USPH 8-K
U S Physical Therapy Inc /Nv (USPH)
8-K
2025-05-07
For: 2025-05-07
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (713 ) 297-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions ( see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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◻
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL RESULTS.
On May 7, 2025 – U.S. Physical Therapy, Inc. (“USPH” or the “Company”) (NYSE:
USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, reported results for the first quarter ended March 31, 2025.
A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS
The Company’s Board of Directors declared a quarterly dividend of $0.45 per share payable on June 13, 2025, to shareholders of record on May 23, 2025.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Description of Exhibits
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Registrant's Press Release dated May 7, 2025
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SIGNATURE
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 hereunto duly authorized.
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U.S. PHYSICAL THERAPY, INC.
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Dated: May 7, 2025
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By:
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/s/ CAREY HENDRICKSON
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Carey Hendrickson
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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CONTACT:
U.S. Physical Therapy, Inc.
Carey Hendrickson, Chief Financial Officer
Email: [email protected]
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons
(817) 778-8424
U.S. Physical Therapy Reports
First Quarter 2025 Results
Reports Record First Quarter Patient Volume
Houston, TX, May 7, 2025 – U.S. Physical Therapy,
Inc. (“USPH” or the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, today reported results for the first quarter ended March 31, 2025.
FINANCIAL HIGHLIGHTS
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Adjusted EBITDA (1), a non-Generally Accepted Accounting Principles (“GAAP”) measure, was $19.5 million for the three months
ended March 31, 2025 (“2025 First Quarter”), an increase of $2.8 million, or 16.5%, from $16.8 million in the three months ended March 31, 2024 (“2024 First Quarter”) primarily driven by acquisitions since the prior year period and an
increase in net patient revenue per visit.
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Net income attributable to USPH’s shareholders (“USPH Net Income”), a GAAP measure, was $9.9 million for the 2025 First Quarter compared
to $8.0 million in the 2024 First Quarter. In accordance with GAAP, the revaluation of noncontrolling interest, net of taxes, is not included in net income but is charged directly to retained earnings. However, this change is included in
the computation of earnings per share. Earnings per share was $0.80 for the 2025 First Quarter compared to $0.46 for the 2024 First Quarter.
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Operating Results (1), a non-GAAP measure, was $7.3 million in the 2025 First Quarter compared to $7.7 million in the 2024
First Quarter. On a per share basis, Operating Results was $0.48 in the 2025 First Quarter compared to $0.51 in the 2024 First Quarter.
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Total revenue from physical therapy operations for the 2025 First Quarter increased $22.0 million, or 16.4%, to $156.4 million.
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Net rate per patient visit for the 2025 First Quarter was $105.66, increasing $2.29 per visit from $103.37 for the 2024 First Quarter,
despite the approximate 2.9% Medicare rate reduction which went into effect on January 1, 2025. Net rate per patient visit also increased sequentially by $0.93 from $104.73 for the three months ended December 31, 2024. The increase in net
rate per patient visit reflects the Company’s strategic priority of increasing reimbursement rates through contract negotiations with commercial and other payors as well as growing workers compensation as a percent of the Company’s overall
mix of business.
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Average daily patient visits per clinic was an all-time first quarter high of 31.4 for the 2025 First Quarter compared to 29.5 in the
2024 First Quarter. Total patient visits were 1,443,805 in the 2025 First Quarter, a 13.9% increase from the 2024 First Quarter.
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Industrial injury prevention services (“IIP”) revenue was $27.4 million for the 2025 First Quarter, an increase of 28.8% as compared to
the 2024 First Quarter. IIP gross profit was $5.6 million in the 2025 First Quarter, an increase of $1.3 million, or 29.1%, from $4.3 million in the 2024 First Quarter.
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During the 2025 First Quarter, the Company added 14 clinics and closed seven clinics bringing its total owned and/or managed clinic
count to 773 as of March 31, 2025, compared to 720 as of March 31, 2024.
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On February 28, 2025, the Company acquired a 65% equity interest in a three-clinic practice with the practice owners retaining a 35%
equity interest. The business currently generates $4.3 million in annual revenue and 23,000 in annual visits.
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On April 30, 2025, the Company announced the acquisition of an outpatient home care physical and speech therapy practice through its
50%-owned subsidiary, MSO Metro, LLC. The practice currently generates approximately $2.1 million in annual revenue.
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The Company’s Board of Directors declared a quarterly dividend of $0.45 per share payable on June 13, 2025, to shareholders of record on
May 23, 2025.
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(1)
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These are non-GAAP Measures. See pages 10 to 11 of this release for the definition and
reconciliation of Adjusted EBITDA, Operating Results and other non-GAAP measures to the most directly comparable GAAP measure.
