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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)
|
(Zip Code)
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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))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
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Emerging growth compan
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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.
|
◻
|
|
Exhibits
|
Description of Exhibits
|
|
|
Registrant's Press Release dated August 6, 2020 *
|
||
|
U.S. PHYSICAL THERAPY, INC.
|
|||||||
|
Dated: August 6, 2020
|
By:
|
/s/ LAWRANCE W. MCAFEE
|
|||||
|
Lawrance W. McAfee
|
|||||||
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Chief Financial Officer
|
|||||||
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(duly authorized officer and principal financial and accounting officer)
|
|||||||

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U.S. Physical Therapy Press Release
|
Page 2
|
|
August 6, 2020
|
|
|
•
|
Reported net revenues in the second quarter of 2020 was $83.9 million as compared to $126.4 million in the 2019 Second Quarter.
Adjusted for the clinics sold in 2019 and 2020, net patient revenues were $83.7 million in the 2020 Second Quarter compared to $118.8 million in the 2019 Second Quarter. The remaining reduction in revenue of $35.1 million is due to the
adverse effects of the COVID-19 pandemic.
|
|
•
|
Net patient revenues from physical therapy operations was approximately $72.3 million in the 2020 Second Quarter and $113.4 million in
the 2019 Second Quarter. Included in net patient revenues for the 2020 Second Quarter was $5.0 million related to clinics opened or acquired after June 30, 2019 (“New Clinics”). Included in net patient revenues for the 2019 Second
Quarter was $7.8 million related in clinics sold in the six months ended June 30, 2019 and 2020. During the 2019 six month period, the Company sold its interest in a partnership that included 30 clinics and during the 2020 six month
period, the Company sold its interest in 11 closed clinics.
|
|
•
|
The average net patient revenue per visit was $106.97 for the 2020 Second Quarter and $107.16 for the 2019 Second Quarter. Total
patient visits were 675,700 in the 2020 Second Quarter and 1,058,000 for the 2019 Second Quarter.
|
|
•
|
Revenue from physical therapy management contracts was $1.6 million for the second quarter of 2020 and $2.2 million in 2019 comparable
period.Revenue from physical therapy management contracts was $1.6 million for the second quarter of 2020 and $2.2 million in 2019 comparable period.
|
|
•
|
Revenue from the industrial injury prevention business was $9.7 million in the 2020 Second Quarter compared to $10.3 million in the
2019 Second Quarter. Revenue from the industrial injury prevention business was $9.7 million in the 2020 Second Quarter compared to $10.3 million in the 2019 Second Quarter.
|
|
•
|
Other miscellaneous revenue was $0.3 million in the 2020 Second Quarter and $0.5 million in the 2019 Second Quarter. Other
miscellaneous revenue include physical therapy services, including athletic trainers, provided on-site such as for schools.Other miscellaneous revenue was $0.3 million in the 2020 Second Quarter and $0.5 million in the 2019 Second
Quarter. Other miscellaneous revenue include physical therapy services, including athletic trainers, provided on-site such as for schools.
|
|
•
|
Total operating costs, excluding closure costs, were $64.5 million in the 2020 Second Quarter, or 76.9% of net revenues, as
compared to $94.9 million in the 2019 Second Quarter, or 75.1% of net revenues. Included in operating costs for the 2020 quarter was $3.8 million related to New Clinics, of which $2.6 million related the clinics acquired in September
2019 and February 2020. Adjusted for the operating costs for clinics related to the partnership interest sold in 2019 of $5.8 million, operating costs for clinic opened or acquired prior to July 1, 2019 (“Mature Clinics”) were reduced
by $26.9 million in the Second Quarter 2020 compared to the Second Quarter 2019 . In addition, operating costs related to the industrial injury prevention business were reduces $0.8 million and related to management contracts $0.7
million. Closure costs of $0.1 million include estimates of remaining lease obligations and other costs. Total salaries and related costs, including physical therapy operations and the industrial injury prevention business, were 51.8%
of net revenues in the 2020 Second Quarter versus 55.9% in the 2019 Second Quarter. Rent, supplies, contract labor and other costs as a percentage of net revenues were 24.2% in the 2020 Second Quarter versus 18.2% in the 2019 Second
Quarter. The provision for doubtful accounts as a percentage of net revenue was 0.9% in the 2020 Second Quarter and 1.0% in the 2019 Second Quarter.
