##### Table of Contents





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 June 30, 2009.

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)                          

Registrants 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   ̈    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   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x (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 August 3, 2009, there were 16,116,665 shares of the registrants common stock, $0.001 par value, outstanding.









---

##### Table of Contents

IPC The Hospitalist Company, Inc.

FORM 10-Q

QUARTERLY REPORT

TABLE OF CONTENTS



|              |  |                                                                                       |  |     
|------------- |  | ------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                       |  | Page
|              |  |                                                                                      
|              |  | PART I                                                                                |  |     
|              |  |                                                                                      
|Item 1        |  | Consolidated Financial Statements (unaudited)                                         |  |     
|              |  | Consolidated Balance Sheets  June 30, 2009 and December 31, 2008                     |  | 3   
|              |  | Consolidated Statements of Income  Three and six months ended June 30, 2009 and 2008 |  | 4   
|              |  | Consolidated Statements of Cash Flows  Six months ended June 30, 2009 and 2008       |  | 5   
|              |  | Notes to Consolidated Financial Statements                                            |  | 6   
|Item 2        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 14  
|Item 3        |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 20  
|Item 4        |  | Controls and Procedures                                                               |  | 20  
|              |  |                                                                                      
|              |  | PART II                                                                               |  |     
|              |  |                                                                                      
|Item 1        |  | Legal Proceedings                                                                     |  | 21  
|Item 4        |  | Submission of Matters to a Vote of Security Holders                                   |  | 21  
|Item 5        |  | Other Information                                                                     |  | 21  
|Item 6        |  | Exhibits                                                                              |  | 22  
|              | 
|Signatures    |  | 23                                                                                   
|Exhibit Index |  | 24                                                                                   

Note: Items 1A, 2 and 3 of Part II are omitted because they are not applicable.



2



---

##### Table of Contents

PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

IPC The Hospitalist Company, Inc.

Consolidated Balance Sheets

(dollars in thousands, except for share data)



|                                                                                                                                                                           |  |              |         |                  |   |        
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | ---------------- | - | -------
|                                                                                                                                                                           |  | June 30,2009 |         | December 31,2008
|                                                                                                                                                                           |  | (unaudited)  |         |                 
|Assets                                                                                                                                                                     |  |              |         |                  |   |        
|Current assets:                                                                                                                                                            |  |              |         |                  |   |        
|Cash and cash equivalents                                                                                                                                                  |  | $            | 37,783  |                  | $ | 37,394 
|Accounts receivable, net                                                                                                                                                   |  |              | 46,032  |                  |   | 44,474 
|Prepaid expenses and other current assets                                                                                                                                  |  |              | 5,706   |                  |   | 8,081  
|                                                                                                                                                                           |  |              |         |                  |   |        
|Total current assets                                                                                                                                                       |  |              | 89,521  |                  |   | 89,949 
|Furniture and equipment, net                                                                                                                                               |  |              | 2,434   |                  |   | 2,452  
|Goodwill                                                                                                                                                                   |  |              | 75,016  |                  |   | 63,893 
|Other intangible assets, net                                                                                                                                               |  |              | 2,620   |                  |   | 2,905  
|Deferred tax assets, net                                                                                                                                                   |  |              | 3,492   |                  |   | 3,492  
|                                                                                                                                                                           |  |              |         |                  |   |        
|Total assets                                                                                                                                                               |  | $            | 173,083 |                  | $ | 162,691
|                                                                                                                                                                           |  |              |         |                  |   |        
|Liabilities and Stockholders Equity                                                                                                                                       |  |              |         |                  |   |        
|Current liabilities:                                                                                                                                                       |  |              |         |                  |   |        
|Accounts payable and accrued liabilities                                                                                                                                   |  | $            | 4,521   |                  | $ | 4,664  
|Accrued compensation                                                                                                                                                       |  |              | 16,815  |                  |   | 11,232 
|Payables for practice acquisitions                                                                                                                                         |  |              | 5,819   |                  |   | 2,476  
|Medical malpractice and self-insurance reserves, current portion                                                                                                           |  |              | 884     |                  |   | 539    
|Deferred tax liabilities                                                                                                                                                   |  |              | 481     |                  |   | 481    
|Short-term debt and current portion of capital leases                                                                                                                      |  |              |        |                  |   | 3,471  
|                                                                                                                                                                           |  |              |         |                  |   |        
|Total current liabilities                                                                                                                                                  |  |              | 28,520  |                  |   | 22,863 
|Long-term debt and capital leases, less current portion                                                                                                                    |  |              |        |                  |   | 5,368  
|Medical malpractice and self-insurance reserves, less current portion                                                                                                      |  |              | 11,192  |                  |   | 11,220 
|Other long-term liabilities                                                                                                                                                |  |              | 293     |                  |   | 293    
|                                                                                                                                                                           |  |              |         |                  |   |        
|Total liabilities                                                                                                                                                          |  |              | 40,005  |                  |   | 39,744 
|Stockholders equity:                                                                                                                                                      |  |              |         |                  |   |        
|Preferred stock, $0.001 par value, 15,000,000 shares authorized, none issued                                                                                               |  |              |        |                  |   |       
|Common stock, $0.001 par value, 50,000,000 shares authorized, 16,113,941 and 16,068,835 shares issued and outstanding at June 30, 2009
and December 31, 2008, respectively |  |              | 16      |                  |   | 16     
|Additional paid-in capital                                                                                                                                                 |  |              | 123,513 |                  |   | 122,024
|Retained earnings                                                                                                                                                          |  |              | 9,549   |                  |   | 907    
|                                                                                                                                                                           |  |              |         |                  |   |        
|Total stockholders equity                                                                                                                                                 |  |              | 133,078 |                  |   | 122,947
|                                                                                                                                                                           |  |              |         |                  |   |        
|Total liabilities and stockholders equity                                                                                                                                 |  | $            | 173,083 |                  | $ | 162,691
|                                                                                                                                                                           |  |              |         |                  |   |        

The accompanying notes are an integral part of these consolidated financial statements.



3



---

##### Table of Contents

IPC The Hospitalist Company, Inc.

Consolidated Statements of Income

(dollars in thousands, except for per share data)

(unaudited)



|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|-------------------------------------------------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                     |  | Three Months EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                                                     |  | 2009                       |        |   | 2008                     |   |        | 2009 |  |   | 2008    |  
|Net revenue                                                          |  | $                          | 74,783 |   |                          | $ | 59,154 |      |  | $ | 150,840 |   |  | $ | 119,713 |  
|Operating expenses:                                                  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Cost of servicesphysician practice salaries, benefits and other     |  |                            | 54,487 |   |                          |   | 43,237 |      |  |   | 109,948 |   |  |   | 87,180  |  
|General and administrative                                           |  |                            | 12,702 |   |                          |   | 10,627 |      |  |   | 25,143  |   |  |   | 21,359  |  
|Depreciation and amortization                                        |  |                            | 575    |   |                          |   | 487    |      |  |   | 1,163   |   |  |   | 944     |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Total operating expenses                                             |  |                            | 67,764 |   |                          |   | 54,351 |      |  |   | 136,254 |   |  |   | 109,483 |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Income from operations                                               |  |                            | 7,019  |   |                          |   | 4,803  |      |  |   | 14,586  |   |  |   | 10,230  |  
|Investment income                                                    |  |                            | 24     |   |                          |   | 144    |      |  |   | 65      |   |  |   | 308     |  
|Interest expense                                                     |  |                            | (169   | ) |                          |   | (194   | )    |  |   | (248    | ) |  |   | (579    | )
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Income before income taxes                                           |  |                            | 6,874  |   |                          |   | 4,753  |      |  |   | 14,403  |   |  |   | 9,959   |  
|Income tax provision                                                 |  |                            | 2,749  |   |                          |   | 1,997  |      |  |   | 5,761   |   |  |   | 4,183   |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Net income                                                           |  |                            | 4,125  |   |                          |   | 2,756  |      |  |   | 8,642   |   |  |   | 5,776   |  
|Income allocable to preferred stockholders                           |  |                            |       |   |                          |   |       |      |  |   |        |   |  |   | (696    | )
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Net income attributable to common stockholders                       |  | $                          | 4,125  |   |                          | $ | 2,756  |      |  | $ | 8,642   |   |  | $ | 5,080   |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Per share data:                                                      |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Net income per share attributable to common stockholdershistorical: |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                |  | $                          | 0.26   |   |                          | $ | 0.19   |      |  | $ | 0.54    |   |  | $ | 0.39    |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                              |  | $                          | 0.25   |   |                          | $ | 0.18   |      |  | $ | 0.53    |   |  | $ | 0.38    |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Net income per share attributable to common stockholderspro forma:  |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                |  |                            | N/A    |   |                          |   | N/A    |      |  |   | N/A     |   |  | $ | 0.40    |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                              |  |                            | N/A    |   |                          |   | N/A    |      |  |   | N/A     |   |  | $ | 0.39    |  
|                                                                     |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



