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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.)
|
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
|
|
|
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 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.
|
◻
|
|
Exhibits
|
Description of Exhibits
|
|
|
Registrant's Press Release dated February 25, 2021*
|
||
|
U.S. PHYSICAL THERAPY, INC.
|
|||||||
|
Dated: February 25, 2021
|
By:
|
/s/ CAREY HENDRICKSON
|
|||||
|
Carey Hendrickson
|
|||||||
|
Chief Financial Officer
|
|||||||
|
(duly authorized officer and principal financial and accounting officer)
|
|||||||

|
U.S. Physical Therapy Press Release
|
Page 2
|
|
February 25, 2021
|
|
|
•
|
Reported net revenues for year ended December 31, 2020 (“2020”) was $423.0 million as compared to $482.0 million for the year ended
December 31, 2019 (“2019”). See table below for a detail of reported net revenues (in thousands):
|
|
For the Year Ended
|
||||||||
|
December 31, 2020
|
December 31, 2019
|
|||||||
|
Revenues:
|
||||||||
|
Net patient revenues
|
$
|
373,340
|
$
|
433,345
|
||||
|
Management contract revenue
|
8,410
|
8,676
|
||||||
|
Other patient revenues
|
2,020
|
2,486
|
||||||
|
Physical therapy operations
|
$
|
383,770
|
$
|
444,507
|
||||
|
Industrial injury prevention services
|
39,199
|
37,462
|
||||||
|
|
$
|
422,969
|
$
|
481,969
|
||||
|
|
||||||||
|
•
|
Net patient revenues from physical therapy operations decreased approximately 13.8%, or $60.0 million, to $373.3 million in 2020 from
$433.3 million in 2019. Included in net patient revenues are revenues related to clinics sold or closed in 2020 and 2019 of $4.4 million in 2020 and $28.6 million in 2019. During 2020, the Company sold its interest in 14 clinics and
closed 34 clinics. During 2019, the Company sold its interest in a partnership which included 30 clinics and closed 11 clinics. For comparison purposes, adjusted for revenue from the clinics sold or closed, net patient revenues from
physical therapy operations was approximately $369.0 million in 2020, inclusive of $9.7 million related to clinics open or acquired in 2020 (“New Clinics”) and $404.8 million in 2019. Net patient revenues related to clinics opened or
acquired prior to 2020 and not closed or sold (“Mature Clinics”) decreased by $45.5 million in 2020 compared to 2019. The reduction is largely attributable to the adverse effects of the COVID-19 pandemic. See table below for a detail of
net patient revenues from physical therapy operations (in thousands):
|
|
For the Year Ended
|
||||||||
|
December 31, 2020
|
December 31, 2019
|
|||||||
|
Related to Mature Clinics
|
$
|
359,294
|
$
|
404,784
|
||||
|
Related to New Clinics
|
9,664
|
-
|
||||||
|
Related to 2019 sold and closed clinics
|
-
|
13,019
|
||||||
|
Related to 2020 sold and closed clinics
|
4,382
|
15,542
|
||||||
|
$
|
373,340
|
$
|
433,345
|
|||||
|
•
|
Including all clinics operational during 2020 and 2019, the average net patient revenue per visit was $105.66 and $105.90,
respectively. Total patient visits were 3,533,371 in 2020 and 4,091,967 in 2019. The reduction is largely attributable to the adverse effects of the COVID-19 pandemic.
|
|
•
|
Revenue from physical therapy management contracts was $8.4 million in 2020 and $8.7 million in 2019.
|
|
•
|
Revenue from the industrial injury prevention business was $39.2 million in 2020, an increase of $1.7 million, or 4.6%, as compared to
$37.5 million in 2019, inclusive of an acquisition in April 2019.
|
|
•
|
Other miscellaneous revenue was $2.0 million in 2020 and $2.5 million in 2019. Other miscellaneous revenue includes a variety of
services, including athletic trainers provided for schools and athletic events.
|
|
•
|
Total operating costs, excluding closure costs, were $324.6 million in 2020, as compared to $369.5 million in 2019. Operating costs
were 76.7% as a percentage of net revenues in both 2020 and 2019. Included in operating costs for 2020 was $8.4 million related to New Clinics. Operating costs for Mature Clinics decreased by $31.3 million in 2020 compared to 2019.