|
|
•
|
Gross profit for the 2020 Second Quarter, excluding closure costs, was $19.3 million, as compared to $31.4 million in the 2019
Second Quarter. The gross profit percentage, excluding closure costs, was 23.1% of net revenue in the 2020 Second Quarter as compared to 24.9% in the 2019 Second Quarter. The gross profit percentage for the Company’s physical therapy
clinics, excluding closure costs, was 21.7% in the 2020 Second Quarter as compared to 24.7% in the 2019 Second Quarter. The gross profit percentage on physical therapy management contracts was 26.9% in the 2020 Second Quarter as
compared to 15.4% in the 2019 Second Quarter. The gross profit for the industrial injury prevention business was $3.2 million, or 32.9%, in the 2020 Second Quarter as compared to $3.0 million, or 29.2%, in the 2019 Second Quarter.
|
|
•
|
Corporate office costs were $9.0 million in the 2020 Second Quarter compared to $11.5 million in the 2019 Second Quarter. Corporate
office costs were 10.8% of net revenues for the 2020 Second Quarter as compared to 9.1% for the 2019 Second Quarter.
|
|
•
|
Operating income for the 2020 Second Quarter was $10.3 million as compared to $19.9 million for the 2019 Second Quarter. Operating
income as a percentage of net revenue decreased from 15.7% in the 2019 period to 12.2% in 2020. For the 2020 Second Quarter, operating income increased $6.2 million or 3.6% compared to the first quarter of 2020. See discussion above
related to effects of COVID-19.
|
|
•
|
Included in other income was the gain of $1.1 million in the second quarter of 2020 resulting from the sale of 11 previously closed
clinics and, as previously disclosed, a gain of $5.8 million in the second quarter of 2019 resulted from the sale of a partnership interest which included 30 clinics. Also, included in other income in the second quarter of 2020 was $7.9
of Relief Funds. The Relief Funds do not have to be repaid and were used for operations and offset of reduced revenues due to the COVID-19 pandemic.
|
|
•
|
Interest expense was $653,000 in the 2020 Second Quarter and $607,000 in the 2019 Second Quarter due to higher borrowings under the
Company’s revolving credit line.
|
|
•
|
The provision for income tax was $3.9 million for the 2020 Second Quarter and $5.3 million for the 2019 Second Quarter. The provision
for income tax as a percentage of income before taxes less net income attributable to non-controlling interest was 27.5% for the 2020 Second Quarter and 26.7% for the 2019 Second Quarter.
|
|
•
|
Net income attributable to non-controlling interests (permanent equity) was $1.5 million in the 2020 Second Quarter and $1.8 million
in the 2019 Second Quarter. Net income attributable to redeemable non-controlling interests (temporary equity) was $3.0 million in the 2020 Second Quarter and $3.4 million in the 2019 Second Quarter.
|
|
U.S. Physical Therapy Press Release
|
Page 3
|
|
August 6, 2020
|
|
•
|
Reported net revenues in the 2020 Six Months was $196.6 million as compared to $242.6 million in the 2019 Six Months. Adjusted for
the clinics sold in 2019 and 2020, net patient revenues were $195.6 million in the first half of 2020 as compared to $228.4 million in the first half of 2019. The remaining reduction in revenue of $32.8 million is due to the adverse
effects of the COVID-19 pandemic.
|
|
•
|
Net patient revenues from physical therapy operations was approximately $172.4 million in the 2020 Six Months and $220.0 million in
the 2019 Six Months. Included in net patient revenues for the 2020 Six Months was $9.1 million related to New Clinics. Included in net patient revenues for the 2020 Six Months was $1.0 million related to clinics sold in the six months
ended 2020. Included in net patient revenues for the 2019 Six Months was $14.2 million related to clinics sold in the six months ended June 30, 2019 and 2020. During the 2019 six month period, the Company sold its interest in a
partnership with 30 clinics and during the 2020 six month period, the Company sold its interest in 11 closed clinics.
|
|
•
|
The average net patient revenue per visit was $104.70 for the 2020 Six Months and $106.83 for the 2019 Six Months. Total patient
visits were 1,646,700 in the first half of 2020 and 2,059,000 in the first half of 2019.
|
|
•
|
Revenue from physical therapy management contracts was $3.7 million for the 2020 Six Months and $4.4 million in 2019 Six Months. |
|
•
|
Revenue from the industrial injury prevention business was $19.5 million in the 2020 Six Months compared to $17.2 million in the 2019
Six Months.