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U.S. Physical Therapy Press Release
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Page 2
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May 7, 2025
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MANAGEMENT’S COMMENTS
Chris Reading, Chief Executive Officer, said,
“Despite our weather-impacted start, we had strong referral and visit demand which accelerated nicely as the quarter progressed. Importantly, our insurance renegotiations and workers compensation efforts are giving us a lift as we enter one of
the busiest seasonal periods of the year. While we have more work to do, we are encouraged by our start and committed to further progress.”
2025 First Quarter Versus 2024 First Quarter
Additional supplemental tables of financial and performance metrics are presented on page 14 of this release.
Physical Therapy Operations
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Three Months Ended
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Variance
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March 31, 2025
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March 31, 2024
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$
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%
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(In thousands, except percentages)
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Revenue related to:
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Mature Clinics (1)
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$
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126,620
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$
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128,501
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$
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(1,881
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)
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(1.5
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)%
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Clinic additions (2)
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25,667
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44
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25,623
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*
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(7) | |||||||||||||||
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Clinics sold or closed (3)
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260
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2,530
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(2,270
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*
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(7) | ||||||||||||||
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Net patient revenue
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152,547
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131,075
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21,472
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16.4
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%
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Other (4)
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3,861
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3,350
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511
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15.3
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%
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Total
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156,408
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134,425
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21,983
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16.4
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%
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Operating costs (5)
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130,940
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110,361
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20,579
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18.6
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%
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Gross profit
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$
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25,468
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$
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24,064
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$
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1,404
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5.8
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%
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Financial and operating metrics (not in thousands):
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Net rate per patient visit (1)
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$
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105.66
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$
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103.37
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$
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2.29
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2.2
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%
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Patient visits (1)
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1,443,805
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1,268,002
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175,803
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13.9
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%
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Average daily visits per clinic (1)
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31.4
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29.5
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1.9
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6.4
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%
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Gross margin
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16.3
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%
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17.9
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%
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Salaries and related costs per visit, clinics (6)
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$
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63.53
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$
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61.42
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$
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2.11
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3.4
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%
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Operating costs per visit, clinics (6)
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$
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89.28
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$
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85.50
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$
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3.78
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4.4
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%
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(1) See Glossary of Terms - Revenue Metrics for
definition.
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(2) Includes 14 clinics added during the 2025 First Quarter and 103 added during the year ended December 31, 2024.
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(3) Includes 7 clinics closed during the 2025 First Quarter and 45 clinics closed during the year ended December 31, 2024.
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(4) Includes revenues from management contracts.
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(5) Includes costs from management contracts.
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(6) Excludes costs from management contracts and $0.1 million of certain incentive costs related to the Metro acquisition. Please refer to the
reconcilliation of non-GAAP measures to the most comparable GAAP measure on page 13.
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(7) Not meaningful.
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U.S. Physical Therapy Press Release
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Page 3
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May 7, 2025
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Net revenue from physical therapy operations increased $22.0 million, or 16.4%, to $156.4 million for the 2025 First Quarter from $134.4 million
for the 2024 First Quarter. This increase was due to the increase in visits from the 53 net clinics added since the comparable prior year period and an increase in net rate per patient visit, which reflects the Company’s strategic priority of
increasing reimbursement rates through contract negotiations with commercial and other payors as well as growing workers compensation as a percent of the Company’s overall mix of business. Net rate per patient visit for the 2025 First Quarter was
$105.66, increasing $2.29 per visit from $103.37 for the 2024 First Quarter, despite the approximate 2.9% Medicare rate reduction which went into effect on January 1, 2025. Net rate per patient visit also increased sequentially by $0.93 from $104.73
for the three months ended December 31, 2024.
Industrial Injury Prevention Services
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Three Months Ended
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Variance
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March 31, 2025
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March 31, 2024
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$
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%
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(In thousands, except percentages)
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Net revenue
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$
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27,380
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$
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21,250
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$
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6,130
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28.8
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%
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Operating costs
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21,783
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16,913
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4,870
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28.8
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%
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Gross profit
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$
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5,597
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$
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4,337
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$
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1,260
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29.1
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%
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Gross margin
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20.4
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%
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20.4
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%
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IIP revenue increased $6.1 million, or 28.8%, to $27.4 million for the 2025 First Quarter as
compared to $21.3 million for the 2024 First Quarter. Gross profit from IIP operations in the 2025 First Quarter increased $1.3 million, or 29.1%, to $5.6 million from $4.3 million in the 2024 First Quarter. The gross profit margin from IIP
operations was 20.4% in each of the 2025 First Quarter and 2024 First Quarter. Excluding the IIP acquisition made in April 2024, IIP revenue increased by $3.2 million or 15.1% in the 2025 First Quarter and gross profit increased $0.6 million or
13.1% in the 2025 First Quarter over the comparable prior year period.
Corporate Office and Other Expenses
Corporate office costs increased to $16.2 million in the 2025 First Quarter from $14.1 million in the 2024 First
Quarter. This increase was primarily to support the larger number of clinics as well as expenses related to the integration of the Company’s recent acquisitions. As a ratio to net revenue, corporate office costs improved to 8.8% in the 2025
First Quarter compared to 9.0% in the 2024 Fourth Quarter.