4



---

##### Table of Contents

IPC The Hospitalist Company, Inc.

Consolidated Statements of Cash Flows

(dollars in thousands)

(unaudited)



|                                                                                  |  |                           |        |   |      |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------------- | ------ | - | ---- | - | ------- | -
|                                                                                  |  | Six Months Ended June 30, |       
|                                                                                  |  | 2009                      |        |   | 2008 |  
|Operating activities                                                              |  |                           |        |   |      |   |         |  
|Net income                                                                        |  | $                         | 8,642  |   |      | $ | 5,776   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                           |        |   |      |   |         |  
|Depreciation and amortization                                                     |  |                           | 1,163  |   |      |   | 944     |  
|Stock-based compensation expense                                                  |  |                           | 954    |   |      |   | 334     |  
|Changes in assets and liabilities:                                                |  |                           |        |   |      |   |         |  
|Accounts receivable                                                               |  |                           | (1,558 | ) |      |   | (702    | )
|Prepaid expenses and other current assets                                         |  |                           | 2,375  |   |      |   | 5,645   |  
|Accounts payable and accrued liabilities                                          |  |                           | (143   | ) |      |   | (1,277  | )
|Accrued compensation                                                              |  |                           | 5,583  |   |      |   | 4,739   |  
|Medical malpractice and self-insurance reserves                                   |  |                           | 317    |   |      |   | 1,378   |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Net cash provided by operating activities                                         |  |                           | 17,333 |   |      |   | 16,837  |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Investing activities                                                              |  |                           |        |   |      |   |         |  
|Acquisitions of physician practices                                               |  |                           | (7,930 | ) |      |   | (6,261  | )
|Purchase of furniture and equipment                                               |  |                           | (710   | ) |      |   | (968    | )
|                                                                                  |  |                           |        |   |      |   |         |  
|Net cash used in investing activities                                             |  |                           | (8,640 | ) |      |   | (7,229  | )
|                                                                                  |  |                           |        |   |      |   |         |  
|Financing activities                                                              |  |                           |        |   |      |   |         |  
|Repayments of long-term debt and capital leases, net                              |  |                           | (8,839 | ) |      |   | (16,345 | )
|Net proceeds from issuance of common stock                                        |  |                           | 395    |   |      |   | 45,879  |  
|Excess tax benefits from stock-based compensation                                 |  |                           | 140    |   |      |   | 186     |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Net cash (used in) provided by financing activities                               |  |                           | (8,304 | ) |      |   | 29,720  |  
|                                                                                  |  |                           |        |   |      |   |         |  
|                                                                                  |  |                          
|Net increase in cash and cash equivalents                                         |  |                           | 389    |   |      |   | 39,328  |  
|Cash and cash equivalents, beginning of period                                    |  |                           | 37,394 |   |      |   | 6,976   |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Cash and cash equivalents, end of period                                          |  | $                         | 37,783 |   |      | $ | 46,304  |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Supplemental disclosure of cash flow information                                  |  |                           |        |   |      |   |         |  
|Cash paid for:                                                                    |  |                           |        |   |      |   |         |  
|Interest                                                                          |  | $                         | 241    |   |      | $ | 588     |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Income taxes                                                                      |  | $                         | 5,743  |   |      | $ | 2,651   |  
|                                                                                  |  |                           |        |   |      |   |         |  
|Acquisitions of physician practices consisted of the following:                   |  |                           |        |   |      |   |         |  
|Acquired assets                                                                   |  | $                         | 11,273 |   |      | $ | 6,754   |  
|Accrued consideration                                                             |  | $                         | (3,343 | ) |      | $ | (493    | )
|                                                                                  |  |                           |        |   |      |   |         |  
|Net cash paid for acquisitions                                                    |  | $                         | 7,930  |   |      | $ | 6,261   |  
|                                                                                  |  |                           |        |   |      |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



5



---

##### Table of Contents

IPC The Hospitalist Company, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

June 30, 2009

Note 1. Operations and Significant Accounting Policies

Business

IPC The Hospitalist Company, Inc. and its subsidiaries (the Company, IPC, we, us, and our) is
a national physician group practice company that operates and manages full-time hospitalist practices. Hospitalists are acute-care physician specialists, who focus on a patients hospital care from time of admission to discharge and have no
outpatient responsibilities. Hospitalists practice exclusively in hospitals or other inpatient facilities, including acute, sub-acute and long-term care settings. The physicians are primarily full-time employees of our subsidiaries or consolidated
professional medical corporations, although part-time and temporary physicians are also employed or contracted on an as-needed basis.

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 accounting principles generally accepted in the United States of America 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, 2008, 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, 2008 filed with the SEC on March 2, 2009.

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 (the Professional Medical Corporations). 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 affiliated professional organizations, 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, and that we are the primary beneficiary as defined in Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, an Interpretation of ARB
No. 51 (FIN 46(R)), and 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.

Use of Estimates

The
preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires us to make estimates and assumptions that affect the 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, estimated liabilities for claims incurred but not reported (IBNR) related to our medical malpractice
coverage, and the fair value of contingent consideration related to business combinations.

The process of estimating the ultimate amount
of revenue to be collected, the IBNR liabilities and the fair value of contingent consideration 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, 2009.



6



---

##### Table of Contents

Fair Value of Financial Instruments

Statement of Financial Accounting Standards (SFAS) No 107, Disclosures about Fair Value of Financial Instruments,as amended by FASB Staff Position (FSP) No. 107-1 requires disclosure of fair value
information about financial instruments for which it is practical to estimate that value. Our consolidated balance sheets as of June 30, 2009 included the following financial instruments: cash and cash equivalents, accounts receivable and
accounts payable and accrued liabilities. We consider the carrying amounts of current assets and liabilities to approximate their fair value because of the relatively short period of time between the origination of these instruments and their
expected realization.

Accounts Receivable and Concentration of Credit Risk

Accounts receivable are stated at the amounts expected to be collected, net of reserves for amounts estimated by us to be uncollectible of $3,444,000 and
$3,323,000 at June 30, 2009 and December 31, 2008, respectively. Except with respect to the Medicare and Medicaid programs, concentration of credit risk, which consists primarily of accounts receivable, is limited due to the large number
of payors comprising our diverse payor mix and patient base. During the six months ended June 30, 2009 and 2008, approximately 49.4% and 53.0%, respectively, of our patient volume was from Medicare and Medicaid programs. Receivables from these
programs made up approximately 31.0% and 35.2% of the net accounts receivable at June 30, 2009 and December 31, 2008, respectively.

