management agreements have an initial term of 20 years and are automatically renewable for successive 10-year periods unless terminated by either party for cause. The management agreements are not terminable by the Professional Medical Corporations, except in the case of gross negligence, fraud, or other illegal acts by us, or bankruptcy of IPC.
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 (VIEs), and that we are the primary beneficiary because we have controls over the operations of these VIEs. 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.
6
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, 2012.
Fair Value of Financial Instruments
The carrying amounts of our cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carry amount of our borrowings under our line of credit approximates fair value.
Accounts Receivable and Concentration of Credit Risk
For the three months ended March 31, 2012 and 2011, total patient volume consisted of the following percentage from Medicare and Medicaid programs:
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
Medicare and Medicaid patients |
52 | % | 52 | % |
Our accounts receivable are stated at the amounts expected to be collected. Except with respect to the Medicare and Medicaid programs, concentrations of credit risk, which consist primarily of accounts receivable, is limited due to the large number of payors that compose our diverse payor mix and patient base. Accounts receivable from Medicare and Medicaid made up the following percentage of total net accounts receivable:
March 31, 2012 |
December 31, 2011 |
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Percentage of receivables from Medicare and Medicaid |
34 | % | 36 | % |
Goodwill and Other Intangible Assets
The changes in the carrying amount of goodwill for the three months ended March 31, 2012 are as follows (in thousands):
Goodwill - beginning balance at January 1, 2012 |
$ | 173,688 | ||
Goodwill acquired during period |
18,701 | |||
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Goodwill - ending balance at March 31, 2012 |
$ | 192,389 | ||
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Medical Malpractice Liability Insurance
We maintain medical malpractice insurance coverage that indemnifies us and our employed health care professionals on a claims-made basis. Our claims-made coverage covers those claims reported during the policy period, which ends December 31 of each year, on a first dollar coverage up to our policy limits on new claims reported during the policy period. In December 2011, we renewed our annual professional liability insurance policy for 2012 effective January 1, 2012 under the same terms as our 2011 policy. We expect to be able to continue to obtain coverage in future years; however, there can be no assurance that we will obtain substantially similar coverage as is provided under the 2012 policy at acceptable costs and on favorable terms upon expiration.
7
We record our medical malpractice reserves, on an undiscounted basis, for self-insured deductibles, claims incurred and reported and claims incurred but not reported 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, 2012 | December 31, 2011 | |||||||||||||||||||||||||||||||
Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||||||||
Insurance Receivable |
Claims Reserve |
IBNR Reserve |
Total Liabilities |
Insurance Receivable |
Claims Reserve |
IBNR Reserve |
Total Liabilities |
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Current Portion |
$ | 9,078 | $ | 9,332 | 519 | 9,851 | $ | 8,693 | $ | 8,956 | 427 | 9,383 | ||||||||||||||||||||
Long-term Portion |
15,882 | 15,882 | 18,447 | 34,329 | 15,186 | 15,186 | 17,617 | 32,803 | ||||||||||||||||||||||||
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Total |
$ | 24,960 | $ | 25,214 | 18,966 | 44,180 | $ | 23,879 | $ | 24,142 | 18,044 | 42,186 | ||||||||||||||||||||
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Recently Adopted Accounting Principles
In September 2011, the Financial Accounting Standard Board (FASB) issued a GAAP update on goodwill to allow an entity the option of performing a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. If the qualitative assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the entity shall perform the quantitative two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. We adopted this revised GAAP on January 1, 2012. The adoption of this revised GAAP does not have a material effect on our financial position, results of operations or cash flows.
In July 2011, the FASB issued a GAAP update on revenue recognition for certain health care entities that recognize significant amounts of patient service revenue without assessing the patients ability to pay. This revised GAAP requires such health care entities to present the provision for bad debt related to patient service revenue as a deduction from patient service revenue (net of contractual allowance and discounts) on their statement of income. It also requires additional disclosures of patient service revenue as well as qualitative and quantitative information about changes in the allowance for doubtful accounts. We adopted this revised GAAP on January 1, 2012. The adoption of this revised GAAP does not have a material effect on our financial position, results of operations or cash flows as we do not recognize a significant amount of revenue at the time services are rendered without assessing the patients ability to pay.
In May 2011, the FASB issued a GAAP update on fair value measurement, which eliminates certain differences between U.S. GAAP and International Financial Reporting Standards (IFRS), resulting in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and IFRS. It also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. We adopted this revised GAAP on January 1, 2012. The adoption of this revised GAAP does not have a material effect on our financial position, results of operations or cash flows.
New Accounting Principles
None are applicable to our company.
Note 2. 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.
In connection with the acquisition of hospitalist physician practices, we generally record goodwill and other identifiable intangible assets consisting of physician and hospital agreements. The results of operations of the acquired practices are included in the consolidated financial statements from the date of acquisition. In addition to the initial consideration paid at the close of these transactions, the asset purchase agreements generally provide for future consideration to be paid based upon the achievement of certain operating results of the acquired practices as of specified measurement dates. These additional payments are not contingent upon the future employment of the sellers. The estimated fair value of additional future consideration is recognized at the acquisition-date. Subsequent changes, if any, to the acquisition-date fair value are recognized as part of on-going operations.
8
During the three months ended March 31, 2012, we completed the acquisition of assets of three hospitalist physician practices. In addition to the initial consideration paid at the close of these transactions, two of the asset purchase agreements provide for additional consideration to be paid based upon the future operating results of the acquired practices as of specified measurement dates. The contingent consideration for these two acquisitions was recorded on a provisional basis, pending completion of the valuation study as of the respective acquisition dates.