The Company revalued contingent consideration related to certain acquisitions and recognized a
net non-cash gain (a decrease in the related liabilities) of $4.8 million in the 2025 First Quarter compared to $0.6 million in the 2024 First Quarter.
Operating income was $19.6 million for the 2025 First Quarter compared to $14.9 million for the 2024 First Quarter,
an increase of 31.6% over the comparable period.
Interest expense increased by $0.3 million to $2.3 million for the 2025 First Quarter compared to $2.0 million in the
2024 First Quarter due to a higher average outstanding balance on our revolving credit facility in the 2025 First Quarter. The interest rate associated with borrowings on the Company’s credit facility was 4.9% for the 2025 First Quarter and
4.7% for the 2024 First Quarter, with an all-in effective interest rate, including all associated costs of 5.5% and 5.3% over the same periods, respectively.
Interest income was less than $0.1 million during the 2025 First Quarter compared to $1.5 million in the 2024 First
Quarter as the cash on the balance sheet at the end of the 2024 First Quarter has been deployed into acquisitions since that time.
The Company revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash expense (an increase in the related liability) of $0.4 million in the 2025 First Quarter compared to $0.1 million in the
2024 First Quarter. |
U.S. Physical Therapy Press Release
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Page 4
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May 7, 2025
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The provision for income taxes was $3.9 million in the 2025 First Quarter compared to $3.1 million during the 2024 First Quarter while the
effective tax rate was 28.1% in each of the same periods, respectively.
USPH Net Income and Non-GAAP Measures
Net income attributable to non-controlling interest (temporary and permanent) was $3.6 million in both the 2025 First Quarter and the 2024 First
Quarter.
USPH Net Income was $9.9 million for the 2025 First Quarter compared to $8.0 million in the 2024 First Quarter. In accordance
with GAAP, the revaluation of redeemable noncontrolling interest, net of taxes, is not included in net income but is charged directly to retained earnings; however, this change is included in the computation of earnings per share. Earnings per share
was $0.80 for the 2025 First Quarter compared to $0.46 for the 2024 First Quarter.
Non-GAAP Adjusted EBITDA (1) was $19.5 million for the 2025 First Quarter, an increase of $2.8 million or 16.5%, from $16.8 million
for the 2024 First Quarter. Non-GAAP Operating Results (1) was $7.3 million, or $0.48 per share, in the 2025 First Quarter compared to $7.7 million, or $0.51 per share, in the 2024 First Quarter.
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(1)
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These are Non-GAAP Measures. See pages 10 to 11 of this release for the definition and
reconciliation of Adjusted EBITDA and Operating Results measures to the most directly comparable GAAP measure.
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BALANCE SHEET AND CASH FLOW
Total cash and cash equivalents were $39.2 million as of March 31, 2025, compared to $41.4 million as of December 31, 2024, and $132.3 million as of March 31, 2024. The Company
had $164.9 million in outstanding borrowings and $147.0 million in available credit under its credit facilities as of March 31, 2025. This compares to $151.6 million of outstanding borrowings and $164.0 million in available credit under its
credit facilities as of December 31, 2024.
On February 28, 2025, the Company acquired a 65% equity interest in a three-clinic practice with the original practice owners retaining 35% equity interest. The business currently generates $4.3 million in annual
revenue and 23,000 in annual visits.RECENT ACQUISITIONS
On April 30, 2025, the Company announced the acquisition of an outpatient home care physical
and speech therapy practice through its 50%-owned subsidiary, MSO Metro, LLC. The practice currently generates approximately $2.1 million in annual revenue.
The Company’s strategy is to continue acquiring multi-clinic outpatient physical therapy practices, to develop
outpatient physical therapy clinics as satellites in existing partnerships and to continue acquiring companies that provide industrial injury prevention services.
QUARTERLY DIVIDEND
The Company’s Board of Directors declared a quarterly dividend of $0.45 per share payable on
June 13, 2025, to shareholders of record on May 23, 2025.
CONFERENCE CALL INFORMATION
U.S. Physical Therapy’s management will host
a conference call at 10:30 a.m. ET / 9:30 a.m. CT, on May 8, 2025, to discuss the Company’s financial results for the first quarter ended March 31, 2025. Interested parties may participate in the call by dialing (800) 274-8461 (Primary) or
(203) 518-9814 (Alternate) and conference ID of USPHQ125. Please call approximately 10 minutes before the call is scheduled to begin. To listen to the live call, go to the Company’s website at www.usph.com at least 15 minutes early to register, download and
install any necessary audio software. If you are unable to listen live, a playback of the conference call can be accessed until August 7, 2025, on the Company’s website.