Operating costs related to management contracts decreased by $0.7 million. Operating costs related to the industrial injury prevention business stayed relatively the same. Closure costs in the current period of $3.9 million include
estimates of remaining lease obligations, derecognition of goodwill and other costs related to closed and sold clinics. See table below for a detail of operating costs, excluding closure costs (in thousands):
|
|
|
For the Year Ended
|
|||||||
|
|
December 31, 2020
|
December 31, 2019
|
||||||
|
Physical Therapy Operations
|
||||||||
|
Related to Mature Clinics
|
$
|
274,781
|
$
|
306,128
|
||||
|
Related to New Clinics
|
8,416
|
-
|
||||||
|
Related to 2019 sold and closed clinics
|
40
|
12,283
|
||||||
|
Related to 2020 sold and closed clinics
|
5,583
|
14,588
|
||||||
|
Physical therapy management contracts
|
6,654
|
7,389
|
||||||
|
Total Physical Therapy Operations
|
295,474
|
340,388
|
||||||
|
Industrial injury prevention services
|
29,114
|
29,082
|
||||||
|
Total operating costs, excluding closure costs
|
$
|
324,588
|
$
|
369,470
|
||||
|
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 3
|
|
February 25, 2021
|
|
|
•
|
Total salaries and related costs, including physical therapy operations and the industrial injury prevention business, decreased by
$38.6 million in 2020 as compared to 2019 and were 55.7% of net revenues in 2020 versus 56.9% in 2019. Rent, supplies, contract labor and other costs decreased by $6.0 million in 2020 as compared to 2019 and were 19.9% as a percentage
of net revenues in 2020 versus 18.8% in 2019. The provision for credit losses as a percentage of net revenue was 1.1% in 2020 and 1.0% in 2019.
|
|
•
|
Gross profit, excluding closure costs, for 2020 was $98.4 million as compared to $112.5 million in 2019. The gross profit percentage
for the Company’s physical therapy clinics was 23.1% in 2020 compared to 23.6% in 2019. The gross profit percentage on physical therapy management contracts increased to 20.9% in 2020 (an increase of 610 basis points) as compared to 14.8%
in the 2019. The gross profit for the industrial injury prevention business was $10.1 million, or 25.7% (an increase of 330 basis points), in 2020 as compared to $8.4 million, or 22.4%, in the comparable 2019 period. The table below
details the gross profit, excluding closure costs (in thousands):
|
|
|
For the Year Ended
|
|||||||
|
|
December 31, 2020
|
December 31, 2019
|
||||||
|
Gross profit, excluding closure costs:
|
||||||||
|
Physical therapy clinics
|
$
|
86,540
|
$
|
102,833
|
||||
|
Management contracts
|
1,755
|
1,287
|
||||||
|
Industrial injury prevention services
|
10,086
|
8,379
|
||||||
|
Gross profit, excluding closure costs
|
$
|
98,381
|
$
|
112,499
|
||||
|
|
||||||||
|
•
|
Corporate office costs were $42.0 million in 2020 compared to $45.0 million in 2019. Corporate office costs were 9.9% of net revenues for 2020 as compared to 9.3% for 2019. |
|
•
|
Operating income for 2020 was $52.4 million as compared to $67.4 million for 2019. Operating income as a percentage of net revenue was
12.4% in 2020 compared to 14.0% in 2019. See discussion above related to effects of COVID-19.
|
|
•
|
Included in other income was the gain of $1.1 million in 2020 resulting from the sale of 14 previously closed clinics and, in 2019, a
gain of $5.5 million resulting from the sale of a partnership interest with 30 clinics. Relief funds of $13.5 million are also included in other income in 2020. See discussion of Relief Funds below.
|
|
•
|
Interest expense was $1.6 million in 2020 and $2.1 million in 2019.
|
| • | The provision for income tax was $13.0 million for 2020 and $13.6 million for 2019. The provision for income tax as a percentage of income before taxes less net income attributable to
non-controlling interest (effective tax rate) was 27.0% for 2020 and 25.4% for 2019. |
|
|
For the Year Ended
|
|||||||
|
|
December 31, 2020
|
December 31, 2019
|
||||||
|
|
||||||||
|
Income before taxes
|
$
|
65,513
|
$
|
70,906
|
||||
|
Less: net income attributable to non-controlling interests:
|
||||||||
|
Non-controlling interests - permanent equity
|
(6,122
|
)
|
(6,561
|
)
|
||||
|
Redeemable non-controlling interests - temporary equity
|
(11,175
|
)
|
(10,659
|
)
|
||||
|
|
$
|
(17,297
|
)
|
$
|
(17,220
|
)
|
||
|
|
||||||||
|
Income before taxes less net income attributable to non-controlling interests
|
$
|
48,216
|
$
|
53,686
|
||||
|
|
||||||||
|
Provision for income taxes
|
$
|
13,022
|
$
|
13,647
|
||||
|
|
||||||||
|
Effective tax rate
|
27.0
|
%
|
25.4
|
%
|
||||
|
|
||||||||
|
•
|
Net income attributable to non-controlling interests (permanent equity) was $6.1 million in 2020 and $6.6 million in 2019. Net income
attributable to redeemable non-controlling interests (temporary equity) was $11.2 million in 2020 and $10.6 million in 2019.