The following table summarizes the total amounts recorded during the three months ended March 31, 2012, related to the acquisition of hospitalist practices (in thousands):
Acquired assets paid and accrued: |
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Goodwill |
$ | 18,701 | ||
Other intangible assets |
397 | |||
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Total acquired assets |
19,098 | |||
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Cash paid for acquisitions: |
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2012 transactions |
(11,622 | ) | ||
Contingent consideration |
(14,592 | ) | ||
Other prior year transactions |
(8 | ) | ||
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Total cash paid for acquisitions |
(26,222 | ) | ||
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Decrease in payables for practice acquisitions |
(7,124 | ) | ||
Net change in fair value of contingent consideration |
84 | |||
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Net change in payables for practice acquisitions |
(7,040 | ) | ||
Payables for practice acquisitions, beginning of period |
23,724 | |||
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Payables for practice acquisitions, end of period |
$ | 16,684 | ||
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Our payable for acquisitions balance of $16,684,000 at March 31, 2012, is composed of $16,465,000 of accrued contingent consideration measured at fair value, and $219,000 of liabilities recorded at undiscounted carrying value which approximates fair value.
Note 3. Debt
Our secured revolving credit agreement (Credit Facility) provides a revolving line of credit of $75.0 million and contains an accordion feature that allows an increase of $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. In March 2012, we borrowed $15.0 million under the revolving line of credit bearing interest at 1.0% per annum. As of March 31, 2012, we had borrowings of $15.0 million outstanding, a letter of credit of $0.1 million outstanding and $59.9 million available under the revolving line of credit.
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 1.25%, or the lenders prime rate plus 0% to 0.25%, 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 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, 2012, we were in compliance with such financial covenants and restrictions.
9
Note 4. Income Taxes
Following are the income tax provisions and effective tax rates for the three months ended March 31, 2012 and 2011 (dollars in thousands):
Three Months Ended March 31, | ||||||||
2012 | 2011 | |||||||
Income tax provision |
$ | 5,105 | $ | 4,732 | ||||
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Effective tax rate |
37.5 | % | 38.0 | % | ||||
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The difference in the effective tax rate for three months ended March 31, 2012 as compared to three months ended March 31, 2011 was due primarily to a decrease in our effective state tax rate. 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, 2012, we did not have any estimated interest and penalties related to uncertain tax positions.
The tax years 2007 to 2010 remain open to examination by the major taxing jurisdictions to which we are subject. The statute of limitations for tax years 1997 to 2006 has expired, except that the tax years 1997 to 2002 are 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. A state examination has been initiated for one of our subsidiaries. The outcome of such examination cannot be predicted with certainty; however, we believe that the ultimate resolution will not have a material effect on our 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 taxes expense for an interim period.
Note 5. Stock-Based Compensation
At March 31, 2012, we had a stock-based employee compensation program, for which we had reserved a total of 3,818,654 common shares for issuance. In accordance with our Equity Participation Plan (Equity Plan), for each calendar year until 2013, the number of shares authorized for issuance under our Equity Plan will increase in an amount equal to 2.5% of the total number of shares of our common stock outstanding at the close of the first trading day of each year. Pursuant to our Equity Plan, the available shares of our common stock for issuance were increased by 411,875 on January 3, 2012. As of March 31, 2012, there were 297,620 shares of our common stock available for issuance under our Equity Plan.
All option awards granted during the three months ended March 31, 2012 were issued with exercise prices equal to the closing price of our common stock on the NASDAQ Global Select Market on the dates of grant. The options under the Equity Plan generally vest over a four-year period from date of grant, and unrestricted options terminate on the 10th anniversary of the agreement date. Restricted stock awards generally vest over a four-year period from date of the award and performance stock awards generally vest over two to three years from date of the award.
Stock-based compensation expense is recognized when the options, restricted stock awards, performance stock awards and our employee stock purchase plan shares are vested, which is included in total general and administrative expenses as follows (in thousands)
Three months ended March 31, | ||||||||
2012 | 2011 | |||||||
Stock-based compensation expense |
$ | 1,464 | $ | 992 | ||||
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10
As of March 31, 2012, total unrecognized compensation costs related to non-vested stock-based compensation arrangements granted under our Equity Plan 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 Contractual Term |
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(Years) | ||||||||
Stock option |
$ | 10,631 | 7.58 | |||||
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Restricted/Performance stock |
$ | 3,513 | 3.46 | |||||
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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, | ||||||||
2012 | 2011 | |||||||
Risk-free interest rate |
1.21 | % | 2.32 | % | ||||
Expected volatility |
39.86 | % | 39.50 | % | ||||
Expected option life (in years) |
6.16 | 5.73 | ||||||
Expected dividend yield |
0.00 | % | 0.00 | % |
The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues. The expected volatility is based on historical volatility levels of our public company peer group and the volatility of our stock price since our initial public offering in January 2008. 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, 2012.
Shares | Weighted Average Exercise Price |
Weighted- Average Remaining Contractual Term |
Aggregate Intrinsic Value |
Weighted Average Fair Value |
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(Years) | (in 000) | |||||||||||||||||||
Options outstanding as of December 31, 2011 |
1,581,332 | $ | 25.92 | $ | 11.02 | |||||||||||||||
Changes during period: |
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Granted |
216,800 | 37.29 | 14.96 | |||||||||||||||||
Exercised |
(40,731 | ) | 17.08 | 7.05 | ||||||||||||||||
Cancelled/Forfeited |
(6 | ) | 1.60 | 0.31 | ||||||||||||||||
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Options outstanding as of March 31, 2012 |
1,757,395 | $ | 27.53 | 7.58 | $ | 19,973 | $ | 11.60 | ||||||||||||
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Options exercisable as of March 31, 2012 |
1,000,748 | $ | 20.76 | 6.67 | $ | 17,096 | $ | 8.79 | ||||||||||||
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The following table summarizes the restricted stock awards and performance stock awards activities in our Equity Plan during the three months ended March 31, 2012.