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U.S. Physical Therapy Press Release
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Page 5
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May 7, 2025
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FORWARD LOOKING STATEMENTS
This press release contains statements that are considered to be forward-looking within the meaning under Section
21E of the Securities Exchange Act of 1934, as amended. These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These
statements (often using words such as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among
such statements may be those relating to new clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on our current
views and assumptions and actual results could differ materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:
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changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment
status;
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revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
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changes in reimbursement rates or payment methods from third party payors including government agencies, and changes in the deductibles and co-pays
owed by patients;
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private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;
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compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines
and penalties for failure to comply;
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compliance with state laws and regulations relating to the corporate practice of medicine and fee splitting, and associated fines and penalties for
failure to comply ;
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competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses
and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;
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the impact of future public health crises and epidemics/pandemics, such as was the case with the novel strain of COVID-19 and its variants;
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certain of our acquisition agreements contain put-rights related to a future purchase of significant equity interests in our subsidiaries or in a
separate company;
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the impact of future vaccinations and/or testing mandates at the federal, state and/or local level, which could have an adverse impact on staffing,
revenue, costs and the results of operations;
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our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing and our ability to operate
our business;
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changes as the result of government enacted national healthcare reform;
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the ability to control variable interest entities for which we do not have a direct ownership;
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business and regulatory conditions including federal and state regulations;
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governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and
increased costs;
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revenue and earnings expectations;
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contingent consideration provisions in certain of our acquisition agreements, the value of which may impact future financial results;
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legal actions, which could subject us to increased operating costs and uninsured liabilities;
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general economic conditions, including but not limited to inflationary and recessionary periods;
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actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S or the
international financial systems, may result in market wide liquidity problems which could have a material and adverse impact on our available cash and results of operations;
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our business depends on hiring, training, and retaining qualified employees;
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availability and cost of qualified physical therapists;
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competitive environment in the industrial injury prevention services business, which could result in the termination or non-renewal of contractual
service arrangements and other adverse financial consequences for that service line;
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our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses;
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impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling
interest (minority interests);
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maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;
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a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm
and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act;
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maintaining clients for which we perform management, industrial injury prevention related services, and other services, as a breach or termination of
those contractual arrangements by such clients could cause operating results to be less than expected.
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maintaining adequate internal controls;
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maintaining necessary insurance coverage;
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availability, terms, and use of capital; and
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weather and other seasonal factors.
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Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our
forward-looking statements. For additional information regarding these and other risks and uncertainties, that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 3, 3025 and any risk factors contained in subsequent quarterly and annual reports we file
with the SEC. Our forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we are under no obligation to update any forward-looking statement as a result of new
information, future events, or otherwise, except as required by law.
GLOSSARY OF TERMS – REVENUE METRICS
Mature clinics are clinics opened or acquired prior to January 1, 2024, and are still operating as of the balance sheet date.
Net rate per patient
visit is net patient revenue related to our physical therapy operations divided by total number of patient visits (defined below) during the periods presented.
Patient visits is the number of unique patient visits during the periods presented.
Average daily visits per
clinic is patient visits divided by the number of days in which normal business operations were conducted during the periods presented and further divided by the average number of clinics in
operation during the periods presented.
ABOUT U.S. PHYSICAL THERAPY, INC.
Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 773 outpatient
physical therapy clinics in 44 states. USPH clinics provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and
rehabilitation of injured workers. USPH also has an industrial injury prevention business which provides onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer
employment testing, functional capacity evaluations, and ergonomic assessments.
More information about
U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.
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U.S. Physical Therapy Press Release
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Page 6
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May 7, 2025
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U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
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Three Months Ended
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||||||||
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March 31, 2025
|
March 31,2024
|
|||||||
|
Net patient revenue
|
$
|
152,547
|
$
|
131,075
|
||||
|
Other revenue
|
31,241
|
24,600
|
||||||
|
Net revenue
|
183,788
|
155,675
|
||||||
|
Operating cost:
|
||||||||
|
Salaries and related costs
|
111,249
|
93,731
|
||||||
|
Rent, supplies, contract labor and other
|
33,844
|
27,904
|
||||||
|
Depreciation and amortization
|
5,540
|
3,885
|
||||||
|
Provision for credit losses
|
1,848
|
1,627
|
||||||
|
Clinic closure costs - lease and other
|
242
|
127
|
||||||
|
Total operating cost
|
152,723
|
127,274
|
||||||
|
Gross profit
|
31,065
|
28,401
|
||||||
|
Corporate office costs
|
16,245
|
14,085
|
||||||
|
Gain on change in fair value of contingent earn-out consideration
|
(4,822
|
)
|
(612
|
)
|
||||
|
Operating income
|
19,642
|
14,928
|
||||||
|
Other (expense) income
|
||||||||
|
Interest expense, debt and other
|
(2,279
|
)
|
(1,968
|
)
|
||||
|
Interest income from investments
|
24
|
1,543
|
||||||
|
Change in revaluation of put-right liability
|
(404
|
)
|
(80
|
)
|
||||
|
Equity in earnings of unconsolidated affiliate
|
393
|
271
|
||||||
|
Loss on sale of a partnership
|
(123
|
)
|
-
|
|||||
|
Other
|
75
|
62
|
||||||
|
Total other expense
|
(2,314
|
)
|
(172
|
)
|
||||
|
Income before taxes
|
17,328
|
14,756
|
||||||
|
Provision for income taxes
|
3,860
|
3,139
|
||||||
|
Net income
|
13,468
|
11,617
|
||||||
|
Less: Net income attributable to non-controlling interest:
|
||||||||
|
Redeemable non-controlling interest - temporary equity
|
(2,012
|
)
|
(2,227
|
)
|
||||
|
Non-controlling interest - permanent equity
|
(1,557
|
)
|
(1,344
|
)
|
||||
|
(3,569
|
)
|
(3,571
|
)
|
|||||
|
Net income attributable to USPH shareholders
|
$
|
9,899
|
$
|
8,046
|
||||
|
Basic and diluted earnings per share attributable to USPH shareholders (1)
|
$
|
0.80
|
$
|
0.46
|
||||
|
Shares used in computation - basic and diluted
|
15,132
|
15,017
|
||||||
|
Dividends declared per common share
|
$
|
0.45
|
$
|
0.44
|
||||
(1) See page 11 of this press release for the calculation of basic and diluted earnings per share.