|
|
•
|
Other miscellaneous revenue was $0.9 million in the 2020 Six Months and $1.0 million in the 2019 Six Months. Other miscellaneous
revenue include physical therapy services, including athletic trainers, provided on-site such as for schools.
|
|
•
|
Total operating costs, excluding closure costs, were $157.8 million in the 2020 Six Months, or 80.3% of net revenues, as compared to
$184.5 million in the 2019 Six Months, or 76.0% of net revenues. Included in operating costs for the 2020 Six Months was $7.3 million related to New Clinics, of which $4.6 million related the clinics acquired in September 2019 and
February 2020. Adjusted for the operating costs for clinics related to the partnership interest sold in 2019 of $11.3 million, operating costs for Mature Clinics were reduced by $24.1 million in the 2020 Six Months compared to the 2019
Six Months and operating costs related to management contracts decreased $0.7 million. Operating costs related to the industrial injury prevention business increased $2.0 million. Closure costs of $3.8 million include estimates of
remaining lease obligations, write-off of goodwill and other costs related to closed clinics. Total salaries and related costs, including physical therapy operations and the industrial injury prevention business, were 57.2% of net
revenues in the 2020 Six Months versus 56.4% in the 2019 Six Months. Rent, supplies, contract labor and other costs as a percentage of net revenues were 22.0% in the 2020 Six Months versus 18.6% in the 2019 Six Months. The provision for
doubtful accounts as a percentage of net revenue was 1.1 % in the 2020 first six months and 1.0% in the 2019 first six months.
|
|
•
|
Gross profit for the 2020 Six Months, excluding closure costs, was $38.8 million, as compared to $58.1 million in the 2019 Six Months.
The gross profit percentage, excluding closure costs, was 19.7% of net revenue in the 2020 Six Months as compared to 24.0% in the 2019 Six Months. The gross profit percentage for the Company’s physical therapy clinics, excluding closure
costs, was 19.2% in the 2020 Six Months as compared to 23.9% in the 2019 Six Months. The gross profit percentage on physical therapy management contracts was 20.5% in the 2020 Six Months as compared to 16.9% in the 2019 Six Months. The
gross profit for the industrial injury prevention business was $4.8 million, or 24.8%, in the 2020 Six Months as compared to $4.5 million, or 26.4%, in the 2019 Six Months.
|
|
•
|
Corporate office costs were $20.7 million in the 2020 Six Months compared to $22.8 million in the 2019 Six Months. Corporate office
costs were 10.5% of net revenues for the 2020 Six Months as compared to 9.4% for the 2019 Six Months
|
|
•
|
Operating income for the 2020 Six Months was $14.3 million as compared to $35.3 million for the 2019 Six Months. Operating income as a
percentage of net revenue decreased from 14.6% in the 2019 period to 7.3% in 2020 comparable period. See discussion above related to effects of COVID-19.
|
|
•
|
Included in other income was the gain of $1.1 million in the 2020 Six Months resulting from the sale of 11 previously closed clinics
and, as previously disclosed, a gain of $5.8 million in the 2019 Six Months resulted from the sale of a partnership interest with 30 clinics. Also, included in other income in the 2020 Six Months was $7.9 of Relief Funds. The Relief
Funds do not have to be repaid and were used for operations and offset of reduced revenues due to the COVID-19 pandemic.
|
|
•
|
Interest expense was $1.1 million in the 2020 Six Months and $1.0 in the 2019 Six Months due to higher borrowings under the Company’s
revolving credit line.
|
|
•
|
The provision for income tax was $4.2 million for the 2020 Six Months and $8.0 million for the 2019 Six Months. The provision for
income tax as a percentage of income before taxes less net income attributable to non-controlling interest was 27.1% for the 2020 Six Months and 25.8% for the 2019 Six Months.
|
|
•
|
Net income attributable to non-controlling interests (permanent equity) was $2.0 million in the 2020 Six Months and $3.3 million in
the 2019 Six Months. Net income attributable to redeemable non-controlling interests (temporary equity) was $4.8 million in the 2020 Six Months and $5.8 million in the 2019 Six Months.