Shares | Weighted Average Remaining Contractual Term |
Aggregate Intrinsic Value |
Weighted Average Fair Value |
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(Years) | (in 000) | |||||||||||||||
Restricted/performance stock awards outstanding as of December 31, 2011 |
31,496 | $ | 40.87 | |||||||||||||
Changes during period: |
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Granted |
80,535 | 36.57 | ||||||||||||||
Released |
(6,837 | ) | 35.94 | |||||||||||||
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Restricted/performance stock awards outstanding as of March 31, 2012 |
105,194 | 3.46 | $ | 3,883 | $ | 37.90 | ||||||||||
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Note 6. 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, 2012 and 2011 are as follows (dollars in thousands, except for per share data):
Three Months
Ended March 31, |
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2012 | 2011 | |||||||
Basic: |
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Net income |
$ | 8,506 | $ | 7,719 | ||||
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Weighted average number of common shares outstanding |
16,505,047 | 16,323,125 | ||||||
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Basic net income per share |
$ | 0.52 | $ | 0.47 | ||||
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Diluted: |
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Net income |
$ | 8,506 | $ | 7,719 | ||||
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Weighted average number of common shares outstanding |
16,505,047 | 16,323,125 | ||||||
Weighted average number of dilutive common shares equivalents from stock options |
355,608 | 416,400 | ||||||
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Common shares and common share equivalents |
16,860,655 | 16,739,525 | ||||||
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Diluted net income per share |
$ | 0.50 | $ | 0.46 | ||||
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Outstanding stock options with an exercise price above market are excluded from our diluted computation as their effect would be anti-dilutive. At March 31, 2012, there were approximately 267,000 outstanding stock options with an exercise price above the average market price for the three months ended March 31, 2012.
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Note 7. 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. Attorneys 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. The Company has produced responsive documents and will discuss with representatives of the government additional future productions to be made if requested. We have been informed by the DOJ that a qui tam whistleblower complaint related to this investigation naming the Company has been filed under court seal in the U.S. District Court for the Northern District of Illinois (Chicago). We also have been informed that several state attorneys general are examining our Medicaid claims in coordination with the DOJ. It is not possible to predict whether or 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.
Note 8. Fair Value Measurement
Some of our assets and 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 entitys 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, 2012 (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 payables for practice acquisitions) |
$ | 0 | $ | 0 | $ | 16,465 | $ | 16,465 | ||||||||
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The following table presents a reconciliation for our liabilities measured at fair value on a recurring basis using significant unobservable inputs (level 3) for the three months ended March 31, 2012 (in thousands):
Accrued Contingent Consideration for Practice Acquisitions |
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Beginning balance |
$ | 23,624 | ||
Addition through acquisition transactions |
7,349 | |||
Change in fair value realized |
84 | |||
Payments |
(14,592 | ) | ||
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Ending balance |
$ | 16,465 | ||
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Our payable for acquisitions is largely composed of accrued contingent consideration measured at fair value. 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 a discount rate of 2.6%, and 100% probability of achieving the estimated projected earnings.
Because our accrued contingent consideration is generally based on a certain multiple of earnings of the acquired practices during a specified measurement period, a relatively small 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.
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ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following managements discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report. In addition, reference is made to our audited consolidated financial statements and notes thereto and related Managements Discussion and Analysis of Financial Condition and Results of Operations included in our most recent Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission (SEC) on February 23, 2012.
The following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of IPC that are based on managements current expectations, estimates, projections, and assumptions about our business. Words such as may, will, could, should, target, potential, project, expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in our most recent Annual Report on Form 10-K, including the section entitled Risk Factors, as well as those discussed from time to time in the Companys other SEC filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Quarterly Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, or for changes made to this document by wire services or internet service providers. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.
Overview and Recent Developments
We are a leading provider of hospitalist services in the United States. Hospitalist medicine is organized around inpatient care, primarily delivered in acute hospitals, but also in post-acute facilities, and is focused on providing, managing and coordinating the care of patients in facility based care settings. We believe we are the largest dedicated hospitalist company in the United States based on revenues, patient encounters and number of affiliated hospitalists. Our early entry into the emerging hospitalist industry has permitted us to establish a reputation and leadership position that we believe is closely identified with hospitalist medicine.
Acquisitions
During the three months ended March 31, 2012, we acquired the assets of three hospitalist physician practices for a total estimated purchase price of $19,098,000. In connection with these acquisitions, we recorded goodwill of $18,701,000 and identifiable intangible assets of $397,000. Total transaction costs of $73,000 for our acquisition activities during the three months ended March 31, 2012 were expensed as incurred.
In connection with these acquisitions, we recorded liabilities of $7,349,000 representing the fair value of future contingent considerations to be paid based upon the estimated achievement of certain operating results of the acquired practices as of certain measurement dates. The fair value of such contingent considerations is re-evaluated on a quarterly basis based on changes in our estimate of the operating results of future payments. The changes, if any, in fair value are recognized in our results of operations.
Rate Changes by Government Sponsored Programs
The Medicare program reimburses for our services based upon the rates in the Medicare Physician Fee Schedule, and each year the Medicare program updates the Physician Fee Schedule reimbursement rates based on a formula approved by Congress in the Balanced Budget Act of 1997. Many private payors use the Medicare fee schedule to determine their own reimbursement rates.