Note 2.
Recently Adopted and New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

On January 1, 2009, we adopted SFAS No. 141(R), Business Combinations(SFAS 141(R)), which replaces SFAS No. 141. SFAS 141(R)
introduces significant changes in the accounting for and reporting of business acquisitions. SFAS 141(R) changes how business acquisitions are accounted for and impacts financial statements at the acquisition date and in subsequent periods. Pursuant
to SFAS 141(R), an acquiring entity is required to recognize all of the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions, and all transaction related costs are expensed. Subsequent
changes, if any, to the acquisition-date fair value that are the result of facts and circumstances that did not exist as of the acquisition date are recognized as part of on-going operations. In addition, SFAS 141(R) has an impact on the goodwill
impairment test associated with acquisitions. The provisions of SFAS 141(R) are effective for business combinations for which the acquisition date is on or after January 1, 2009. The impact that the adoption of SFAS 141(R) has on our
consolidated financial statements depends on the nature, terms and size of our business combinations that occur after the effective date.

We adopted SFAS No. 157, Fair Value Measures (SFAS 157) for financial assets and liabilities on January 1, 2008. In February 2008, the FASB deferred the effective date of SFAS 157 for certain nonfinancial assets and
nonfinancial liabilities to our fiscal 2009. SFAS 157 defines fair value and provides a framework for measuring fair value. It also requires expanded disclosure requirements which include the methods and assumptions used to measure fair value and
the effect of fair value measures on earnings. SFAS 157 applies to other accounting pronouncements that require or permit fair value measurements. The adoption of SFAS 157 on January 1, 2009 for nonfinancial assets and liabilities did not have
a material impact on our financial position, results of operations or cash flows.

On April 1, 2009, we adopted FSP
No. 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.This FSP provides additional guidance for estimating fair
value in accordance with SFAS 157 when the volume and level of activity for an asset or liability have significantly decreased. The adoption of this FSP did not have a material impact on our financial position, results of operations or cash
flows.

On April 1, 2009, we adopted FSP No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments.This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments and Accounting Principles Board Opinion No. 28, Interim Financial Reporting, to require disclosures about the fair
value of financial instruments for interim reporting periods. The adoption of this FSP did not have a material impact on our financial position, results of operations or cash flows.

On April 1, 2009, we adopted SFAS No. 165, Subsequent Events(SFAS 165). SFAS 165 requires that a public company evaluate subsequent
events through the date when it issues its financial statements and disclose the date and any material nonrecognized subsequent events. The adoption of SAFS 165 did not have a material impact on our financial position, results of operations or cash
flows.

New Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 167, Amendment to FASB Interpretation No. 46(R)(SFAS 167). SFAS 167 amends FIN 46(R), and changes the consolidation guidance applicable to a Variable Interest Entity (VIE). SFAS 167
requires the use of a qualitative analysis rather than a quantitative analysis to determine whether an enterprise is the primary beneficiary of a VIE, and is, therefore, required to consolidate the VIE. SFAS 167 also requires continuous
reassessments of whether an enterprise is the primary beneficiary of a VIE, while FIN 46(R) only requires reconsideration of the primary beneficiary of a VIE when specific events occur.



This new pronouncement also requires enhanced disclosures about an enterprises involvement
with a VIE. SFAS 167 will be effective for interim and annual reporting periods beginning after November 15, 2009. The adoption of SFAS 167 will not have a material impact on our financial position, results of operations or cash flows.



7



---

##### Table of Contents

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS 168 will establish the single source of authoritative GAAP for all nongovernmental entities, superseding existing FASB, American Institute of Certified Public Accountants,
Emerging Issues Task Force (EITF), and related accounting literature. SFAS 168 reorganizes all GAAP pronouncements into approximately 90 accounting topics and displays them using a consistent structure. It also includes relevant SEC guidance
organized using the same topical structure in separate sections. SFAS 168 will be effective for interim and annual reporting periods ending after September 15, 2009. The adoption of SFAS 168 will not have an impact on our financial position,
results of operations or cash flows.

Note 3. Acquisitions

Effective January 1, 2009 we adopted SFAS 141(R) and recognized all of the assets acquired and liabilities assumed in transactions closed subsequent to such adoption date at the acquisition-date fair value and
expensed all transaction related costs.

During the six months ended June 30, 2009, in connection with the acquisition of assets of
three hospitalist physician practices, we recorded goodwill and other identifiable intangible assets consisting of physician and hospital agreements. The results of operations of these acquisitions are included in the consolidated financial
statements from the respective dates of acquisition. In addition to the initial consideration paid at the close of each transaction, the asset purchase agreements for two of the completed acquisitions provide for future consideration to be paid,
which is generally based upon the achievement of certain operating results of the acquired practices as of certain measurement dates. These additional payments are not contingent upon the future employment of the sellers. Pursuant to SFAS 141(R),
the estimated fair value of additional future consideration related to transactions that occurred in 2009 is recognized at the acquisition-date, while additional consideration amounts related to transactions that occurred prior to 2009 are recorded
on their respective measurement dates as additional goodwill. Subsequent changes, if any, to the acquisition-date fair value of transactions that occur on or after January 1, 2009 will be recognized as part of on-going operations.

The following table summarizes the total amounts recorded during the six months ended June 30, 2009, related to the acquisition of hospitalist
practices (dollars in thousands):



|                                                                          |  |          |        |   |                  |   |       |  |   |        |  
|------------------------------------------------------------------------- |  | -------- | ------ | - | ---------------- | - | ----- |  | - | ------ | -
|                                                                          |  | Goodwill |        |   | IntangibleAssets |   | Total | 
|Initial consideration                                                     |  | $        | 4,548  |   |                  | $ | 150   |  | $ | 4,698  |  
|Additional accrued consideration  2009 transactions                      |  |          | 5,120  |   |                  |   |      |  |   | 5,120  |  
|                                                                          |  |          |        |   |                  |   |       |  |   |        |  
|Sub-total  2009 transactions                                             |  |          | 9,668  |   |                  |   | 150   |  |   | 9,818  |  
|Additional accrued and/or paid consideration  2007 and 2008 transactions |  |          | 1,455  |   |                  |   |      |  |   | 1,455  |  
|                                                                          |  |          |        |   |                  |   |       |  |   |        |  
|Total acquired assets                                                     |  |          | 11,123 |   |                  |   | 150   |  |   | 11,273 |  
|Less net change in payables for practice acquisitions                     |  |          | (3,343 | ) |                  |   |      |  |   | (3,343 | )
|                                                                          |  |          |        |   |                  |   |       |  |   |        |  
|Net cash paid for acquisitions                                            |  | $        | 7,780  |   |                  | $ | 150   |  | $ | 7,930  |  
|                                                                          |  |          |        |   |                  |   |       |  |   |        |  

Note 4. Medical Malpractice Liability Insurance

We maintain medical malpractice insurance coverage that indemnifies us and our employed health care professionals on a claims-made basis. Claims-made
coverage covers only those claims reported during the policy period. The current policy period is effective through December 31, 2009. Unlike our claims-made policy in effect in 2008 that contained a self-insurance retention, the 2009
claims-made policy provides first dollar coverage on new claims reported in 2009. 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 2009 policy at acceptable costs and on favorable terms upon expiration.

We record reserves for self-insurance retention
related to the policy plan year of 2008 and prior years and an estimate of our liabilities, on an undiscounted basis, for claims incurred but not reported based upon actuarial loss projections using our historical loss experience. At June 30,
2009 and December 31, 2008, the balances of our reserves for future claims and liabilities were $12,076,000 and $11,759,000, respectively.