|
|
U.S. Physical Therapy Press Release
|
Page 4
|
|
February 25, 2021
|
|
•
|
Reported net revenues in the three months ended December 31, 2020 (“2020 Fourth Quarter”) was $117.5 million as compared to $122.1 million in the three months ended December 31, 2019 (“2019 Fourth
Quarter”). See table below for a detail of reported net revenues (in thousands): |
|
Three Months Ended
|
||||||||
|
December 31, 2020
|
December 31, 2019
|
|||||||
|
Revenues:
|
||||||||
|
Net patient revenues
|
$
|
104,537
|
$
|
108,941
|
||||
|
Management contract revenue
|
2,666
|
2,142
|
||||||
|
Other patient revenues
|
613
|
705
|
||||||
|
Physical therapy operations
|
107,816
|
111,788
|
||||||
|
Industrial injury prevention services
|
9,650
|
10,326
|
||||||
|
|
$
|
117,466
|
$
|
122,114
|
||||
|
|
||||||||
|
•
|
Net patient revenues from physical therapy operations decreased $4.4 million, or 4.0%, to $104.5 million in 2020 Fourth Quarter from $108.9 million in 2019 Fourth Quarter. Included in net patient
revenues are revenues related to clinics sold or closed in 2020 and 2019 of $0.2 million in Fourth Quarter 2020 and $3.7 million in Fourth Quarter 2019. During 2020, the Company sold its interest in 14 clinics and closed 34 clinics. During
2019, the Company sold its interest in a partnership which included 30 clinics and closed 11 clinics. For comparison purposes, adjusted for revenue from the clinics sold or closed, net patient revenues from physical therapy operations was
approximately $104.4 million in Fourth Quarter 2020, inclusive of $3.9 million related to New Clinics, and $105.2 million in Fourth Quarter 2019. Net patient revenues related to Mature Clinics decreased $4.7 million in Fourth Quarter 2020
compared to Fourth Quarter 2019. The reduction is largely attributable to the adverse effects of the COVID-19 pandemic. See table below for a detail of net patient revenues from physical therapy operations (in thousands): |
|
Three Months Ended
|
||||||||
|
December 31, 2020
|
December 31, 2019
|
|||||||
|
Related to Mature Clinics
|
$
|
100,495
|
$
|
105,237
|
||||
|
Related to New Clinics
|
3,882
|
-
|
||||||
|
From 2019 sold and closed clinics
|
3
|
4
|
||||||
|
From 2020 sold and closed clinics
|
157
|
3,699
|
||||||
|
$
|
104,537
|
$
|
108,940
|
|||||
|
•
|
The average net patient revenue per visit was $107.05 for the 2020 Fourth Quarter as compared to $105.10 for the 2019 period,
including all clinics operational during such periods,. The 2020 Fourth Quarter includes a slight adjustment to net rate for earlier 2020 periods. Including the adjustment, the Company’s net rate for full year 2020 was $105.66 which
compares to $105.90 for full year 2019. Total patient visits were 976,492 in the 2020 Fourth Quarter and 1,036,516 for the 2019 Fourth Quarter.
|
|
•
|
Revenue from physical therapy management contracts was $2.7 million for the 2020 Fourth Quarter as compared to $2.1 million in the 2019 Fourth Quarter. |
|
•
|
Revenue from the industrial injury prevention business was $9.7 million in the 2020 Fourth Quarter, as compared to $10.3 million in the 2019 Fourth Quarter. The decrease is attributable to the
adverse effects of the COVID-19 pandemic. |
|
•
|
Other miscellaneous revenue was $0.6 million in the 2020 Fourth Quarter and $0.7 million in the 2019 Fourth Quarter. Other
miscellaneous revenue includes a variety of services, including athletic trainers provided for schools and athletic events.