The Medicare law requires the Centers for Medicare and Medicaid Services (CMS) to adjust the Physician Fee Schedule payment rates annually based on an update formula which includes application of the Sustainable Growth Rate (SGR) that was adopted in the Balanced Budget Act of 1997. This formula has yielded negative updates every year beginning in 2002, and numerous subsequent administrative and legislative actions since then have either delayed, modified or overrode the SGR formula to prevent the reimbursement reductions each year through 2012. CMS has determined that, effective January 1, 2012, the SGR formula results in a payment cut of approximately 27 percent. Congress, however, enacted the Temporary Payroll Tax Cut Continuation Act of 2011, which blocked this cut through the end of February 2012. In February 2012, Congress passed the Middle Class Tax Relief and Job Creation Act of 2012, which blocks the cut through the end of 2012. While Congress has repeatedly intervened to mitigate the negative reimbursement impact associated with the SGR formula, there is no guarantee that Congress will continue to do so in the future. Moreover, the existing methodology may result in significant yearly fluctuations in the Physician Fee Schedule amounts, which may be unrelated to changes in the actual costs of providing physician services. Unless Congress enacts a change in the SGR methodology, the uncertainty regarding reimbursement rates and fluctuation will continue to exist.
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Another provision that affects physician payments is an adjustment under the Medicare statute to reflect the geographic variation in the cost of delivering physician services, by comparing those costs to the national average. This concerns the work component of the Geographic Practice Cost Indices (GPCI). If Congress does not block this adjustment, payments would be decreased to any geographic area with an index of less than 1.0. Congress, however, enacted the Temporary Payroll Tax Cut Continuation Act of 2011, which blocked this cut through the end of February 2012. In February 2012, Congress passed the Middle Class Tax Relief and Job Creation Act of 2012, which blocks the cut through the end of 2012. Although Congress has extended the work GPCI floor several times, there is no guarantee that Congress will block the adjustment in the future, which could result in a decrease in payments we receive for physician services.
Congress has a strong interest in reducing the federal debt, which may lead to new proposals designed to achieve savings by altering payment policies. The Budget Control Act of 2011 (BCA) established a Joint Select Committee on Deficit Reduction, which had the goal of achieving a reduction in the federal debt level of at least $1.2 trillion. That Committee did not draft a proposal by the BCAs deadline, with the result that automatic cuts in various federal programs will take place, beginning in January 2013. Although the Medicare program is generally exempt from these cuts, Medicare payments to providers are not exempt. The BCA does, however, provide that the Medicare cuts to providers may not exceed two percent. At this time it is unclear how this automatic reduction may be applied to various Medicare healthcare programs, including physician reimbursement. Therefore it is not possible at this time to estimate what impact, if any, the Budget Control Act will have on our business or results of operations. However, under our provider compensation plan, any decrease in reimbursement rates also reduces our physician incentive payments such that, for example, a 2% net reduction in Medicare reimbursement rates for the codes applicable to the services performed by our affiliated hospitalists could reduce our net income by approximately 0.2%.
Healthcare Reform
In March 2010, the Patient Protection and Affordable Care Act (PPACA) and the Health Care and Education Reconciliation Act of 2010 (collectively the Healthcare Reform Act) were enacted. The Healthcare Reform Act includes a number of provisions that may affect our Company, although the impact of many of the changes will be unknown until they are implemented, which in some cases will not occur for several years. The impact of some of these provisions may be positive, such as the expansion in the number of individuals with health insurance, the 10% Medicare bonus payment for primary care services (including outpatient and nursing home visits) from 2011 through 2015 to primary care practitioners for whom primary care services represented a minimum of 60% of Medicare allowed charges in a prior period, and the increase in Medicaid rates in 2013 and 2014 for primary care services. The impact of other provisions is unknown at this time, such as the establishment of an Independent Medicare Advisory Board that could recommend changes in payment for physicians under certain circumstances not earlier than January 15, 2014, which the Secretary of Health and Human Services generally would be required to implement unless Congress enacts superseding legislation. Fraud and abuse penalty increases and the expansion in the scope of the reach of the Federal Civil False Claims Act and government enforcement tools may adversely impact entities in the healthcare industry, including our Company.
The impact of certain provisions will depend upon the ultimate method of implementation. For example, PPACA requires the Secretary of Health and Human Services to develop a budget neutral value-based payment modifier that provides for differential payment under the physician fee schedule for physicians or groups of physicians that is linked to quality of care furnished compared to cost. The Secretary of Health and Human Services must begin implementing the modifier through the physician fee schedule rulemaking in 2013, specify an initial performance period, and apply the modifier for certain physicians and groups of physicians beginning January 1, 2015 and all physicians and groups of physicians starting not later than January 1, 2017. The impact of this payment modifier cannot be determined at this time.
In addition, certain provisions of PPACA authorize voluntary demonstration projects, which include the development of bundling payments for acute, inpatient hospital services, physician services, and post-acute services for episodes of hospital care beginning no later than 2013. In addition, beginning no later than January 1, 2012, PPACA allows providers organized as Accountable Care Organizations that voluntarily meet quality thresholds to share in the cost savings they achieve for the Medicare program. The impact of these projects on our Company cannot be determined at this time.
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The constitutionality of the Healthcare Reform Act is currently being challenged through the courts. In March 2012, the Supreme Court heard oral arguments regarding, along with other issues, the question of whether the Healthcare Reform Acts requirement that individuals purchase health insurance violates the commerce clause of the Constitution. The Supreme Court could strike down the individual mandate only, or it could strike down the entire law, including the payment increases and eligibility expansion. Pending the expected Supreme Court ruling in June 2012, it remains unclear at this time what the ultimate impact of the Healthcare Reform Act will be on our Company.