|
U.S. Physical Therapy Press Release
|
Page 7
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
|
Three Months Ended
|
||||||||
|
March 31, 2025
|
March 31, 2024
|
|||||||
|
Net income
|
$
|
13,468
|
$
|
11,617
|
||||
|
Other comprehensive gain:
|
||||||||
|
Unrealized (loss) gain on cash flow hedge
|
(1,331
|
)
|
1,781
|
|||||
|
Tax effect at statutory rate (federal and state)
|
340
|
(455
|
)
|
|||||
|
Comprehensive income
|
$
|
12,477
|
$
|
12,943
|
||||
|
Comprehensive income attributable to non-controlling interest
|
(3,569
|
)
|
(3,571
|
)
|
||||
|
Comprehensive income attributable to USPH shareholders
|
$
|
8,908
|
$
|
9,372
|
||||
|
U.S. Physical Therapy Press Release
|
Page 8
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
|
March 31, 2025
|
December 31, 2024
|
|||||||
|
(unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
39,183
|
$
|
41,362
|
||||
|
Patient accounts receivable, less provision for credit losses of $3,620 and $3,506, respectively
|
64,760
|
59,040
|
||||||
|
Accounts receivable - other
|
26,136
|
26,626
|
||||||
|
Other current assets
|
15,274
|
10,555
|
||||||
|
Total current assets
|
145,353
|
137,583
|
||||||
|
Fixed assets:
|
||||||||
|
Furniture and equipment
|
68,802
|
68,128
|
||||||
|
Leasehold improvements
|
53,504
|
51,105
|
||||||
|
Fixed assets, gross
|
122,306
|
119,233
|
||||||
|
Less accumulated depreciation and amortization
|
(89,542
|
)
|
(87,093
|
)
|
||||
|
Fixed assets, net
|
32,764
|
32,140
|
||||||
|
Operating lease right-of-use assets
|
133,197
|
133,936
|
||||||
|
Investment in unconsolidated affiliate
|
12,273
|
12,190
|
||||||
|
Goodwill
|
674,387
|
667,152
|
||||||
|
Other identifiable intangible assets, net
|
177,328
|
179,311
|
||||||
|
Other assets
|
4,385
|
5,155
|
||||||
|
Total assets
|
$
|
1,179,687
|
$
|
1,167,467
|
||||
|
|
||||||||
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable - trade
|
$
|
6,088
|
$
|
5,936
|
||||
|
Accrued expenses
|
68,326
|
59,513
|
||||||
|
Current portion of operating lease liabilities
|
40,124
|
39,835
|
||||||
|
Current portion of term loan and notes payable
|
9,257
|
10,999
|
||||||
|
Total current liabilities
|
123,795
|
116,283
|
||||||
|
Notes payable, net of current portion
|
387
|
903
|
||||||
|
Revolving facility
|
28,000
|
11,000
|
||||||
|
Term loan, net of current portion and deferred financing costs
|
128,851
|
130,627
|
||||||
|
Deferred taxes
|
34,055
|
29,465
|
||||||
|
Operating lease liabilities, net of current portion
|
100,688
|
101,868
|
||||||
|
Other long-term liabilities
|
4,903
|
18,275
|
||||||
|
Total liabilities
|
420,679
|
408,421
|
||||||
|
|
||||||||
|
Redeemable non-controlling interest - temporary equity
|
260,047
|
269,025
|
||||||
|
|
||||||||
|
Commitments and Contingencies
|
||||||||
|
|
||||||||
|
U.S. Physical Therapy, Inc. ("USPH") shareholders’ equity:
|
||||||||
|
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding
|
-
|
-
|
||||||
|
Common stock, $.01 par value, 20,000,000 shares authorized,
|
||||||||
|
17,406,426 and 17,309,120 shares issued, respectively
|
172
|
172
|
||||||
|
Additional paid-in capital
|
292,773
|
290,321
|
||||||
|
Accumulated other comprehensive gain
|
1,783
|
2,799
|
||||||
|
Retained earnings
|
234,161
|
227,265
|
||||||
|
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
|
Total USPH shareholders’ equity
|
497,261
|
488,929
|
||||||
|
Non-controlling interest - permanent equity
|
1,700
|
1,092
|
||||||
|
Total USPH shareholders' equity and non-controlling interest - permanent equity
|
498,961
|
490,021
|
||||||
|
Total liabilities, redeemable non-controlling interest,
|
||||||||
|
USPH shareholders' equity and non-controlling interest - permanent equity
|
$
|
1,179,687
|
$
|
1,167,467
|
||||
|
U.S. Physical Therapy Press Release
|
Page 9
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
|
Three Months Ended
|
||||||||
|
March 31, 2025
|
March 31, 2024
|
|||||||
|
OPERATING ACTIVITIES
|
||||||||
|
Net income including non-controlling interest
|
$
|
13,468
|
$
|
11,617
|
||||
|
Adjustments to reconcile net income including non-controlling interest to net cash provided by