|
|
•
|
Total operating costs, excluding closure costs, were $88.3 million in the 2020 Fourth Quarter, or 75.2% of net revenues, a reduction
of 270 basis points as compared to $95.1 million in the 2019 Fourth Quarter, or 77.9% of net revenues. Included in operating costs for the 2020 Fourth Quarter was $3.9 million related to New Clinics, of which $2.1 million is associated
with acquired clinics in 2020. Operating costs for Mature Clinics decreased by $6.6 million in the Fourth Quarter 2020 compared to the Fourth Quarter 2019. In addition, operating costs related to the industrial injury prevention
business decreased by $0.9 million. See table below for a for a detail of operating costs, excluding closure costs (in thousands):
|
|
|
Three Months Ended
|
|||||||
|
|
December 31, 2020
|
December 31, 2019
|
||||||
|
Physical Therapy Operations
|
||||||||
|
Related to Mature Clinics
|
$
|
74,821
|
$
|
81,449
|
||||
|
Related to New Clinics
|
3,908
|
-
|
||||||
|
Related to 2019 closed and sold clinics
|
-
|
1
|
||||||
|
Related to 2020 closed and sold clinics
|
266
|
3,652
|
||||||
|
Physical therapy management contracts
|
2,072
|
1,834
|
||||||
|
Total Physical Therapy Operations
|
81,067
|
86,936
|
||||||
|
Industrial injury prevention services
|
7,275
|
8,206
|
||||||
|
Total operating costs, excluding closure costs
|
$
|
88,342
|
$
|
95,142
|
||||
|
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 5
|
|
February 25, 2021
|
|
•
|
Total salaries and related costs, including physical therapy operations and the industrial injury prevention business, were 55.9% of net revenues in the 2020 Fourth Quarter versus 57.8% in the
2019 Fourth Quarter. Rent, supplies, contract labor and other costs as a percentage of net revenues were 18.2% in the 2020 Fourth Quarter versus 19.0% in the 2019 Fourth Quarter. The provision for credit losses as a percentage of net
revenue was 1.1% in the 2020 Fourth Quarter and 1.2% in the 2019 Fourth Quarter. |
|
•
|
Gross profit for the 2020 Fourth Quarter, excluding closure costs, was $29.1 million, an increase of $2.2 million, or approximately 8.0%, as compared to $27.0 million in the 2019 Fourth Quarter.
The gross profit percentage, excluding closure costs, was 24.8% of net revenue in the 2020 Fourth Quarter, an increase of 270 basis points as compared to 22.1% in the 2019 Fourth Quarter. The gross profit percentage for the Company’s
physical therapy clinics, excluding closure costs, was 24.9% in the 2020 Fourth Quarter, an improvement of 230 basis points as compared to 22.6% in the 2019 Fourth Quarter. The gross profit percentage on physical therapy management
contracts was 22.2% in the 2020 Fourth Quarter, up 780 basis points as compared to 14.4% in the 2019 Fourth Quarter. The gross profit percentage for the industrial injury prevention business was 24.6% in the 2020 Fourth Quarter, an
improvement of 660 basis points as compared to 18.0% in the 2019 Fourth Quarter. The table below details the gross profit, excluding closure costs (in thousands): |
|
|
Three Months Ended
|
|||||||
|
|
December 31, 2020
|
December 31, 2019
|
||||||
|
Gross profit, excluding closure costs:
|
||||||||
|
Physical therapy clinics
|
$
|
26,156
|
$
|
24,803
|
||||
|
Management contracts
|
593
|
308
|
||||||
|
Industrial injury prevention services
|
2,375
|
1,861
|
||||||
|
Gross profit, excluding closure costs
|
$
|
29,124
|
$
|
26,972
|
||||
|
|
||||||||
|
•
|
Corporate office costs were $10.9 million in the 2020 Fourth Quarter compared to $11.7 million in the 2019 Fourth Quarter. Corporate
office costs were 9.3% of net revenues for the 2020 Fourth Quarter as compared to 9.6% for the 2019 Fourth Quarter.
|
|
•
|
Operating income for the 2020 Fourth Quarter was $18.2 million, an increase of $2.9 million, or 19.1%, as compared to $15.3 million
for the 2019 Fourth Quarter. Operating income as a percentage of net revenue increased by 300 basis points from 12.5% in the 2019 period to 15.5% in 2020.
|
|
•
|
Included in other income in the 2020 Fourth Quarter was $5.2 million of Relief Funds. See discussion of Relief Funds below. |
|
•
|
Interest expense was $203,000 in the 2020 Fourth Quarter and $557,000 in the 2019 Fourth Quarter due to reduced borrowings under the
Company’s revolving credit line.
|
|
•
|
The provision for income tax was $4.6 million for the 2020 Fourth Quarter and $2.4 million for the 2019 Fourth Quarter. The provision for income tax as a percentage of income before taxes less net income attributable to non-controlling interest (effective tax rate) was 26.0% for the 2020 Fourth Quarter and 23.4% for the 2019 Fourth Quarter. See table below ($ in thousands): |
|
|
Three Months Ended
|
|||||||
|
|
December 31, 2020
|
December 31, 2019
|
||||||
|
|
||||||||
|
Income before taxes
|
$
|
23,196
|
$
|
14,439
|
||||
|
Less: net income attributable to non-controlling interests:
|
||||||||
|
Non-controlling interests - permanent equity
|
(2,233
|
)
|
(1,579
|
)
|
||||
|
Redeemable non-controlling interests - temporary equity
|
(3,364
|
)
|
(2,507
|
)
|
||||
|
|
$
|
(5,597
|
)
|
$
|
(4,086
|
)
|
||
|
|
||||||||
|
Income before taxes less net income attributable to non-controlling interests
|
$
|
17,599
|
$
|
10,353
|
||||
|
|
||||||||
|
Provision for income taxes
|
$
|
4,569
|
$
|
2,424
|
||||
|
|
||||||||
|
Effective tax rate
|
26.0
|
%
|
23.4
|
%
|
||||
|
|
||||||||
|
•
|
Net income attributable to non-controlling interests (permanent equity) was $2.2 million in the 2020 Fourth Quarter and $1.6 million
in the 2019 Fourth Quarter. Net income attributable to redeemable non-controlling interests (temporary equity) was $3.4 million in the 2020 Fourth Quarter and $2.5 million in the 2019 Fourth Quarter.