|
|
U.S. Physical Therapy Press Release
|
Page 4
|
|
August 6, 2020
|
|
U.S. Physical Therapy Press Release
|
Page 5
|
|
August 6, 2020
|
|
•
|
the multiple effects of the impact of public health crises and epidemics/pandemics, such as the novel strain of COVID-19
(coronavirus) which the financial magnitude cannot be currently estimated;
|
|
•
|
changes as the result of government enacted national healthcare reform;
|
|
•
|
changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or
enrollment status;
|
|
•
|
revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
|
|
•
|
business and regulatory conditions including federal and state regulations;
|
|
•
|
governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or
reputational harm and increased costs;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
revenue and earnings expectations;
|
|
•
|
legal actions, which could subject us to increased operating costs and uninsured liabilities;
|
|
•
|
general economic conditions;
|
|
•
|
availability and cost of qualified physical therapists;
|
|
•
|
personnel productivity and retaining key personnel;
|
|
•
|
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;
|
|
•
|
competitive environment in the industrial injury prevention business, which could result in the termination or non-renewal of
contractual service arrangements and other adverse financial consequences for that service line;
|
|
•
|
acquisitions and the successful integration of the operations of the acquired businesses;
|
|
•
|
impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non
controlling interests (minority interests)
|
|
•
|
maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;
|
|
•
|
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;
|
|
•
|
maintaining adequate internal controls;
|
|
•
|
maintaining necessary insurance coverage;
|
|
•
|
availability, terms, and use of capital; and
|
|
•
|
weather and other seasonal factors.
|
|
U.S. Physical Therapy Press Release
|
Page 6
|
|
August 6, 2020
|
|
Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
|
June 30, 2020
|
June 30, 2019
|
June 30, 2020
|
June 30, 2019
|
|||||||||||||
|
Net patient revenues
|
$
|
72,279
|
$
|
113,363
|
$
|
172,405
|
$
|
220,013
|
||||||||
|
Other revenues
|
11,578
|
13,010
|
24,169
|
22,591
|
||||||||||||
|
Net revenues
|
83,857
|
126,373
|
196,574
|
242,604
|
||||||||||||
|
Operating costs:
|
||||||||||||||||
|
Salaries and related costs
|
43,429
|
70,669
|
112,433
|
136,936
|
||||||||||||
|
Rent, supplies, contract labor and other
|
20,311
|
23,026
|
43,220
|
45,070
|
||||||||||||
|
Provision for doubtful accounts
|
739
|
1,240
|
2,100
|
2,446
|
||||||||||||
|
Closure costs - lease and other
|
94
|
13
|
1,987
|
9
|
||||||||||||
|
Closure costs - write-off of goodwill
|
-
|
-
|
1,859
|
-
|
||||||||||||
|
Total operating costs
|
64,573
|
94,948
|
161,599
|
184,461
|
||||||||||||
|
Gross profit
|
19,284
|
31,425
|
34,975
|
58,143
|
||||||||||||
|
Corporate office costs
|
9,022
|
11,527
|
20,699
|
22,820
|
||||||||||||
|
Operating income
|
10,262
|
19,898
|
14,276
|
35,323
|
||||||||||||
|
Other income and expense
|
||||||||||||||||
|
Relief Funds
|
7,959
|
-
|
7,959
|
-
|
||||||||||||
|
Gain on sale of partnership interest and clinics
|
1,073
|
5,823
|
1,073
|
5,823
|
||||||||||||
|
Interest and other income, net
|
4
|
4
|
47
|
20
|
||||||||||||
|
Interest expense - debt and other
|
(653
|
)
|
(607
|
)
|
(1,080
|
)
|
(965
|
)
|
||||||||
|
Total other income and expense
|
8,383
|
5,220
|