Note 5.
Debt

Our amended and restated loan agreement (Credit Facility), as further amended through October 2007, provides a revolving line of
credit of $30,000,000, with a sublimit of $5,000,000 for the issuance of letters of credit, and a term loan in an original amount of $10,000,000. The Credit Facility has a maturity date of September 15, 2011. The Credit Facility is used for
working capital, practice acquisitions and capital expenditures. The outstanding principal balance under the term loan portion of the Credit Facility was zero and $7,800,000 as of June 30, 2009 and December 31, 2008, respectively. In June
2009, we paid off all outstanding debt under the term loan and our equipment financing loans. At June 30, 2009, we had a letter of credit of $100,000 outstanding and $29,900,000 available under the revolving line of credit.



8



---

##### Table of Contents

The revolving line 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. Borrowings under the Credit Facility bear interest at a rate, based on either LIBOR plus 1.5% to 2.0%, or the lenders prime rate, as selected by us for
each advance. 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 secured by all of our current and future personal and
intellectual property assets, except those held subject to purchase money loans and capital leases. 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 June 30, 2009, we were in compliance with such financial covenants and restrictions.

Note 6. Income Taxes

We recorded a provision for income taxes of $2,749,000 and $1,997,000 for the three months ended June 30, 2009 and 2008, and $5,761,000 and
$4,183,000 for the six months ended June 30, 2009 and 2008, respectively. Our effective tax rate was 40.0% and 42.0% for the three and six months ended June 30, 2009 and 2008, respectively. The decrease in the effective tax rate in 2009
reflects a new enterprise zone tax credit recorded commencing in the fourth quarter of 2008. The effective tax rates differ from the statutory U.S. federal income tax rate of 35.0% due primarily to state income taxes.

We regularly review our deferred tax assets for recoverability and the need for a valuation allowance. We analyze both negative and positive evidence,
and the strength of such evidence. This analysis includes assessment of forecasted and historic financial performance and taxable income. As of June 30, 2009, we have recorded a valuation allowance of $329,000 against certain deferred tax
assets of entities not consolidated for income tax purposes. The valuation allowance will continue to be evaluated over future quarters.

Our accounting policy is to include interest and penalties related to income tax liabilities in income tax expense. As of June 30, 2009, we had accrued a total of $93,000 for estimated interest and penalties related to uncertain
tax positions.

The tax years 2004 to 2008 remain open to examination by the major taxing jurisdictions to which we are subject. The
statute for tax years 1997 to 2003 is closed, 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.
We are not aware of any notices of examination by any taxing authorities.

In accordance with FASB Interpretation No. 18,
Accounting for Income Taxes in Interim Periods, 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 provide for income taxes for an interim period.

Note 7. Stock-Based Compensation

At June 30,
2009, we had three stock-based employee compensation plans: the 1997 Equity Participation Plan (1997 Plan), the 2002 Equity Participation Plan (2002 Plan) and the 2007 Equity Participation Plan (2007 Plan). We reserved 1,054,688 common shares for
issuance pursuant to the 1997 Plan, 531,250 common shares for issuance pursuant to the 2002 Plan, and 1,007,673 common shares for issuance pursuant to the 2007 Plan. For each calendar year until 2013, the number of shares authorized for issuance
under the 2007 plan will increase in an amount equal to 2.5% of the total number of shares of our common stock outstanding. The number of shares available for issuance under the 2007 Plan will also be increased by any shares granted pursuant to the
2002 or 1997 equity participation plans that are subsequently forfeited by the participants. As of June 30, 2009, 144,732 shares of our common stock were available for issuance under the 2007 Plan.

The options under the three plans generally vest over a four-year period from the date of the grant, and unrestricted options terminate on the 10th
anniversary of the agreement date. We account for stock-based compensation in accordance with SFAS No. 123(R), Share-Based Payment(SFAS 123(R)).

All options granted during the six months ended June 30, 2009 were issued with exercise prices equal to the closing price of our common stock on the NASDAQ Global Market on the dates of the grant.

Stock-based compensation expense was $506,000 and $227,000 for the three months ended June 30, 2009 and 2008, and $954,000 and $334,000 for the six
months ended June 30, 2009 and 2008, respectively. Stock-based compensation expense is included in general and administrative expenses. As of June 30, 2009, there was $4,351,000 of total unrecognized compensation cost related to non-vested
share-based compensation arrangements granted under the plans, which is expected to be recognized over a weighted-average period of 3.06 years.



9



---

##### Table of Contents

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 EndedJune 30, |   |  | Six Months EndedJune 30, |  
|                                |  | 2009                       |   |  | 2008                     |   |  | 2009  |   |  | 2008  |  
|Risk-free interest rate         |  | 2.23                       | % |  | 3.51                     | % |  | 2.18  | % |  | 2.13  | %
|Expected volatility             |  | 40.00                      | % |  | 37.00                    | % |  | 40.00 | % |  | 37.00 | %
|Expected option life (in years) |  | 6.03                       |   |  | 6.25                     |   |  | 5.96  |   |  | 6.25  |  
|Expected dividend yield         |  | 0.00                       | % |  | 0.00                     | % |  | 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 primarily based on historical volatility levels of our public company peer group. The expected option life of each award granted was calculated using the simplified method
in accordance with SEC Staff Accounting Bulletin (SAB) No. 107, as amended by SAB No. 110.

The following table summarizes the
combined activity in the 1997 Plan, the 2002 Plan and the 2007 Plan, during the six months ended June 30, 2009 (dollars in thousands, except for per share data).



|                                            |  |           |   |  |                               |       |                                                     |      |                         |   |                          |  |   |     
|------------------------------------------- |  | --------- | - |  | ----------------------------- | ----- | --------------------------------------------------- | ---- | ----------------------- | - | ------------------------ |  | - | ----
|                                            |  | Shares    |   |  | Weighted-AverageExercisePrice |       | Weighted-AverageRemainingContractual Term(in years) |      | AggregateIntrinsicValue |   | WeightedAverageFairValue
|Options outstanding as of December 31, 2008 |  | 678,432   |   |  | $                             | 10.71 |                                                     |      |                         |   |                          |  | $ | 4.64
|Changes during period:                      |  |           |   |  |                               |       |                                                     |      |                         |   |                          |  |   |     
|Granted                                     |  | 449,960   |   |  |                               | 15.78 |                                                     |      |                         |   |                          |  |   | 6.89
|Exercised                                   |  | (26,924   | ) |  |                               | 5.03  |                                                     |      |                         |   |                          |  |   | 2.15
|Forfeited                                   |  | (3,842    | ) |  |                               | 2.84  |                                                     |      |                         |   |                          |  |   | 4.00
|                                            |  |           |   |  |                               |       |                                                     |      |                         |   |                          |  |   |     
|Options outstanding as of June 30, 2009     |  | 1,097,626 |   |  | $                             | 12.96 |                                                     | 8.56 |                         | $ | 15,075                   |  | $ | 5.62
|                                            |  |           |   |  |                               |       |                                                     |      |                         |   |                          |  |   |     
|Options exercisable as of June 30, 2009     |  | 344,830   |   |  | $                             | 9.00  |                                                     | 7.41 |                         | $ | 6,101                    |  | $ | 3.74
|                                            |  |           |   |  |                               |       |                                                     |      |                         |   |                          |  |   |     

Note 8. Preferred Stock

Upon consummation of our initial public offering (IPO) in January 2008, all preferred stock shares converted to 9,025,195 shares of common stock and warrants held by our preferred stockholders automatically converted
into 609,197 shares of our common stock in a cashless exercise using the treasury stock method. Warrants held by a certain lender also converted at the completion of our IPO into 32,143 shares of common stock in a cashless exchange using the
treasury method. All remaining warrants were exercised as of October 2008.