|
|
U.S. Physical Therapy Press Release
|
Page 6
|
|
February 25, 2021
|
|
U.S. Physical Therapy Press Release
|
Page 7
|
|
February 25, 2021
|
|
•
|
The previously-announced Medicare rate reduction for the full year of 2021 of approximately 3.5%, which is
expected to reduce the Company’s 2021 revenue by approximately $4.5 million, or $0.21 per share after non-controlling interest and taxes
|
|
•
|
The previously-announced cessation of the 2% sequestration relief applied to all Medicare payments effective
April 1, 2021, which is expected to reduce the Company’s 2021 revenue, beginning in the second quarter, by approximately $2.0 million, or $0.10 per share after non-controlling interest and taxes
|
|
•
|
Lost revenues related to significant weather-related events in February, primarily in Texas and Tennessee, of
approximately $2.8 million, or $0.13 per share after non-controlling interest and taxes
|
|
U.S. Physical Therapy Press Release
|
Page 8
|
|
February 25, 2021
|
|
•
|
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, including the Medicare reimbursement reductions;
|
|
•
|
revenue we receive from Medicare and Medicaid being subject to potential retroactive reductions;
|
|
•
|
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, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the
acquired businesses;
|
|
•
|
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 9
|
|
February 25, 2021
|
|
Three Months Ended
|
For the Year Ended
|
|||||||||||||||
|
December 31, 2020
|
December 31, 2019
|
December 31, 2020
|
December 31, 2019
|
|||||||||||||
|
Net patient revenues
|
$
|
104,537
|
$
|
108,940
|
$
|
373,340
|
$
|
433,345
|
||||||||
|
Other revenues
|
12,929
|
13,174
|
49,629
|
48,624
|
||||||||||||
|
Net revenues
|
117,466
|
122,114
|
422,969
|
481,969
|
||||||||||||
|
Operating costs:
|
||||||||||||||||
|
Salaries and related costs
|
65,677
|
70,549
|
235,629
|
274,233
|
||||||||||||
|
Rent, supplies, contract labor and other
|
21,421
|
23,143
|
84,336
|
90,379
|
||||||||||||
|
Provision for credit losses
|
1,244
|
1,450
|
4,623
|
4,858
|
||||||||||||
|
Closure costs - lease and other
|
6
|
13
|
2,072
|
25
|
||||||||||||
|
Closure costs - derecognition of goodwill
|
-
|
-
|
1,859
|
-
|
||||||||||||
|
Total operating costs
|
88,348
|
95,155
|
328,519
|
369,495
|
||||||||||||
|
Gross profit
|
29,118
|
26,959
|
94,450
|
112,474
|
||||||||||||
|
Corporate office costs
|
10,916
|
11,673
|
42,037
|
45,049
|
||||||||||||
|
Operating income
|
18,202
|
15,286
|
52,413
|
67,425
|
||||||||||||
|
Other income and expense
|
||||||||||||||||
|
Relief Funds
|
5,152
|
-
|
13,501
|
-
|
||||||||||||
|
Gain on sale of partnership interest and clinics
|
-
|
(309
|
)
|
1,091
|
5,514
|
|||||||||||
|
Interest and other income, net
|
45
|
19
|
142
|
46
|
||||||||||||
|
Interest expense - debt and other
|
(203
|
)
|
(557
|
)
|
(1,634
|
)
|
(2,079
|
)
|
||||||||
|
Total other income and expense
|
4,994
|
(847
|
)
|
13,100
|
3,481
|
|||||||||||
|
Income before taxes
|
23,196
|
14,439
|
65,513
|
70,906
|
||||||||||||
|
Provision for income taxes
|
4,569
|
2,424
|
13,022
|
13,647
|
||||||||||||
|
Net income
|
18,627
|
12,015
|
52,491
|
57,259
|
||||||||||||
|
Less: net income attributable to non-controlling interests:
|
||||||||||||||||
|
Non-controlling interests - permanent equity
|
(2,233
|
)
|
(1,579
|
)
|
(6,122
|
)
|
(6,561
|
)
|
||||||||
|
Redeemable non-controlling interests - temporary equity
|
(3,364
|
)
|
(2,507
|
)
|
(11,175
|
)
|
(10,659
|
)
|
||||||||
|
(5,597
|
)
|
(4,086
|
)
|
(17,297
|
)
|