7,999
|
4,878
|
||||||||||||
|
Income before taxes
|
18,645
|
25,118
|
22,275
|
40,201
|
||||||||||||
|
Provision for income taxes
|
3,882
|
5,318
|
4,174
|
8,026
|
||||||||||||
|
Net income
|
14,763
|
19,800
|
18,101
|
32,175
|
||||||||||||
|
Less: net income attributable to non-controlling interests:
|
||||||||||||||||
|
Non-controlling interests - permanent equity
|
(1,535
|
)
|
(1,802
|
)
|
(2,061
|
)
|
(3,339
|
)
|
||||||||
|
Redeemable non-controlling interests - temporary equity
|
(2,996
|
)
|
(3,378
|
)
|
(4,792
|
)
|
(5,773
|
)
|
||||||||
|
(4,531
|
)
|
(5,180
|
)
|
(6,853
|
)
|
(9,112
|
)
|
|||||||||
|
Net income attributable to USPH shareholders
|
$
|
10,232
|
$
|
14,620
|
$
|
11,248
|
$
|
23,063
|
||||||||
|
Basic and diluted earnings per share attributable to USPH shareholders
|
$
|
0.99
|
$
|
0.85
|
$
|
1.19
|
$
|
1.24
|
||||||||
|
Shares used in computation - basic and diluted
|
12,843
|
12,767
|
12,820
|
12,738
|
||||||||||||
|
Dividends declared per common share
|
$
|
-
|
$
|
0.27
|
$
|
0.32
|
$
|
0.54
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 7
|
|
August 6, 2020
|
|
June 30, 2020
|
December 31, 2019
|
|||||||
|
ASSETS
|
(unaudited)
|
|||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
43,555
|
$
|
23,548
|
||||
|
Patient accounts receivable, less allowance for doubtful accounts of $2,470 and $2,698, respectively
|
36,029
|
46,228
|
||||||
|
Accounts receivable - other
|
9,983
|
9,823
|
||||||
|
Other current assets
|
2,572
|
5,787
|
||||||
|
Total current assets
|
92,139
|
85,386
|
||||||
|
Fixed assets:
|
||||||||
|
Furniture and equipment
|
55,914
|
54,942
|
||||||
|
Leasehold improvements
|
33,631
|
33,247
|
||||||
|
Fixed assets, gross
|
89,545
|
88,189
|
||||||
|
Less accumulated depreciation and amortization
|
67,011
|
66,099
|
||||||
|
Fixed assets, net
|
22,534
|
22,090
|
||||||
|
Operating lease right-of-use assets
|
82,965
|
81,586
|
||||||
|
Goodwill
|
330,894
|
317,676
|
||||||
|
Other identifiable intangible assets, net
|
54,895
|
52,588
|
||||||
|
Other assets
|
1,591
|
1,519
|
||||||
|
Total assets
|
$
|
585,018
|
$
|
560,845
|
||||
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable - trade
|
$
|
1,802
|
$
|
2,494
|
||||
|
Accrued expenses
|
51,325
|
30,855
|
||||||
|
Current portion of operating lease liabilities
|
29,591
|
26,486
|
||||||
|
Current portion of notes payable
|
4,635
|
728
|
||||||
|
Total current liabilities
|
87,353
|
60,563
|
||||||
|
Notes payable, net of current portion
|
685
|
4,361
|
||||||
|
Revolving line of credit
|
33,000
|
46,000
|
||||||
|
Deferred taxes
|
8,930
|
10,071
|
||||||
|
Operating lease liabilities, net of current portion
|
61,242
|
60,258
|
||||||
|
Other long-term liabilities
|
392
|
141
|
||||||
|
Total liabilities
|
191,602
|
181,394
|
||||||
|
Redeemable non-controlling interests - temporary equity
|
136,728
|
137,750
|
||||||
|
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, 15,057,859 and 14,989,337 shares issued, respectively
|
151
|
150
|
||||||
|
Additional paid-in capital
|
91,258
|
87,383
|
||||||
|
Retained earnings
|
195,473
|
184,352
|
||||||
|
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
|
Total USPH shareholders’ equity
|
255,254
|
240,257
|
||||||
|
Non-controlling interests - permanent equity
|
1,434
|
1,444
|
||||||
|
Total USPH shareholders' equity and non-controlling interests
|
256,688
|
241,701
|
||||||
|
Total liabilities, redeemable non-controlling interests, USPH shareholders' equity and non-controlling interests