Note 9. Earnings Per Share

We follow EITF Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement 128 (EITF 03-6), which establishes
standards regarding the computation of earnings per share by companies that have issued securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the company. EITF 03-6 requires earnings
attributable to common stockholders for the period, after deduction of preferred stock dividends, to be allocated between the common and preferred shareholders based on their respective rights to receive dividends. Basic net income per share is then
calculated by dividing income attributable to common stockholders (including the reduction for any undeclared, preferred stock dividends assuming current income for the period had been distributed) by the weighted-average number of common shares
outstanding, net of shares subject to repurchase by us, during the period. EITF 03-6 does not require the presentation of basic and diluted net income per share for securities other than common stock; therefore, the following net income per share
amounts only pertain to our common stock. We calculate diluted net income per share under the if-converted method unless the conversion of the preferred stock is anti-dilutive to basic net income per share. To the extent preferred stock is
anti-dilutive, we calculate diluted net income per share under the two-class method.



10



---

##### Table of Contents

The calculations of basic and diluted net income per share for the three and six months ended
June 30, 2009 and 2008 are as follows (dollars in thousands, except for per share data):



|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | ------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                                                                                                          |  | Three Months EndedJune 30, |            | Six Months EndedJune 30,
|                                                                                                                          |  | 2009                       |            | 2008                     |   | 2009       |  | 2008
|Basic:                                                                                                                    |  |                            |            |                          |   |            |  |      |            |  |   |           
|Net income attributable to common stockholders                                                                            |  | $                          | 4,125      |                          | $ | 2,756      |  | $    | 8,642      |  | $ | 5,080     
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average number of common shares outstanding                                                                      |  |                            | 16,101,969 |                          |   | 14,873,501 |  |      | 16,095,698 |  |   | 13,154,045
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|Basic net income per share attributable to common stockholders                                                            |  | $                          | 0.26       |                          | $ | 0.19       |  | $    | 0.54       |  | $ | 0.39      
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|Diluted:                                                                                                                  |  |                            |            |                          |   |            |  |      |            |  |   |           
|Net income attributable to common stockholders                                                                            |  | $                          | 4,125      |                          | $ | 2,756      |  | $    | 8,642      |  | $ | 5,080     
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average number of common shares outstanding                                                                      |  |                            | 16,101,969 |                          |   | 14,873,501 |  |      | 16,095,698 |  |   | 13,154,045
|Weighted average number of dilutive common equivalents from options to purchase common stock and preferred stock warrants |  |                            | 195,945    |                          |   | 214,294    |  |      | 181,622    |  |   | 317,253   
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|Weighted average number of common and common equivalents                                                                  |  |                            | 16,297,914 |                          |   | 15,087,795 |  |      | 16,277,320 |  |   | 13,471,298
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           
|Diluted net income per share attributable to common stockholders                                                          |  | $                          | 0.25       |                          | $ | 0.18       |  | $    | 0.53       |  | $ | 0.38      
|                                                                                                                          |  |                            |            |                          |   |            |  |      |            |  |   |           

Outstanding stock options with an exercise price above market are excluded from our diluted
computation as their effect would be anti-dilutive. At June 30, 2009 there were approximately 666,364 outstanding stock options with an exercise price above the average market price for the six months ended June 30, 2009.

The following pro forma of basic and diluted earnings per share assumes the conversion of preferred shares to common stock as well as a cashless exchange
of warrants at the beginning of the period using the treasury stock method for the six months ended June 30, 2008 (dollars in thousands, except per share data):



|                                                                               |  |                               |            
|------------------------------------------------------------------------------ |  | ----------------------------- | -----------
|                                                                               |  | Six Months EndedJune 30, 2008
|Basic:                                                                         |  |                               |            
|Net income attributable to common stockholdershistorical                      |  | $                             | 5,080      
|Income allocable to preferred stockholders                                     |  |                               | 696        
|                                                                               |  |                               |            
|Net income attributable to common stockholderspro forma                       |  | $                             | 5,776      
|                                                                               |  |                               |            
|Weighted average number of common shares outstandinghistorical                |  |                               | 13,154,045 
|Add number of preferred shares converted to common shares and related warrants |  |                               | 1,281,139  
|                                                                               |  |                               |            
|Common shares outstandingpro forma                                            |  |                               | 14,435,184 
|                                                                               |  |                               |            
|Basic net income per share attributable to common stockholderspro forma       |  | $                             | 0.40       
|                                                                               |  |                               |            
|Diluted:                                                                       |  |                               |            
|Net income attributable to common stockholdershistorical                      |  | $                             | 5,080      
|Income allocable to preferred stockholders                                     |  |                               | 696        
|                                                                               |  |                               |            
|Net income attributable to common stockholderspro forma                       |  |                               | 5,776      
|                                                                               |  |                               |            
|Weighted average number of common shares outstandinghistorical                |  |                               | 113,154,045
|Add number of preferred shares converted to common shares and related warrants |  |                               | 1,281,139  
|Add weighted average number of dilutive common equivalent shares               |  |                               | 226,250    
|                                                                               |  |                               |            
|Common shares outstandingpro forma                                            |  |                               | 14,661,434 
|                                                                               |  |                               |            
|Diluted net income per share attributable to common stockholderspro forma     |  | $                             | 0.39       
|                                                                               |  |                               |            



11



---

##### Table of Contents

Note 10. 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 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, or 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.

Note 11. Fair Value Measurement

SFAS 157 defines fair value and provides a framework for measuring
fair value. SFAS 157 defines fair value 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). SFAS 157 establishes a fair
value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entitys own assumptions about market participant
assumptions (Level 3). This hierarchy is used to measure fair value as follows:



| |  |  | Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities.
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Level 2 inputs include quoted prices for similar assets and liabilities in active markets; quoted prices in markets that are not active; and other inputs that are
observable or can be corroborated by observable market data for the asset or liability.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 3 inputs are unobservable inputs for the asset or liability that are supported by little or no market activity.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

The following table presents our liabilities measured at fair value on a recurring basis as of June 30, 2009 (dollars in thousands).



|                                  |  |                                                                  |   |                                             |   |                                         |  |               |       |  |   |      
|--------------------------------- |  | ---------------------------------------------------------------- | - | ------------------------------------------- | - | --------------------------------------- |  | ------------- | ----- |  | - | -----
|                                  |  | Fair Value Measurement at June 30, 2009                         
|                                  |  | Quoted Prices In ActiveMarkets for IdenticalInstruments(Level 1) |   | Significant OtherObservable Inputs(Level 2) |   | Significant UnobservableInputs(Level 3) |  | Total Balance
|Payable for practice acquisitions |  | $                                                                |  |                                             | $ |                                        |  | $             | 5,120 |  | $ | 5,120
|                                  |  |                                                                  |   |                                             |   |                                         |  |               |       |  |   |      

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 and six months ended June 30, 2009 (dollars in thousands).



|                                                 |  |                                 |       |                                 |   |      
|------------------------------------------------ |  | ------------------------------- | ----- | ------------------------------- | - | -----
|                                                 |  | Three Months EndedJune 30, 2009 |       | Six Months EndedJune 30, 2009  
|                                                 |  | Payable for PracticeAcquisition |       | Payable for PracticeAcquisition
|Beginning balance                                |  | $                               | 3,950 |                                 | $ |     
|Addition through acquisition  2009 transactions |  |                                 | 1,170 |                                 |   | 5,120
|                                                 |  |                                 |       |                                 |   |      
|Ending balance                                   |  | $                               | 5,120 |                                 | $ | 5,120
|                                                 |  |                                 |       |                                 |   |      

Pursuant to SFAS 141(R), the fair value of our payable for practice acquisitions that occurred on
or after January 1, 2009 is determined using widely accepted valuation techniques, which include the estimation of future consideration to be paid based on projected earnings of the acquired practices as of certain measurement dates. The
earnings projections and the related fair value of our payable for practice acquisitions are reassessed on a quarterly basis.