Seasonality and Quarterly Fluctuations
We have historically experienced and expect to continue to experience quarterly fluctuations in net revenue and income from operations. Absent the impact and timing of acquisitions, our net revenue has historically been higher in the first and fourth quarters of the year primarily due to the following factors:
| the number of physicians we have on staff during the quarter, which may fluctuate based upon the timing of hires due to the end of the academic year for graduating resident physicians, the schedule of the Internal Medicine Board exams and terminations in our existing practices; and |
| fluctuations in patient encounters, which are impacted by hospital census, which can be volatile, and physician productivity and often reflect seasonality due to the higher occurrence of illnesses such as flu and pneumonia in patient populations in the first quarter. |
We have significant fixed operating costs, including physician practice salaries and benefits and, as a result, are highly dependent on patient encounters and the productivity of our affiliated hospitalists to sustain profitability. Additionally, quarterly results may be affected by the timing of practice acquisitions and the hiring and termination of our affiliated hospitalists.
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Results of Operations and Operating Data
The following table sets forth operating data and selected consolidated statements of income information stated as a percentage of net revenue:
Three Months Ended | ||||||||
March 31, | ||||||||
2012 | 2011 | |||||||
Operating data patient encounters |
1,355,000 | 1,186,000 | ||||||
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Net revenue |
100.0 | % | 100.0 | % | ||||
Operating expenses: |
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Cost of servicesphysician practice salaries, benefits and other |
73.3 | % | 72.4 | % | ||||
General and administrative |
15.5 | % | 15.7 | % | ||||
Net change in fair value of contingent consideration |
0.1 | % | 0.3 | % | ||||
Depreciation and amortization |
0.6 | % | 0.6 | % | ||||
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Total operating expenses |
89.5 | % | 89.0 | % | ||||
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Income from operations |
10.5 | % | 11.0 | % | ||||
Investment income |
| % | | % | ||||
Interest expense |
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Income before income taxes |
10.5 | % | 11.0 | % | ||||
Income tax provision |
3.9 | % | 4.2 | % | ||||
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Net income |
6.6 | % | 6.8 | % | ||||
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Three months ended March 31, 2012 compared to three months ended March 31, 2011
Our patient encounters for the three months ended March 31, 2012 increased by 169,000 encounters or 14.2% to 1,355,000, compared to 1,186,000 for the same period in the prior year. Net revenue for the three months ended March 31, 2012 was $129.8 million, an increase of $16.4 million, or 14.5%, from $113.4 million for the three months ended March 31, 2011. Of this $16.4 million increase, 74% was attributable to same-market area growth and 26% was attributable to revenue generated from four new markets. Of these new markets, three were entered through acquisitions in 2011 and one was from a new hospital contract established in 2011. Same-market revenue increased 10.8%, same-market encounters increased 11.3% and patient revenue per encounter decreased 1.6%, principally due to a shift in service mix. Same-market areas are those geographic areas in which we have had operations for the entire current period and the entire comparable prior period. Because in-market area acquisitions are often small practice groups which become subsumed within our existing practice groups and are managed by our existing regional management staff, we consider these as part of our same-market area growth.
Physician practice salaries, benefits and other expenses for the three months ended March 31, 2012 were $95.1 million or 73.3% of net revenue compared to $82.1 million or 72.4% of net revenue for the three months ended March 31, 2011. These costs increased by $13.0 million or 15.8%. The increase in practice costs is largely related to the increase in the number of hospitalists added through hiring and acquisitions during the period and to continued investment in physician leadership initiatives. Same-market area physician costs increased a total of $9.9 million, which was primarily the result of increased costs related to our new hires or acquired physician practices. In addition, $3.1 million of the $13.0 million overall cost increase is attributable to physician costs associated with our four new markets. As a percentage of revenue, physician costs increased by 90 basis points for the three months ended March 31, 2012, compared to the same period of 2011. The increase in physician costs as a percentage of revenues was primarily related to certain hospital contracts in transition.
General and administrative expenses include all salaries, benefits and operating expenses not specifically related to the day-to-day operations of our physician group practices, including billing and collections functions, our regional and market-area administrative offices and our corporate management and overhead. General and administrative expenses increased $2.3 million, or 12.9%, to $20.1 million, or 15.5% of net revenue, for the three months ended March 31, 2012, as compared to $17.8 million, or 15.7% of net revenue, for the three months ended March 31, 2011. The increase in expense was primarily the result of increased costs to support the continuing growth of our operations and acquisitions, including new regional office costs and other expenses. General and administrative expenses decreased as a percentage of net revenue as we continue to leverage these costs over a larger revenue base. Excluding stock based compensation, which increased primarily as a result of the increase in our stock price at the date of various grants, general and administrative expenses decreased by 50 basis points to 14.3% of revenue for the three months ended March 31, 2012, compared to 14.8% of revenue for the same period of 2011.
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Income from operations increased $1.2 million, or 9.8%, to $13.7 million from $12.5 million for the same period in the prior year. Our operating margin was 10.5% for the three months ended March 31, 2012, as compared to 11.0% for the three months ended March 31, 2011. The decrease in the operating margin was largely the result of the increase in physician costs as a percentage of revenue, partially offset by the decrease in general and administrative expenses as a percentage of revenue.
Our effective tax rate for the three months ended March 31, 2012 was 37.5% compared to 38.0% for the three months ended March 31, 2011. The decrease in the effective tax rate is due primarily to a decrease in our effective state tax rate. The effective tax rate differs from the statutory U.S. federal rate of 35.0% due primarily to state income taxes.