|
$
|
585,018
|
$
|
560,845
|
||||
|
U.S. Physical Therapy Press Release
|
Page 8
|
|
August 6, 2020
|
|
|
Six Months Ended
|
|||||||
|
|
June 30, 2020
|
June 30, 2019
|
||||||
|
OPERATING ACTIVITIES
|
||||||||
|
Net income including non-controlling interests
|
$
|
18,101
|
$
|
32,175
|
||||
|
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
|
||||||||
|
Depreciation and amortization
|
5,333
|
4,958
|
||||||
|
Provision for doubtful accounts
|
2,100
|
2,446
|
||||||
|
Equity-based awards compensation expense
|
3,389
|
3,558
|
||||||
|
Deferred income taxes
|
(1,737
|
)
|
5,421
|
|||||
|
Loss on sale of fixed assets
|
429
|
-
|
||||||
|
Gain on sale of partnership interest, net of tax
|
(1,073
|
)
|
(5,514
|
)
|
||||
|
Write-off of goodwill - closed clinics
|
1,859
|
-
|
||||||
|
Other
|
-
|
21
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Decrease (increase) in patient accounts receivable
|
8,880
|
(4,956
|
)
|
|||||
|
Decrease (increase) in accounts receivable - other
|
283
|
(2,468
|
)
|
|||||
|
Decrease (increase) in other assets
|
5,969
|
(2,759
|
)
|
|||||
|
Increase (decrease) in accounts payable and accrued expenses
|
4,478
|
(3,560
|
)
|
|||||
|
Increase (decrease) in other liabilities
|
345
|
(701
|
)
|
|||||
|
Net cash provided by operating activities
|
48,356
|
28,621
|
||||||
|
|
||||||||
|
INVESTING ACTIVITIES
|
||||||||
|
Purchase of fixed assets
|
(4,628
|
)
|
(4,876
|
)
|
||||
|
Purchase of majority interest in businesses, net of cash acquired
|
(11,633
|
)
|
(18,239
|
)
|
||||
|
Purchase of redeemable non-controlling interest, temporary equity
|
(2,388
|
)
|
(2,053
|
)
|
||||
|
Purchase of non-controlling interest, permanent equity
|
(144
|
)
|
(138
|
)
|
||||
|
Proceeds on sale of redeemable non-controlling interest, temporary equity
|
19
|
-
|
||||||
|
Proceeds on sales of partnership interest and clinics
|
674
|
-
|
||||||
|
Proceeds on sale of fixed assets
|
21
|
65
|
||||||
|
Net cash used in investing activities
|
(18,079
|
)
|
(25,241
|
)
|
||||
|
|
||||||||
|
FINANCING ACTIVITIES
|
||||||||
|
Distributions to non-controlling interests, permanent and temporary equity
|
(5,707
|
)
|
(7,934
|
)
|
||||
|
Cash dividends paid to shareholders
|
(4,110
|
)
|
(6,891
|
)
|
||||
|
Proceeds from revolving line of credit
|
99,000
|
80,000
|
||||||
|
Payments on revolving line of credit
|
(112,000
|
)
|
(56,000
|
)
|
||||
|
Principal payments on notes payable
|
(314
|
)
|
(1,057
|
)
|
||||
|
Medicare Accelerated and Advance Payment Funds
|
12,861
|
-
|
||||||
|
Other
|
-
|
(7
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
(10,270
|
)
|
8,111
|
|||||
|
|
||||||||
|
Net increase in cash and cash equivalents
|
20,007
|
11,491
|
||||||
|
Cash and cash equivalents - beginning of period
|
23,548
|
23,368
|
||||||
|
Cash and cash equivalents - end of period
|
$
|
43,555
|
$
|
34,859
|
||||
|
|
||||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Income taxes
|
$
|
57
|
$
|
4,339
|
||||
|
Interest
|
$
|
944
|
$
|
902
|
||||
|
Non-cash investing and financing transactions during the period:
|
||||||||
|
Purchase of businesses - seller financing portion
|
$
|
300
|
$
|
4,000
|
||||
|
Purchase of business - payable to common shareholders of acquired business
|
$
|
-
|
$
|
502
|
||||
|
Purchase of redeemable non-controlling interest - notes payable
|
$
|
137
|
$
|
-
|
||||
|
Payable due to purchase of redeemable non-controlling interest
|
$
|
699
|
$
|
-
|
||||
|
Receivables related to sale of partnership interest
|