12



---

##### Table of Contents

We measure certain assets including goodwill and other intangible assets at fair value on a nonrecurring
basis. Those assets are written down to fair value when they are deemed to be other-than-temporarily impaired. During the three and six months ended June 30, 2009 and 2008, we did not recognize any other-than-temporary impairments on such
assets.

Note 12. Subsequent Events

Pursuant to SFAS 165 requirements, we evaluated our subsequent events through August 6, 2009, the date of issuance of our consolidated financial statements. During the subsequent period, we completed the acquisition of the assets of
two hospitalist physician practices.



13



---

##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following managements 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 Managements 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, 2008 filed with the Securities and Exchange Commission ( SEC) on March 2, 2009.

In this Quarterly Report, unless otherwise expressly stated or the context otherwise requires, IPC, we, us and
our refer to IPC The Hospitalist Company, Inc., a Delaware corporation, and its wholly-owned subsidiaries, together with IPCs consolidated affiliated professional corporations and limited liability companies (affiliated
professional organizations). Our affiliated professional organizations are separate legal entities that provide physician services in certain states and with which we have management agreements. For financial reporting purposes we consolidate
the revenues and expenses of all our practice groups that we own or manage because we have a controlling financial interest in these practices based on applicable accounting rules and as described in our accompanying financial statements. 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
affiliated professional organizations. References to practices or practice groups refer to our affiliated professional organizations and the wholly-owned subsidiaries of IPC that provide medical services, unless otherwise
expressly stated or the context otherwise requires.

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 managements 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 Companys 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 hospitals, and is focused on providing, managing and coordinating the care of hospitalized patients. 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 six months ended June 30, 2009, we acquired the assets of three hospitalist physician practices for a total estimated purchase price of $9,818,000. In connection with these acquisitions, we recorded
goodwill of $9,668,000 and other identifiable intangible assets of $150,000 consisting of physician, payor and hospital agreements. We also recorded $1,455,000 of additional goodwill related to contingent consideration pertaining to acquisitions
that occurred prior to 2009.

Subsequent to June 30, 2009, we completed the acquisition of the assets of two hospitalist physician
practices.

Rate Changes by Government Sponsored Programs

The Medicare program reimburses for our services based upon the rates in its 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. Effective January 1, 2009, the Medicare update resulted in an estimated overall 4.6% weighted
average increase in Medicare reimbursement rates for the codes applicable to the services performed by our hospitalists and an estimated overall 2.6% increase in our net patient revenue per encounter.



14



---

##### Table of Contents

The Medicare law requires the Centers for Medicare and Medicaid Services (CMS) to adjust the Medicare
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, although CMS was able to take administrative steps to avert a reduction in 2003, and Congress has taken a series of legislative actions to prevent reductions in from 2004-2009. Based on current data, CMS is projecting a rate
reduction of 21.5% for 2010, if Congress does not take legislative action as they have done in prior years.

On July 1, 2009, CMS
announced several proposals to refine Medicare payments to physicians, which are expected to increase payment rates for primary care services. The proposals include an update to the practice expense component of physician fees. CMS is also proposing
to stop making payment for consultation codes, which are typically billed by specialists, including our physicians, and are paid at a higher rate than equivalent evaluation and management (E/M) services. Practitioners will use existing E/M service
codes when providing these services instead. Resulting savings would be redistributed to increase payments for the existing E/M services. In addition, CMS is proposing to refine how Medicare recognizes the cost of professional liability
insurance in its payment system.

CMS announced that, taken together, refining the practice expenses, eliminating payment for the
consultation codes and revising the treatment of malpractice premiums would increase payments to general practitioners, family physicians, internists, and geriatric specialists by between 6 and 8 percent (before taking into account the proposed
negative SGR update and other proposed changes to the fee schedule). If approved, we estimate that these changes, before taking into account the negative SGR update, will result in an estimated overall weighted average increase of 6% to 8% in
Medicare reimbursement rates for the codes applicable to the services performed by our hospitalists and an estimated overall increase of 3% to 4% in our net patient revenue per encounter.

While Congress has intervened in the past few years to mitigate projected CMS rate reductions, there is no guarantee that Congress will continue to do so
in the future. Moreover, there can be no assurance as to whether the CMS proposals will be given effect or the timing of such effectiveness. Similarly, no assurance can be provided as to the ultimate content, timing or effect of any other healthcare
reform legislation being considered by Congress, nor is it possible at this time to estimate the impact of any potential healthcare reform legislation on our business.

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 hospitalists to sustain profitability. Additionally, quarterly results may
be affected by the timing of acquisitions and the hiring and termination of our affiliated hospitalists.



15



---

##### Table of Contents

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 endedJune 30, |    |  | Six months endedJune 30, |   
|                                                                 |  | 2009                       |    |  | 2008                     |    |  | 2009      |    |  | 2008      |   
|Operating data  patient encounters                              |  | 796,000                    |    |  | 660,000                  |    |  | 1,606,000 |    |  | 1,344,000 |   
|                                                                 |  |                            |    |  |                          |    |  |           |    |  |           |   
|                                                                 |  |                            |    | 
|Net revenue                                                      |  | 100.0                      | %  |  | 100.0                    | %  |  | 100.0     | %  |  | 100.0     | % 
|Operating expenses:                                              |  |                            |    |  |                          |    |  |           |    |  |           |   
|Cost of servicesphysician practice salaries, benefits and other |  | 72.9                       | %  |  | 73.1                     | %  |  | 72.9      | %  |  | 72.8      | % 
|General and administrative                                       |  | 17.0                       | %  |  | 18.0                     | %  |  | 16.7      | %  |  | 17.8      | % 
|Depreciation and amortization                                    |  | 0.7                        | %  |  | 0.8                      | %  |  | 0.7       | %  |  | 0.9       | % 
|                                                                 |  |                            |    |  |                          |    |  |           |    |  |           |   
|Total operating expenses                                         |  | 90.6                       | %  |  | 91.9                     | %  |  | 90.3      | %  |  | 91.5      | % 
|                                                                 |  |                            |    |  |                          |    |  |           |    |  |           |   
|Income from operations                                           |  | 9.4                        | %  |  | 8.1                      | %  |  | 9.7       | %  |  | 8.5       | % 
|Investment income                                                |  | 0.0                        | %  |  | 0.2                      | %  |  | 0.0       | %  |  | 0.3       | % 
|Interest expense                                                 |  | (0.2                       | )% |  | (0.2                     | )% |  | (0.2      | )% |  | (0.5      | )%
|                                                                 |  |                            |    |  |                          |    |  |           |    |  |           |   
|Income before income taxes                                       |  | 9.2                        | %  |  | 8.1                      | %  |  | 9.5       | %  |  | 8.3       | % 
|Income tax provision                                             |  | 3.7                        | %  |  | 3.4                      | %  |  | 3.8       | %  |  | 3.5       | % 
|                                                                 |  |                            |    |  |                          |    |  |           |    |  |           |   
|Net income                                                       |  | 5.5                        | %  |  | 4.7                      | %  |  | 5.7       | %  |  | 4.8       | % 
|                                                                 |  |                            |    |  |                          |    |  |           |    |  |           |   



16



---

##### Table of Contents

Three months ended June 30, 2009 compared to three months ended June 30, 2008

Our patient encounters for the three months ended June 30, 2009 increased 20.6% to 796,000, compared to 660,000 for the same period last year. Net
revenue for the three months ended June 30, 2009 was $74.8 million, an increase of $15.6 million, or 26.4%, from $59.2 million for the three months ended June 30, 2008. Of this $15.6 million increase, $11.7 million or 75.0% was
attributable to same-market area growth and $3.9 million was attributable to revenue generated from a new market acquisition that we completed in the third quarter of 2008. 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. The change in same-market area net revenue was the result of a 14.1% increase in patient encounters and a 3.4% increase in patient revenue per encounter, with the remainder due to an
increase in hospital contract revenue. The increase in patient revenue per encounter was partially due to a 2.6% net increase in Medicare reimbursement rates effective January 1, 2009 for the codes applicable to the services performed by our
hospitalists and the remainder is a result of improvements in our billing processes and collections.