operating activities:
|
||||||||
|
Depreciation and amortization
|
5,867
|
4,095
|
||||||
|
Provision for credit losses
|
1,848
|
1,627
|
||||||
|
Equity-based awards compensation expense
|
1,771
|
1,997
|
||||||
|
Amortization of debt issue costs
|
106
|
106
|
||||||
|
Change in deferred income taxes
|
5,242
|
1,943
|
||||||
|
Change in revaluation of put-right liability
|
404
|
80
|
||||||
|
Gain on change in fair value of contingent earn-out consideration
|
(4,822
|
)
|
(612
|
)
|
||||
|
Equity of earnings in unconsolidated affiliate
|
(393
|
)
|
(271
|
)
|
||||
|
Loss on sale of fixed assets
|
-
|
5
|
||||||
|
Loss on sale of a partnership
|
123
|
-
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Increase in patient accounts receivable
|
(7,341
|
)
|
(5,124
|
)
|
||||
|
Decrease (increase) in accounts receivable - other
|
774
|
(3,985
|
)
|
|||||
|
Increase in other current and long term assets
|
(6,209
|
)
|
(433
|
)
|
||||
|
Decrease in accounts payable and accrued expenses
|
(14,229
|
)
|
(6,678
|
)
|
||||
|
(Decrease) increase in long term liabilities
|
(1,284
|
)
|
52
|
|||||
|
Net cash (used in) provided by operating activities
|
(4,675
|
)
|
4,419
|
|||||
|
INVESTING ACTIVITIES
|
||||||||
|
Purchase of fixed assets
|
(2,579
|
)
|
(1,838
|
)
|
||||
|
Purchase of majority interest in businesses, net of cash acquired
|
(4,211
|
)
|
(15,971
|
)
|
||||
|
Purchase of redeemable non-controlling interest, temporary equity
|
(907
|
)
|
(2,702
|
)
|
||||
|
Purchase of non-controlling interest, permanent equity
|
-
|
(498
|
)
|
|||||
|
Proceeds from the sale of partnership interest - redeemable non-controlling interest, temporary equity
|
15
|
67
|
||||||
|
Proceeds from the sale of non-controlling interest, permanent equity
|
-
|
23
|
||||||
|
Proceeds from sale of partnership
|
700
|
-
|
||||||
|
Distributions from unconsolidated affiliate
|
310
|
367
|
||||||
|
Other
|
44
|
88
|
||||||
|
Net cash (used in) investing activities
|
(6,628
|
)
|
(20,464
|
)
|
||||
|
FINANCING ACTIVITIES
|
||||||||
|
Proceeds from revolving facility
|
17,000
|
-
|
||||||
|
Distributions to non-controlling interest, permanent and temporary equity
|
(3,653
|
)
|
(3,160
|
)
|
||||
|
Payments on term loan
|
(3,750
|
)
|
(938
|
)
|
||||
|
Principal payments on notes payable
|
(473
|
)
|
(392
|
)
|
||||
|
Net cash provided by (used in) financing activities
|
9,124
|
(4,490
|
)
|
|||||
|
Net (decrease) in cash and cash equivalents
|
(2,179
|
)
|
(20,535
|
)
|
||||
|
Cash and cash equivalents - beginning of period
|
41,362
|
152,825
|
||||||
|
Cash and cash equivalents - end of period
|
$
|
39,183
|
$
|
132,290
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Income taxes
|
$
|
7,359
|
$
|
367
|
||||
|
Interest paid
|
2,205
|
1,844
|
||||||
|
Non-cash investing and financing transactions during the period:
|
||||||||
|
Purchase of businesses - seller financing portion
|
-
|
500
|
||||||
|
Purchase of redeemable non-controlling interest, temporary equity, recorded in accrued liabilities
|
6,672
|
-
|
||||||
|
Fair market value of initial contingent consideration related to purchase of businesses
|
1,259
|
-
|
||||||
|
Notes payable related to purchase of redeemable non-controlling interest, temporary equity
|
89
|
-
|
||||||
|
Notes receivable related to sale of redeemable non-controlling interest
|
646
|
315
|
||||||
|
Notes receivable related to the sale of non-controlling interest, permanent equity
|
-
|
243
|
||||||
|
Offset to notes receivable associated with purchase of redeemable non-controlling interest
|
180
|
75
|
||||||
|
Dividends payable to USPH shareholders
|
6,836
|
6,630
|
||||||
|
U.S. Physical Therapy Press Release
|
Page 10
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
ADJUSTED EBITDA AND OPERATING RESULTS
The following tables provide details of the basic and diluted earnings per share computation and reconcile net
income attributable to USPH shareholders calculated in accordance with GAAP to Adjusted EBITDA and Operating Results. The tables also provide a reconciliation of additional non-GAAP measures to the most comparable GAAP measure. Management