Net income for the three months ended March 31, 2012 increased to $8.5 million from $7.7 million for the three months ended March 31, 2011, and our net income margin was 6.6%, as compared to 6.8% for the same period in the prior year.
Liquidity and Capital Resources
As of March 31, 2012, we had $15.0 million debt outstanding, and approximately $82.2 million in liquidity, which is composed of $22.3 million in cash and cash equivalents and an available line of credit of $59.9 million.
Net cash provided by operating activities for the three months ended March 31, 2012 was $14.9 million compared to $3.7 million for the same period of 2011. The primary changes in working capital during the three months ended March 31, 2012 was composed of (i) an increase in accounts receivable of $8.2 million, (ii) a decrease of prepaid expenses and other current assets of $2.7 million, (iii) an increase in accrued compensation of $5.6 million primarily related to timing of payrolls and physician bonus payments, and (iv) an increase in accounts payable and accrued liabilities of $3.0 million.
Our days sales outstanding (DSO), which we use to measure the effectiveness of our collections, was 52 DSO as of March 31, 2012 as compared to 51 DSO as of December 31, 2011. We calculate our DSO using a three-month rolling average of net revenues. The increase in DSO is largely related to the three practice acquisitions in the first quarter of 2012.
Net cash used in investing activities was $27.3 million for the three months ended March 31, 2012, compared to $5.5 million for the same period in 2011. Cash of $26.2 million was used in the first quarter of 2012 for physician practice acquisitions and earn-out payments on prior acquisitions, compared to $5.0 million in the same period of the prior year. The remainder of cash used in investing activities was for purchases of computer hardware and software, and office furnishings.
For the three months ended March 31, 2012, net cash provided by financing activities was $17.0 million, compared to $1.2 million provided by financing activities for the same period in 2011. In March 2012, we borrowed $15.0 million under our revolving line of credit to finance our physician practice acquisitions and earn-out payments on prior acquisitions.
Credit Facility and Liquidity
Our secured revolving credit agreement (Credit Facility) provides a revolving line of credit of $75.0 million and contains an accordion feature that allows an increase of $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. In March 2012, we borrowed $15.0 million under our Credit Facility bearing interest at 1.0% per annum. As of March 31, 2012, we had borrowings of $15.0 million outstanding, a letter of credit of $0.1 million outstanding and $59.9 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 1.25%, or the lenders prime rate plus 0% to 0.25%, 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.
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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, 2012, we were in compliance with such financial covenants and restrictions.
We anticipate that funds generated from operations, together with our current cash on hand and funds available under our Credit Facility will be sufficient to finance our working capital requirements and fund anticipated acquisitions, contingent acquisition consideration and capital expenditures.
Off Balance Sheet Arrangements
As of March 31, 2012, we had no off-balance sheet arrangements.
Recently Adopted and New Accounting Principles
See Note 1 to the Consolidated Financial Statements for information regarding recently adopted and new accounting principles.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are exposed to changes in interest rates as a result of our Credit Facility agreement. At our option for each borrowing, the interest rate on outstanding borrowings under our Credit Facility is either LIBOR plus 0.75% to 1.25%, or the lenders prime rate plus 0% to 0.25%, both based on a leverage ratio. Historically, we have chosen not to use interest rate derivatives to manage our exposure to changes in interest rates.
We had outstanding borrowings under our Credit Facility of $15.0 million at March 31, 2012. The impact of a 1.0% increase on short-term interest rates would result in a decrease in income before income tax of approximately $150,000 annually.
Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities with shorter maturities may produce less income if interest rates fall. As of March 31, 2012, all of our short-term investments were invested in money market funds with less than 90-day maturities and are classified as cash equivalents.
ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain controls and procedures designed to ensure that we are able to collect the information we are required to disclose in the reports we file with the Securities and Exchange Commission (SEC), and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the three months ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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ITEM 1. | LEGAL PROCEEDINGS |
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 physicians. 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. Attorneys 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. The Company has produced responsive documents and will discuss with representatives of the government additional future productions to be made if requested. We have been informed by the DOJ that a qui tam whistleblower complaint related to this investigation naming the Company has been filed under court seal in the U.S. District Court for the Northern District of Illinois (Chicago). We also have been informed that several state attorneys general are examining our Medicaid claims in coordination with the DOJ. It is not possible to predict whether or 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.
ITEMS 1A, 2, 3, 4 AND 5 ARE NOT APPLICABLE
ITEM 6. | EXHIBITS |
(a) Exhibits
Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index on page 23 of this report.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on the 26th day of April, 2012.
IPC THE HOSPITALIST COMPANY, INC. | ||
By: | /s/ ADAM D. SINGER, M.D. | |
Adam D. Singer, M.D. Chief Executive Officer | ||
By: | /S/ RICK KLINE | |
Rick Kline Chief Financial Officer |
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Exhibit |
Description of Document | |
10.1 | Form of Performance Unit Agreement under 2007 Equity Participation Plan | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes Oxley Act. | |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes Oxley Act. | |
32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. | |
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act. | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| Management contracts or compensation plans, contracts or arrangements |
* | Pursuant to Rule 406T of Regulation S-T, XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections. |
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Exhibit 10.1
IPC THE HOSPITALIST COMPANY, INC.
2007 EQUITY PARTICIPATION PLAN
PERFORMANCE UNIT AGREEMENT
PERFORMANCE UNIT AGREEMENT (the Agreement), dated as of [ ] (the Grant Date) by and between IPC The Hospitalist Company, Inc. (the Company), and [ ] (the Grantee).