Physician practice salaries, benefits
and other expenses for the three months ended June 30, 2009 were $54.5 million or 72.9% of net revenue compared to $43.2 million or 73.1% of net revenue for the three months ended June 30, 2008. These costs increased by $11.3 million
or 26.0%. Same-market area physician costs increased a total of $8.5 million, of which $8.3 million was from costs of net new hires or acquired physicians in the same-market area practices. The remaining net increase of $0.2 million included an
increase of $0.7 million for costs associated with one hospital contract being operated at breakeven, as it is being staffed with locum tenens and other part-time providers at the hospitals request while we recruit employed staff. Excluding
these additional staffing costs, costs related to existing physicians decreased primarily as a result of decreased malpractice costs. In addition, $2.8 million of the $11.3 million overall cost increase is attributable to physician costs associated
with a new market acquisition.

General and administrative expenses include all salaries, benefits, supplies 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 $2.1 million, or 19.5%, to $12.7 million, or 17.0% of net revenue, for the three months ended June 30, 2009, as compared to $10.6 million, or 18.0% of net revenue for the three months ended June 30, 2008.
The increase in expense is the result of increased stock based compensation and increased costs to support the continuing growth of our operations, including a new regional office to support our new market acquisition. General and administrative
expenses decreased as a percentage of net revenue as we continue to leverage these costs over a larger revenue base.

Depreciation and
amortization expense increased by $0.1 million to $0.6 million for the three months ended June 30, 2009, as compared to $0.5 million for the three months ended June 30, 2008. This increase is attributable to depreciation related to added
computer hardware and software and to amortization of identifiable intangible assets related to our acquisitions.

Income from operations
increased $2.2 million, or 46.1%, to $7.0 million, as compared to $4.8 million for the same period in the prior year. Our operating margin increased to 9.4% for the three months ended June 30, 2009 from 8.1% for the three months ended
June 30, 2008. The increase in operating margin percentage is directly attributable to the reduction in general and administrative expenses as a percentage of net revenue.

Our effective tax rate for the three months ended June 30, 2009 was 40.0% compared to 42.0% for the three months ended June 30, 2008. The
decrease in the effective tax rate reflects a new enterprise zone tax credit we have recorded commencing in the fourth quarter of 2008. The effective tax rate differs from the statutory U.S. federal rate of 35.0% due primarily to state income taxes.
Without regard to tax legislation that may be passed in 2009, we expect our 2009 effective income tax rate to be approximately 40.0%.

Net
income increased to $4.1 million for the three months ended June 30, 2009, as compared to $2.8 million for the three months ended June 30, 2008, and our net income margin increased to 5.5% from 4.7% for the same period in the prior
year. The net income margin increase to 5.5% is primarily the result of leveraging our general and administrative expenses over a larger revenue base as we grow our practices and acquire new practices.



17



---

##### Table of Contents

Six months ended June 30, 2009 compared to six months ended June 30, 2008

Our patient encounters for the six months ended June 30, 2009 increased 19.5% to 1,606,000, compared to 1,344,000 for the same period last year. Net
revenue for the six months ended June 30, 2009 was $150.8 million, an increase of $31.1 million, or 26.0%, from $119.7 million for the six months ended June 30, 2008. Of this $31.1 million increase, $23.5 million or 75.6% was
attributable to same-market area growth and $7.6 million was attributable to revenue generated from a new market acquisition that we completed in the third quarter of 2008. 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. The change in same-market area net revenue was the result of a 13.0% increase in patient encounters and a 4.7% increase in patient revenue per encounter, with the remainder due to an
increase in hospital contract revenue. The increase in patient revenue per encounter was partially due to a 2.6% net increase in Medicare reimbursement rates effective January 1, 2009 for the codes applicable to the services performed by our
hospitalists and the remainder is a result of improvements in our billing processes and collections.

Physician practice salaries, benefits
and other expenses for the six months ended June 30, 2009 were $109.9 million or 72.9% of net revenue compared to $87.2 million or 72.8% of net revenue for the six months ended June 30, 2008. These costs increased by $22.8 million or
26.1%. Same-market area physician costs increased a total of $17.3 million, of which $15.7 million was from costs of net new hires or acquired physicians in the same-market area practices. Of the remaining increase of $1.6 million, approximately
$1.5 million was for increased costs associated with one hospital contract being operated at breakeven, as it is being staffed with locum tenens and other part-time providers at the hospitals request while we recruit employed staff. Excluding
these additional staffing costs, costs related to existing physicians increased by an insignificant amount. In addition, $5.5 million of the $22.8 million overall cost increase is attributable to physician costs associated with new market openings
and new market acquisitions. Physician costs as a percentage of net revenue increased slightly as a result of the costs associated with the hospital contract noted above. Excluding this contract, physician costs as a percentage of net revenue for
the six months ended June 30, 2009 were slightly less than the prior year period.

General and administrative expenses include all
salaries, benefits, supplies 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 $3.8 million, or 17.7%, to $25.1 million, or 16.7% of net revenue, for the six months ended June 30, 2009, as compared to $21.4 million, or 17.8% of net revenue
for the six months ended June 30, 2008. The increase in expense is the result of increased stock based compensation and increased costs to support the continuing growth of our operations, including a new regional office to support our new
market acquisition. General and administrative expenses decreased as a percentage of net revenue as we continue to leverage these costs over a larger revenue base.

Depreciation and amortization expense increased by $0.3 million to $1.2 million for the six months ended June 30, 2009, as compared to $0.9 million for the six months ended June 30, 2008. This increase is
attributable to depreciation related to added computer hardware and software and to amortization of identifiable intangible assets related to our acquisitions.

Income from operations increased $4.4 million, or 42.6%, to $14.6 million, as compared to $10.2 million for the same period in the prior year. Our operating margin increased to 9.7% for the six months ended
June 30, 2009 from 8.5% for the six months ended June 30, 2008. The increase in operating margin percentage is directly attributable to the reduction in general and administrative expenses as a percentage of net revenue.

We recorded interest expense of $0.2 million for the six months ended June 30, 2009, as compared to interest expense of $0.6 million for the six
months ended June 30, 2008. The decrease in interest expense is primarily attributable to the lower term-loan balances during the six months ended June 30, 2009 compared to the same period in the prior year and the pay-off of balances
outstanding on our revolving credit agreement in early 2008 from the proceeds of our initial public offering in January 2008.

Our
effective tax rate for the six months ended June 30, 2009 was 40.0% compared to 42.0% for the six months ended June 30, 2008. The decrease in the effective tax rate reflects a new enterprise zone tax credit we have recorded commencing in
the fourth quarter of 2008. The effective tax rate differs from the statutory U.S. federal rate of 35.0% due primarily to state income taxes. Without regard to tax legislation that may be passed in 2009, we expect our 2009 effective income tax rate
to be approximately 40.0%.

Net income increased to $8.6 million for the six months ended June 30, 2009, as compared to
$5.8 million for the six months ended June 30, 2008, and our net income margin increased to 5.7% from 4.8% for the same period in the prior year. The net income margin increase to 5.7% is primarily the result of leveraging our general and
administrative expenses over a larger revenue base as we grow our practices and acquire new practices.