(17,220
|
)
|
|||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,030
|
$
|
7,929
|
$
|
35,194
|
$
|
40,039
|
||||||||
|
Basic and diluted earnings per share attributable to USPH shareholders
|
$
|
0.68
|
$
|
0.55
|
$
|
2.48
|
$
|
2.45
|
||||||||
|
Shares used in computation - basic and diluted
|
12,851
|
12,774
|
12,835
|
12,756
|
||||||||||||
|
Dividends declared per common share
|
$
|
-
|
$
|
0.30
|
$
|
0.32
|
$
|
1.14
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 10
|
|
February 25, 2021
|
|
December 31, 2020
|
December 31, 2019
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
32,918
|
$
|
23,548
|
||||
|
Patient accounts receivable, less allowance for credit losses of $2,008 and $2,698, respectively
|
41,906
|
46,228
|
||||||
|
Accounts receivable - other
|
9,039
|
9,823
|
||||||
|
Other current assets
|
3,773
|
5,787
|
||||||
|
Total current assets
|
87,636
|
85,386
|
||||||
|
Fixed assets:
|
||||||||
|
Furniture and equipment
|
55,426
|
54,942
|
||||||
|
Leasehold improvements
|
35,320
|
33,247
|
||||||
|
Fixed assets, gross
|
90,746
|
88,189
|
||||||
|
Less accumulated depreciation and amortization
|
69,081
|
66,099
|
||||||
|
Fixed assets, net
|
21,665
|
22,090
|
||||||
|
Operating lease right-of-use assets
|
81,595
|
81,586
|
||||||
|
Goodwill
|
345,646
|
317,676
|
||||||
|
Other identifiable intangible assets, net
|
56,280
|
52,588
|
||||||
|
Other assets
|
1,539
|
1,519
|
||||||
|
Total assets
|
$
|
594,361
|
$
|
560,845
|
||||
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable - trade
|
$
|
1,335
|
$
|
2,494
|
||||
|
Accrued expenses
|
59,746
|
30,855
|
||||||
|
Current portion of operating lease liabilities
|
27,512
|
26,486
|
||||||
|
Current portion of notes payable
|
4,899
|
728
|
||||||
|
Total current liabilities
|
93,492
|
60,563
|
||||||
|
Notes payable, net of current portion
|
596
|
4,361
|
||||||
|
Revolving line of credit
|
16,000
|
46,000
|
||||||
|
Deferred taxes
|
7,779
|
10,071
|
||||||
|
Operating lease liabilities, net of current portion
|
61,985
|
60,258
|
||||||
|
Other long-term liabilities
|
4,539
|
141
|
||||||
|
Total liabilities
|
184,391
|
181,394
|
||||||
|
Redeemable non-controlling interests - temporary equity
|
132,340
|
137,750
|
||||||
|
Commitments and Contingencies (See Note 16)
|
||||||||
|
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, 15,066,282 and 14,989,337 shares issued, respectively
|
151
|
150
|
||||||
|
Additional paid-in capital
|
95,622
|
87,383
|
||||||
|
Retained earnings
|
212,015
|
184,352
|
||||||
|
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
|
Total USPH shareholders’ equity
|
276,160
|
240,257
|
||||||
|
Non-controlling interests - permanent equity
|
1,470
|
1,444
|
||||||
|
Total USPH shareholders' equity and non-controlling interests
|
277,630
|
241,701
|
||||||
|
Total liabilities, redeemable non-controlling interests, USPH shareholders' equity and non-controlling interests
|
$
|
594,361
|
$
|
560,845
|
||||
|
U.S. Physical Therapy Press Release
|
Page 11
|
|
February 25, 2021
|
|
|
Year Ended
|
|||||||||||
|
|
December 31, 2020
|
December 31, 2019
|
December 31, 2018
|
|||||||||
|
OPERATING ACTIVITIES
|
||||||||||||
|
Net income including non-controlling interests
|
$
|
52,491
|
$
|
57,259
|
$ |
48,842
|
||||||
|
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
|
||||||||||||
|
Depreciation and amortization
|
10,533
|
10,095
|
9,755
|
|||||||||
|
Provision for credit losses
|
4,623
|
4,858
|
4,603
|
|||||||||
|
Equity-based awards compensation expense
|
7,917
|
6,985
|
5,939
|
|||||||||