believes providing Adjusted EBITDA and Operating Results to investors is useful for comparing the Company's period-to-period results as well as for comparing with other similar businesses since most do not have redeemable instruments and
therefore have different equity structures. Management uses Adjusted EBITDA and Operating Results, which eliminate certain items described above that can be subject to volatility and unusual costs, as the principal measures to evaluate and
monitor financial performance period over period.
Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to USPH shareholders before interest
income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, business
acquisition related costs, costs related to a one-time financial systems upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests.
Operating Results, a non-GAAP measure, equals net income attributable to USPH shareholders less, changes in
revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial systems upgrade
and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.
Adjusted EBITDA and Operating Results are not measures of financial performance under GAAP. Adjusted EBITDA,
Operating Results and other non-GAAP measures should not be considered in isolation or as an alternative to, or substitute for, net income attributable to USPH shareholders presented in the consolidated financial statements.
|
U.S. Physical Therapy Press Release
|
Page 11
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
ADJUSTED EBITDA, OPERATING RESULTS AND EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
|
Three Months Ended
|
|||||||
|
|
March31,2025
|
March31,2024
|
||||||
|
Adjusted EBITDA (a non-GAAP measure)
|
||||||||
|
Net income attributable to USPH shareholders
|
$
|
9,899
|
$
|
8,046
|
||||
|
Adjustments:
|
||||||||
|
Provision for income taxes
|
3,860
|
3,139
|
||||||
|
Depreciation and amortization
|
5,867
|
4,095
|
||||||
|
Interest expense, debt and other, net
|
2,279
|
1,968
|
||||||
|
Interest income from investments
|
(24
|
)
|
(1,543
|
)
|
||||
|
Equity-based awards compensation expense
|
1,771
|
1,997
|
||||||
|
Change in revaluation of put-right liability
|
404
|
80
|
||||||
|
Change in fair value of contingent earn-out consideration
|
(4,822
|
)
|
(612
|
)
|
||||
|
Clinic closure costs (1)
|
242
|
126
|
||||||
|
Business acquisition related costs (2)
|
480
|
-
|
||||||
|
ERP implementation costs (3)
|
62
|
-
|
||||||
|
Loss on sale of a partnership
|
123
|
-
|
||||||
|
Other loss (income)
|
(75
|
)
|
(62
|
)
|
||||
|
Allocation to non-controlling interests
|
(527
|
)
|
(463
|
)
|
||||
|
$
|
19,539
|
$
|
16,771
|
|||||
|
Operating Results (a non-GAAP measure)
|
||||||||
|
Net income attributable to USPH shareholders
|
$
|
9,899
|
$
|
8,046
|
||||
|
Adjustments:
|
||||||||
|
Change in fair value of contingent earn-out consideration
|
(4,822
|
)
|
(612
|
)
|
||||
|
Change in revaluation of put-right liability
|
404
|
80
|
||||||
|
Clinic closure costs (1)
|
242
|
126
|
||||||
|
Business acquisition related costs (2)
|
480
|
-
|
||||||
|
ERP implementation costs (3)
|
62
|
-
|
||||||
|
Loss on sale of a partnership
|
123
|
-
|
||||||
|
Allocation to non-controlling interest
|
(10
|
)
|
(16
|
)
|
||||
|
Tax effect at statutory rate (federal and state)
|
935
|
108
|
||||||
|
$
|
7,313
|
$
|
7,732
|
|||||
|
Operating Results per share (a non-GAAP measure)
|
$
|
0.48
|
$
|
0.51
|
||||
|
Earnings per share
|
||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||
|
Net income attributable to USPH shareholders
|
$
|
9,899
|
$
|
8,046
|
||||
|
Charges to retained earnings:
|
||||||||
|
Revaluation of redeemable non-controlling interest
|
2,903
|
(1,439
|
)
|
|||||
|
Tax effect at statutory rate (federal and state)
|
(742
|
)
|
368
|
|||||
|
$
|
12,060
|
$
|
6,975
|
|||||
|
Earnings per share (basic and diluted)
|
$
|
0.80
|
$
|
0.46
|
||||
|
Shares used in computation - basic and diluted
|
15,132
|
15,017
|
||||||
|
(1) Costs associated with the closure of 7 and 6 clinics during the 2025
First Quarter and the 2024 First Quarter, respectively.