In accordance with Section 11 of the IPC The Hospitalist Company, Inc. 2007 Equity Participation Plan (the Plan) and subject to the terms of the Plan and this Agreement, the Company hereby grants to the Grantee a performance unit award (the Award) with respect to [ ] shares of the Companys Common Stock, par value $0.001 per share (the Stock) on the terms and conditions as set forth herein. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Plan
To evidence the Award and to set forth its terms, the Company and the Grantee agree as follows:
1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Grantee accepts this Agreement by executing it in the space provided below and returning such original execution copy to the Company.
2. Rights as a Stockholder.
(a) The Grantee shall not be entitled to any privileges of ownership with respect to the shares of Stock subject to the Award unless and until such shares become vested pursuant to Section 3 hereof and the Grantee becomes a stockholder of record with respect to such shares.
(b) As of each date on which the Company pays a cash dividend to record owners of shares of Stock (a Dividend Date), the number of shares subject to the Award shall increase by (i) the product of the total number of shares subject to the Award immediately prior to such Dividend Date multiplied by the dollar amount of the cash dividend paid per share of Stock by the Company on such Dividend Date, divided by (ii) the Fair Market Value of a share of Stock on such Dividend Date. Any such additional shares shall be subject to the same vesting conditions and payment terms as the shares to which they relate.
3. Performance Goals and Vesting.
(a) General. The Award shall vest pursuant to the terms of this Agreement and the Plan based on the achievement of the following performance goal, provided that that the Grantee remains in continuous employment with the Company through the applicable Vesting Date:
[PERFORMANCE GOALS]
Subject to the achievement of the performance goal set forth above, 50% of the Award shall vest on the second anniversary of the Grant Date and the remaining 50% of the Award shall vest on the third anniversary of the Grant Date (each date, a Vesting Date). Attainment of the performance goals shall be determined and certified by the Committee in writing within 60 days following the last day of the Performance Period.
(b) Termination of Service. Notwithstanding the foregoing provisions and except as otherwise provided for in Section 3(c) of this Agreement, if the Grantee incurs a Termination of Service for any reason before the applicable Vesting Date, any portion of the Award which is not vested at the time the Grantee incurs a Termination of Service shall be immediately forfeited.
( c) Change in Control. Notwithstanding anything in this Section 3 to the contrary, in the event that the Grantee incurs a Termination of Service within ninety (90) days immediately preceding or eighteen (18) months
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immediately following the occurrence of a Change in Control for any reason other than death, Disability, termination by the
Company for Cause or voluntary termination by the Grantee for other than Good Reason, the Company shall issue or transfer to the Grantee the number of shares of Stock subject to the Award as of the date of such Termination of Service or Change in Control (whichever is later), within seventy-five (75) days following the Grantees Termination of Service or Change in Control (whichever is later). For purposes of this Agreement, the terms Cause, Disability, and Good Reason shall have the meanings assigned to such terms in the Executive Change in Control Plan applicable to the Grantee on the Grant Date.
4. Settlement of Award. Subject to Section 10 and the Committees certification of the attainment of the performance goal, as soon as practicable after the applicable Vesting Date, the Company shall issue or transfer to the Grantee the number of shares of Stock subject to the Award that are vested (provided that such shares of Stock shall be issued no later than the March 15th immediately following the applicable Vesting Date). The Company may effect such issuance or transfer either by the delivery of one or more stock certificates to the Grantee or by making an appropriate entry on the books of the Company or the transfer agent of the Company.
5. Transfer Restrictions and Investment Representation.
(a) Nontransferability of Award. The Award may not be transferred by the Grantee other than by will or the laws of descent and distribution or pursuant to the designation of one or more beneficiaries on the form prescribed by the Company. Except to the extent permitted by the foregoing sentence, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.
(b) Investment Representation. The Grantee hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the Securities Act), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Grantee shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Grantee of any shares of Stock subject to the Award, the Grantee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.
6. Effect of Amendment of Plan. No discontinuation, modification, or amendment of the Plan may, without the written consent of the Grantee, adversely affect the rights of the Grantee under the Award, except as otherwise provided under the Plan. This Agreement may be amended as provided under the Plan, but except as provided thereunder shall not adversely affect Grantees rights hereunder without Grantees consent.
7. No Limitation on Rights of the Company. The grant of the Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications, or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of its business or assets.
8. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Stock subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action.
9. Agreement Not a Contract of Employment or Other Relationship. This Agreement is not a contract of employment, and the terms of employment of the Grantee or other relationship of the Grantee with the Company or any of its subsidiaries or affiliates shall not be affected in any way by this Agreement except as specifically provided herein. The execution of this Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation of employment or other
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relationship with the Company or any of its subsidiaries or affiliates, nor shall it interfere with the right of the Company or any of its subsidiaries or affiliates to discharge the Grantee and to treat him or her without regard to the effect which such treatment might have upon him or her as a Grantee.
10. Taxes.
(a) Withholding Taxes. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the vesting of the Award, the Grantee shall be required to pay such amount to the Company, or make arrangements satisfactory to the Committee regarding the payment of such amount, as provided in the Plan. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.
(b) Tax Consequences. The Grantee understands that the Grantee is solely responsible for all tax consequences to the Grantee in connection with this Award. The Grantee represents that the Grantee has consulted with any tax consultants the Grantee deems advisable in connection with the Award and that the Grantee is not relying on the Company for any tax advice.
11. Notices. Any communication or notice required or permitted to be given hereunder shall be in writing, and, if to the Company, to its principal place of business, attention: Secretary, and, if to the Grantee, to the address appearing on the records of the Company. Such communication or notice shall be delivered personally or sent by certified, registered, or express mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any such notice shall be deemed given when received by the intended recipient.