$
|
-
|
$
|
11,601
|
||||
|
Note receivables related to sale of partnership interest
|
$
|
386
|
$
|
2,780
|
||||
|
Payable related to purchase of partnership interest - settlement of redeemable non-controlling interest
|
$
|
-
|
$
|
2,200
|
||||
|
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 9
|
|
August 6, 2020
|
|
U.S. Physical Therapy Press Release
|
Page 10
|
|
August 6, 2020
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
10,232
|
$
|
14,620
|
$
|
11,248
|
$
|
23,063
|
||||||||
|
Credit (charges) to retained earnings:
|
||||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
3,344
|
(5,169
|
)
|
5,473
|
(9,830
|
)
|
||||||||||
|
Tax effect at statutory rate (federal and state) of 26.25%
|
(878
|
)
|
1,356
|
(1,437
|
)
|
2,580
|
||||||||||
|
$
|
12,698
|
$
|
10,807
|
$
|
15,284
|
$
|
15,813
|
|||||||||
|
Earnings per share (basic and diluted)
|
$
|
0.99
|
$
|
0.85
|
$
|
1.19
|
$
|
1.24
|
||||||||
|
|
||||||||||||||||
|
Adjustments:
|
||||||||||||||||
|
Charges incurred for CFO search
|
-
|
-
|
133
|
-
|
||||||||||||
|
Closure costs
|
94
|
-
|
3,846
|
-
|
||||||||||||
|
Gain on sale of partnership interest and clinics
|
(1,073
|
)
|
(5,823
|
)
|
(1,073
|
)
|
(5,823
|
)
|
||||||||
|
Relief Funds
|
(7,958
|
)
|
-
|
(7,958
|
)
|
-
|
||||||||||
|
Allocation to non-controlling interest
|
1,900
|
-
|
1,900
|
-
|
||||||||||||
|
Revaluation of redeemable non-controlling interest
|
(3,344
|
)
|
5,169
|
(5,473
|
)
|
9,830
|
||||||||||
|
Tax effect at statutory rate (federal and state) of 26.25%
|
2,725
|
172
|
2,264
|
(1,052
|
)
|
|||||||||||
|
Operating Results (without Relief Funds)
|
$
|
5,042
|
$
|
10,325
|
$
|
8,923
|
$
|
18,768
|
||||||||
|
Relief Funds
|
7,958
|
-
|
7,958
|
-
|
||||||||||||
|
Tax effect at statutory rate (federal and state) of 26.25%
|
(2,089
|
)
|
-
|
(2,089
|
)
|
-
|
||||||||||
|
Operating Results (including Relief Funds)
|
$
|
10,911
|
$
|
10,325
|
$
|
14,792
|
$
|
18,768
|
||||||||
|
Basic and diluted Operating Results (without Relief Funds) per share
|
$
|
0.39
|
$
|
0.81
|
$
|
0.70
|
$
|
1.47
|
||||||||
|
Basic and diluted Operating Results (including Relief Funds) per share
|
$
|
0.85
|
$
|
0.81
|
$
|
1.15
|
$
|
1.47
|
||||||||
|
Shares used in computation - basic and diluted
|
12,843
|
12,767
|
12,820
|
12,738
|
||||||||||||
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
10,232
|
$
|
14,620
|
$
|
11,248
|
$
|
23,063
|
||||||||
|
|
||||||||||||||||
|
Adjustments:
|
||||||||||||||||
|
Depreciation and amortization
|
2,726
|
2,520
|
5,333
|
4,920
|
||||||||||||
|
Closure costs - write-off of goodwill
|
-
|
-
|
1,859
|
-
|
||||||||||||
|
Relief Funds
|
(7,958
|
)
|
-
|
(7,958
|
)
|
-
|
||||||||||
|
Interest income
|
(4
|
)
|
(4
|
)
|
(47
|
)
|
(20
|
)
|
||||||||
|
Interest expense - debt and other
|
653
|
607
|
1,080
|
965
|
||||||||||||
|
Provision for income taxes
|
3,882
|
5,318
|
4,174
|
8,026
|
||||||||||||
|
Equity-based awards compensation expense
|
1,503
|
1,830
|
3,389
|
3,558
|
||||||||||||
|
|
||||||||||||||||
|
Adjusted EBITDA (without Relief Funds)
|
$
|
11,034
|
$
|
24,891
|
$
|
19,078
|
$
|
40,512
|
||||||||
|
Relief Funds
|
7,958
|
-
|
7,958
|
-
|
||||||||||||
|
Adjusted EBITDA
|
$
|
18,992
|
$
|
24,891
|
$
|
27,036
|
$
|
40,512
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 11
|
|
August 6, 2020
|
|
Date
|
Number of Clinics
|
|
March 31, 2019
|
590
|
|
June 30, 2019
|
564
|
|
September 30, 2019
|
574
|
|
December 31, 2019
|
583
|
|
March 31, 2020
|
567
|
|
June 30, 2020
|
554
|