|
|
(2) Primarily consists of legal and consulting expenses related to the
acquisitions of equity interests in certain partnerships.
(3) Consists of costs related to a one-time financial systems upgrade.
|
|
U.S. Physical Therapy Press Release
|
Page 12
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES TO THE MOST COMPARABLE GAAP MEASURES
(IN THOUSANDS, EXCEPT PER SHARE DATA AND PERCENTAGES)
The tables below reconcile other non-GAAP measures to the most directly comparable GAAP
measures.
|
Three Months Ended
|
||||||||||||
|
March 31, 2025
|
||||||||||||
|
As Reported
(GAAP) |
Adjustments (1)
|
As Adjusted
(Non-GAAP) |
||||||||||
|
(in thousands, except percentages)
|
||||||||||||
|
Segment information - Physical Therapy Operations
|
||||||||||||
|
Salaries and related costs, clinics (2)
|
$
|
91,799
|
$
|
(75
|
)
|
$
|
91,724
|
|||||
|
Operating costs, clinics (2)
|
$
|
128,971
|
$
|
(75
|
)
|
$
|
128,896
|
|||||
|
Gross profit
|
$
|
25,468
|
$
|
75
|
$
|
25,543
|
||||||
|
Gross margin
|
16.3
|
%
|
*
|
16.3
|
%
|
|||||||
|
Number of visits
|
1,443,805
|
1,443,805
|
||||||||||
|
Salaries and related costs per visit, clinics
|
$
|
63.58
|
$
|
(0.05
|
)
|
$
|
63.53
|
|||||
|
Operating costs per visit, clinics
|
$
|
89.33
|
$
|
(0.05
|
)
|
$
|
89.28
|
|||||
|
(1) Certain incentive costs related to the Metro acquisition. We believe that presenting this information will allow investors to evaluate the performance of the
Company's business more objectively.
(2) Excludes costs related to management contracts.
* Not meaningful
|
||||||||||||
|
U.S. Physical Therapy Press Release
|
Page 13
|
|
May 7, 2025
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL AND PERFORMANCE METRICS
Revenue Metrics
|
Number of Clinics(2)
|
Net Rate Per Visit(1)
|
Visits(1)
|
Average Visits Per Day(1)
|
|||||||||||||||||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||||||||||||||
|
First quarter
|
736
|
679
|
$
|
105.66
|
$
|
103.37
|
1,443,805
|
1,268,002
|
31.4
|
29.5
|
||||||||||||||||||||||
|
Second quarter
|
-
|
681
|
-
|
$
|
105.05
|
-
|
1,335,335
|
-
|
30.6
|
|||||||||||||||||||||||
|
Third quarter
|
-
|
661
|
-
|
$
|
105.65
|
-
|
1,317,051
|
-
|
30.1
|
|||||||||||||||||||||||
|
Fourth Quarter
|
-
|
729
|
-
|
$
|
104.73
|
-
|
1,432,801
|
-
|
31.7
|
|||||||||||||||||||||||
|
Year
|
-
|
729
|
-
|
$
|
104.71
|
1,443,805
|
5,353,189
|
-
|
30.4
|
|||||||||||||||||||||||
Clinic Count Roll Forward (2)
|
Three Months Ended
|
|||
|
March 31, 2025
|
March 31, 2024
|
||
|
Number of clinics owned or managed, beginning of period
|
729
|
671
|
|
|
Additions (3)
|
14
|
14
|
|
|
Closed or sold
|
(7)
|
(6)
|
|
|
Number of clinics owned or managed, end of period
|
736
|
679
|
|
|
(1)
|
See definition of the metrics above in the Glossary of Terms – Revenue Metrics section on page
5.
|
|
(2)
|
The Company also manages clinics owned by third parties through management contracts. In addition
to the clinic count shown above, as of March 31, 2025, the Company managed 37 clinics bringing the total owned/managed clinics to 773. As of March 31, 2024, the Company managed 41
clinics bringing the total owned/managed clinics to 720.
|
|
(1)
|
Includes clinics added through acquisitions.
|