|
Deferred income taxes
|
(258
|
)
|
4,651
|
4,813
|
||||||||
|
Gain on sale of partnership interest
|
(1,091
|
)
|
(5,514
|
)
|
(1,846
|
)
|
||||||
|
Derecognition of goodwill - closed clinics
|
1,859
|
-
|
-
|
|||||||||
|
Other
|
281
|
96
|
167
|
|||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Decrease (increase) in patient accounts receivable
|
899
|
(6,376
|
)
|
(3,434
|
)
|
|||||||
|
Decrease(increase) in accounts receivable - other
|
1,661
|
(2,499
|
)
|
(1,087
|
)
|
|||||||
|
Decrease (increase) in other assets
|
4,161
|
(1,878
|
)
|
345
|
||||||||
|
Increase (decrease) in accounts payable and accrued expenses
|
12,427
|
(4,209
|
)
|
4,876
|
||||||||
|
Increase (decrease) in other long-term liabilities
|
4,492
|
(1,020
|
)
|
32
|
||||||||
|
Net cash provided by operating activities
|
99,995
|
62,448
|
73,005
|
|||||||||
|
|
||||||||||||
|
INVESTING ACTIVITIES
|
||||||||||||
|
Purchase of fixed assets
|
(7,639
|
)
|
(10,189
|
)
|
(7,193
|
)
|
||||||
|
Purchase of majority interest in businesses, net of cash acquired
|
(23,907
|
)
|
(30,597
|
)
|
(16,367
|
)
|
||||||
|
Purchase of redeemable non-controlling interest, temporary equity
|
(20,385
|
)
|
(8,651
|
)
|
-
|
|||||||
|
Purchase of non-controlling interest, permanent equity
|
(238
|
)
|
(428
|
)
|
(350
|
)
|
||||||
|
Proceeds on sale of redeemable non-controlling interest, temporary equity
|
127
|
207
|
-
|
|||||||||
|
Proceeds on sales of partnership interest, clinics and fixed assets
|
839
|
11,665
|
1
|
|||||||||
|
Net cash used in investing activities
|
(51,203
|
)
|
(37,993
|
)
|
(23,909
|
)
|
||||||
|
|
||||||||||||
|
FINANCING ACTIVITIES
|
||||||||||||
|
Distributions to non-controlling interests, permanent and temporary equity
|
(18,331
|
)
|
(16,235
|
)
|
(15,646
|
)
|
||||||
|
Cash dividends paid to shareholders
|
(4,110
|
)
|
(14,555
|
)
|
(11,664
|
)
|
||||||
|
Proceeds from revolving line of credit
|
214,000
|
145,000
|
103,000
|
|||||||||
|
Payments on revolving line of credit
|
(244,000
|
)
|
(137,000
|
)
|
(119,000
|
)
|
||||||
|
Payments to settle mandatorily redeemable non-controlling interests
|
-
|
-
|
(265
|
)
|
||||||||
|
Principal payments on notes payable
|
(1,037
|
)
|
(1,433
|
)
|
(4,044
|
)
|
||||||
|
Medicare Accelerated and Advance Payment Funds
|
14,054
|
-
|
||||||||||
|
Other
|
2
|
(52
|
)
|
(42
|
)
|
|||||||
|
Net cash used in financing activities
|
(39,422
|
)
|
(24,275
|
)
|
(47,661
|
)
|
||||||
|
|
||||||||||||
|
Net increase in cash and cash equivalents
|
9,370
|
180
|
1,435
|
|||||||||
|
Cash and cash equivalents - beginning of period
|
23,548
|
23,368
|
21,933
|
|||||||||
|
Cash and cash equivalents - end of period
|
$
|
32,918
|
$
|
23,548
|
$
|
23,368
|
||||||
|
|
||||||||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Income taxes
|
$
|
7,677
|
$
|
9,856
|
$ |
9,183
|
||||||
|
Interest
|
$
|
1,202
|
$
|
1,890
|
$ |
2,357
|
||||||
|
Non-cash investing and financing transactions during the period:
|
||||||||||||
|
Purchase of businesses - seller financing portion
|
$
|
1,121
|
$
|
4,300
|
$ |
950
|
||||||
|
Purchase of business - payable to common shareholders of acquired business
|
$
|
-
|
$
|
502
|
-
|
|||||||
|
Notes payable related to purchase of redeemable non-controlling interest, temporary equity
|
$
|
136
|
$
|
283
|
-
|
|||||||
|
Notes payable related to purchase of non-controlling interest, permanent equity
|
$
|
699
|
$
|
103
|
-
|
|||||||
|
Notes receivable related to sale of partnership interest - redeemable non-controlling interest
|
$
|
-
|
$
|
2,870
|
-
|
|||||||