12. Governing Law. Except to the extent preempted by Federal law, this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware without regard to the principles thereof relating to the conflicts of laws.
13. Section 409A. This Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent. The Award is intended to be exempt from Section 409A of the Code to the maximum extent possible as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). Notwithstanding any other provision in this Agreement, if Grantee is a specified employee (as defined in Section 409A of the Code) as of the date of Grantees separation from service (within the meaning of Section 409A of the Code), then to the extent that any shares of Stock payable to the Grantee (i) constitutes the payment of nonqualified deferred compensation within the meaning of Section 409A of the Code, and (ii) are issuable or transferable to the Grantee upon the Grantees separation from service, then such shares of Stock shall not be issued or transferred to the Grantee (or the Grantees beneficiary) until the earlier to occur of (i) the first business day following the six-month anniversary of such separation from service and (ii) the date of the Grantees death.
14. Receipt of Plan. The Grantee acknowledges receipt of a copy of the Plan, and represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all the terms and provisions of this Agreement and of the Plan. The Award is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Award shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its interpretation and determination shall be conclusive and binding upon the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.
15. Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon the Grantee and his or her heirs, executors, administrators, successors and assigns.
16. Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantees interest except by means of a writing signed by the Company and the Grantee.
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17. Partial Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.
18. Other Terms and Conditions. The foregoing does not modify or amend any terms of the Plan. To the extent any provisions of the Agreement are inconsistent or in conflict with any terms or provisions of the Plan, the Plan shall govern.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of , 2012.
IPC THE HOSPITALIST COMPANY, INC. | ||
By: |
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Name: | Adam D. Singer, M.D. | |
Title: | Chief Executive Officer | |
GRANTEE | ||
By: |
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Name: |
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Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A)
OR RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Adam D. Singer, M.D., certify that:
1. | I have reviewed this quarterly report on Form 10-Q of IPC The Hospitalist Company, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: April 26, 2012
/s/ ADAM D. SINGER, M.D. |
Adam D. Singer, M.D. |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A)
OR RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
I, Rick Kline, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of IPC The Hospitalist Company, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: April 26, 2012
/s/ RICK KLINE |
Rick Kline |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of IPC The Hospitalist Company, Inc. (the Company) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ ADAM D. SINGER, M.D. |
Adam D. Singer, M.D. Chief Executive Officer |
Date: April 26, 2012
Exhibit 32.2
CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of IPC The Hospitalist Company, Inc. (the Company) on Form 10-Q for the period ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ RICK KLINE |
Rick Kline Chief Financial Officer |
Date: April 26, 2012
Fair Value Measurement (Reconciliation For Liabilities Measured At Fair Value On A Recurring Basis Using Significant Unobservable Inputs (Level 3)) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
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Mar. 31, 2012
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Fair Value Measurement [Abstract] | |
Beginning balance | $ 23,624 |
Addition through acquisition transactions | 7,349 |
Change in fair value realized | 84 |
Payments | (14,592) |
Ending balance | $ 16,465 |
Stock-Based Compensation (Schedule Of Fair Value Of Each Option Grant Is Estimated On The Date Of Grant Using The Black-Scholes Option-Pricing Model) (Details) (USD $)
|
3 Months Ended | |
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Mar. 31, 2012
Y
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Mar. 31, 2011
Y
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|
Stock-Based Compensation [Abstract] | ||
Risk-free interest rate | $ 1.21% | $ 2.32% |
Expected volatility | $ 39.86% | $ 39.50% |
Expected option life (in years) | 6.16 | 5.73 |
Expected dividend yield | 0.00% | 0.00% |
Operations And Significant Accounting Policies (Schedule Of Total Accrued Medical Malpractice Reserves And Related Insurance Receivables) (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2012
|
Dec. 31, 2011
|
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Operations And Significant Accounting Policies [Abstract] | ||
Insurance Receivable, Current Portion | $ 9,078 | $ 8,693 |
Insurance Receivable, Long-term Portion | 15,882 | 15,186 |
Insurance Receivable, Total | 24,960 | 23,879 |
Claims Reserve, Current Portion | 9,332 | 8,956 |
Claims Reserve, Long-term Portion | 15,882 | 15,186 |
Claims Reserve, Total | 25,214 | 24,142 |
IBNR Reserve, Current Portion | 519 | 427 |
IBNR Reserve, Long-term Portion | 18,447 | 17,617 |
IBNR Reserve, Total | 18,966 | 18,044 |
Total Liabilities, Current Portion | 9,851 | 9,383 |
Total Liabilities, Long-term Portion | 34,329 | 32,803 |
Total Liabilities | $ 44,180 | $ 42,186 |
Fair Value Measurement (Narrative) (Details)
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3 Months Ended |
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Mar. 31, 2012
|
|
Fair Value Measurement [Abstract] | |
Discount rate on significant inputs | 2.60% |
Probability of achieving estimated projected earnings | 100.00% |
Income Taxes
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2012
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Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Note 4. Income Taxes Following are the income tax provisions and effective tax rates for the three months ended March 31, 2012 and 2011 (dollars in thousands):
The difference in the effective tax rate for three months ended March 31, 2012 as compared to three months ended March 31, 2011 was due primarily to a decrease in our effective state tax rate. 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, 2012, we did not have any estimated interest and penalties related to uncertain tax positions. The tax years 2007 to 2010 remain open to examination by the major taxing jurisdictions to which we are subject. The statute of limitations for tax years 1997 to 2006 has expired, except that the tax years 1997 to 2002 are 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. A state examination has been initiated for one of our subsidiaries. The outcome of such examination cannot be predicted with certainty; however, we believe that the ultimate resolution will not have a material effect on our 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 taxes expense for an interim period. |