18



---

##### Table of Contents

Liquidity and Capital Resources

Net cash provided by operating activities for the six months ended June 30, 2009 increased to $17.3 million compared to $16.8 million for the same period of 2008. Accounts receivable increased by $1.6 million
during the six months ended June 30, 2009. However, on a days sales outstanding (DSO) basis, which we use to measure the effectiveness of our collections, DSO has decreased to 56 DSO as of June 30, 2009 compared to 62 DSO as of
June 30, 2008. We calculate our DSO using a three-month rolling average of net revenues. Prepaid expenses decreased by $2.4 million for the 2009 period compared to a decrease of $5.6 million for the 2008 period. The 2009 decrease was primarily
the result of expensing prepaid malpractice premiums. The 2008 decrease in prepaid expenses was higher than the 2009 decrease because of prepaid costs related to our initial public offering in early 2008.

Net cash used in investing activities was $8.6 million for the six months ended June 30, 2009, compared to $7.2 million for the same period in 2008.
Cash of $7.9 million was used in 2009 for physician practice acquisitions and earn-out payments on prior acquisitions compared to $6.3 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 six months ended June 30, 2009, net cash used in financing
activities was $8.3 million, compared to $29.7 million provided by financing activities for the same period in 2008. In January 2008, we completed our initial public offering which resulted in aggregate net proceeds of $46.2 million to us after
payment of underwriting discounts and commissions and offering expenses. We used part of the proceeds of our initial public offering to pay off the outstanding balance of $14.1 million under the revolving portion of our Credit Facility, and in late
June 2009 we paid off all remaining debt of $7.3 million under our term loan and our equipment financing loans.

Credit Facility and
Liquidity

Our Credit Facility provides a revolving line of credit of $30.0 million, with a sublimit of $5.0 million for the
issuance of letters of credit, plus a term loan in an original amount of $10.0 million. The Credit Facility has a maturity date of September 15, 2011. We use the Credit Facility for working capital, practice acquisitions and capital
expenditures. The outstanding principal balance under the term loan portion of the Credit Facility was zero and $7.8 million as of June 30, 2009 and December 31, 2008, respectively. In June 2009, we paid off all outstanding debt under the
term loan and our equipment financing loans. At June 30, 2009, we had a letter of credit of $100,000 outstanding and $29.9 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. Borrowings under the Credit Facility bear interest at a rate based on either LIBOR plus 1.5% to 2.0%, or the lenders prime rate, as selected by us for each advance. 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 three months. Outstanding amounts advanced to us under the revolving line of credit are repayable on or
before the maturity date. The Credit Facility is secured by all of our current and future personal and intellectual property assets, except those held subject to purchase money loans and capital leases. 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 June 30, 2009, 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 revolving credit agreement 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 June 30, 2009, we had no off-balance sheet arrangements.

Recently Adopted and New Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements for information regarding recently adopted and new accounting pronouncements.



19



---

##### Table of Contents

|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, the interest rate on outstanding borrowings under our Credit Facility is either LIBOR plus 1.5% to 2.0% or the base rate plus the
applicable margin as defined in the agreements. The base rate is a daily floating rate based on most recently announced by our lender, as its prime rate, whether or not such announced rate is the lowest rate available from our lender.
LIBOR is either the 30, 60, 90 or 180 day LIBOR. Historically, we have chosen not to use interest rate derivatives to manage our exposure to changes in interest rates.

We had no outstanding borrowings under the term loan portion of our Credit Facility at June 30, 2009.

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 June 30, 2009, 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 SECs 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 June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.



20



---

##### Table of Contents

PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

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.

ITEMS 1A, 2, AND 3 ARE NOT APPLICABLE



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

Our 2009 Annual Meeting of Stockholders was held on May 28, 2009. The following actions were taken at the meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended:

Proposal No. 1

Proposal No. 1 submitted to our stockholders at the meeting was the election of Mark J. Brooks, Woodrin Grossman and R. Jeffrey Taylor as Class II Directors to serve for a three year term expiring at the 2012 Annual Meeting. The final
voting results were:



|                  |  |            |  |               
|----------------- |  | ---------- |  | --------------
|NOMINEE           |  | VOTES FOR  |  | VOTES WITHHELD
|Mark J. Brooks    |  | 15,524,681 |  | 45,609        
|Woodrin Grossman  |  | 14,656,693 |  | 913,597       
|R. Jeffrey Taylor |  | 15,527,067 |  | 43,223        

As of June 30, 2009, our board of directors consisted of the following directors: Mark
Brooks, Thomas P. Cooper, M.D., Francesco Federico, M.D., Woodrin Grossman, Patrick G. Hays, Adam D. Singer, M.D., C. Thomas Smith, R. Jeffrey Taylor and Chuck Timpe.

Proposal No. 2

Proposal No. 2 submitted to our stockholders at the meeting was to ratify
the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2009. The proposal received 14,305,819 votes for, 1,264,341 votes against, and 130 abstentions.



|ITEM 5. | OTHER INFORMATION
|------- | -----------------

On August 5, 2009, we entered
into Second Amended and Restated Employment Agreements with each of our named executive officers to conform the employment agreements with updates that provide Mr. Taylor, Ms. Shapiro and Mr. Russell with certain benefits upon death
or permanent disability similar to those already offered to Dr. Singer, and to clarify some minor inconsistencies within the employment agreements.

Under the amended and restated employment agreements, in the event Dr. Singer, Mr. Taylor, Ms. Shapiro or Mr. Russell die or are terminated due to permanent disability he or she (or, in
the case of death, their respective estates) shall be entitled to receive (1) continuation of their base salary up to 75% of the base salary in effect on the date of death or termination for a period of 12 months (18 months for Dr. Singer)
(reduced to the extent that any disability benefit provided by the Company exceeds 25% of his or her base salary or increased, but to not more than 100% of his or her base salary, to the extent that any disability benefit provided by the Company is
less than 25% of his or her base salary), (2) a lump sum cash payment equal to the present value of the cost to the Company for providing life and disability insurance of the executive for a period of 12 months (18 months for Dr. Singer),
(3) 12 months of continued coverage for such executive and his or her covered dependents under our health and dental programs at the same level of coverage as he or she received during employment, and (4) the pro rata portion of the annual
bonus earned by him or her during the current fiscal year. Each such executive shall be entitled to receive his or her standard employment compensation and benefits from the time he or she has suffered a physical or mental impairment until such
time he or she is terminated due to death or permanent disability. Permanent Disability is defined in each of the amended and restated employment agreements to mean any physical or mental impairment that can be expected to result in
death or to last for a continuous period of not less than 12 months.

Under Mr. Russells amended and restated employment
agreement, his annual bonus payable for achievement of the target level of performance designated by the compensation committee must not be less than 40% of his base salary then in effect.



21



---

##### Table of Contents

|ITEM 6. | EXHIBITS
|------- | --------

(a) Exhibits

Exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index on page 24 of this report.



22



---

##### Table of Contents

SIGNATURES

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 6thday of August 2009.



IPC THE HOSPITALIST COMPANY, INC.By:

/S/ ADAM D. SINGER, M.D.Adam D. Singer, M.D. Chief Executive
OfficerBy:

/S/ DEVRA G. SHAPIRODevra G. Shapiro Chief Financial
Officer




23



---

##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description of Document                                                                                                                                                                       
|               | 
|10.1          |  | Second Amended and Restated Employment Agreement, effective August 5, 2009, between Adam D. Singer, M.D. and IPC The Hospitalist Company, Inc.                                                
|               | 
|10.2          |  | Second Amended and Restated Employment Agreement, effective August 5, 2009, between R. Jeffrey Taylor and IPC The Hospitalist Company, Inc.                                                   
|               | 
|10.3          |  | Second Amended and Restated Employment Agreement, effective August 5, 2009, between Devra G. Shapiro and IPC The Hospitalist Company, Inc.                                                    
|               | 
|10.4          |  | Second Amended and Restated Employment Agreement, effective August 5, 2009, between Richard G. Russell and IPC The Hospitalist Company, Inc.                                                  
|               | 
|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.                                                 



| | Management contracts or compensation plans, contracts or arrangements
|- | ---------------------------------------------------------------------



24