|
Notes receivables related to sale of partnership interest
|
$
|
994
|
$
|
-
|
-
|
|||||||
|
|
||||||||||||
|
U.S. Physical Therapy Press Release
|
Page 12
|
|
February 25, 2021
|
|
U.S. Physical Therapy Press Release
|
Page 13
|
|
February 25, 2021
|
|
|
Three Months Ended December 31,
|
Year Ended December 31,
|
||||||||||||||
|
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,030
|
$
|
7,929
|
$
|
35,194
|
$
|
40,039
|
||||||||
|
Credit (charges) to retained earnings:
|
||||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
(5,807
|
)
|
(1,141
|
)
|
(4,632
|
)
|
(11,893
|
)
|
||||||||
|
Tax effect at statutory rate (federal and state) of 26.25%
|
1,524
|
299
|
1,216
|
3,121
|
||||||||||||
|
$
|
8,747
|
$
|
7,087
|
$
|
31,778
|
$
|
31,267
|
|||||||||
|
Earnings per share (basic and diluted)
|
$ |
0.68
|
$
|
0.55
|
$
|
2.48
|
$
|
2.45
|
||||||||
|
|
||||||||||||||||
|
Adjustments:
|
||||||||||||||||
|
Expenses related to CFO transition
|
1,129
|
-
|
1,331
|
-
|
||||||||||||
|
Closure costs
|
6
|
-
|
3,931
|
-
|
||||||||||||
|
(Gain) adjustment on sale of partnership interest and clinics
|
-
|
309
|
(1,091
|
)
|
(5,514
|
)
|
||||||||||
|
Relief Funds
|
(5,151
|
)
|
-
|
(13,500
|
)
|
-
|
||||||||||
|
Allocation to non-controlling interest
|
1,139
|
-
|
3,116
|
-
|
||||||||||||
|
Revaluation of redeemable non-controlling interest
|
5,807
|
1,141
|
4,632
|
11,893
|
||||||||||||
|
Tax effect at statutory rate (federal and state) of 26.25%
|
(769
|
)
|
(380
|
)
|
415
|
(1,674
|
)
|
|||||||||
|
Operating Results (without Relief Funds)
|
$
|
10,908
|
$
|
8,157
|
$
|
30,612
|
$
|
35,972
|
||||||||
|
Relief Funds
|
5,151
|
-
|
13,500
|
-
|
||||||||||||
|
Allocation to non-controlling interest
|
(1,140
|
)
|
-
|
(2,893
|
)
|
-
|
||||||||||
|
Tax effect at statutory rate (federal and state) of 26.25%
|
(1,053
|
)
|
-
|
(2,784
|
)
|
-
|
||||||||||
|
Operating Results (including Relief Funds)
|
$
|
13,866
|
$
|
8,157
|
$
|
38,435
|
$
|
35,972
|
||||||||
|
Basic and diluted Operating Results (without Relief Funds) per share
|
$
|
0.85
|
$
|
0.64
|
$
|
2.39
|
$
|
2.82
|
||||||||
|
Basic and diluted Operating Results (including Relief Funds) per share
|
$
|
1.08
|
$
|
0.64
|
$
|
2.99
|
$
|
2.82
|
||||||||
|
Shares used in computation - basic and diluted
|
12,851
|
12,774
|
12,835
|
12,756
|
||||||||||||
|
|
Three Months Ended December 31,
|
Year Ended December 31,
|
||||||||||||||
|
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,030
|
$
|
7,929
|
$
|
35,194
|
$
|
40,039
|
||||||||
|
|
||||||||||||||||
|
Adjustments:
|
||||||||||||||||
|
Depreciation and amortization
|
2,654
|
2,718
|
10,533
|
10,095
|
||||||||||||
|
Closure costs - write-off of goodwill
|
-
|
-
|
1,859
|
-
|
||||||||||||
|
Relief Funds
|
(5,151
|
)
|
-
|
(13,500
|
)
|
-
|
||||||||||
|
Interest income
|
(45
|
)
|
(19
|
)
|
(142
|
)
|
(46
|
)
|
||||||||
|
Interest expense - debt and other
|
203
|
557
|
1,634
|
2,079
|
||||||||||||
|
Provision for income taxes
|
5,023
|
2,424
|
13,022
|
13,647
|
||||||||||||
|
Equity-based awards compensation expense
|
2,592
|
1,723
|
7,917
|
6,985
|
||||||||||||
|
|
||||||||||||||||
|
Adjusted EBITDA (without Relief Funds)
|
$
|
18,306
|
$
|
15,332
|
$
|
56,517
|
$
|
72,799
|
||||||||
|
Relief Funds
|
5,151
|
-
|
13,500
|
-
|
||||||||||||
|
Adjusted EBITDA
|
$
|
23,457
|
$
|
15,332
|
$
|
70,017
|
$
|
72,799
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 14
|
|
February 25, 2021
|
|
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
|
|
September 30, 2020
|
550
|
|
December 31, 2020
|
554
|