エドガーで原本を確認する
|
Nevada
|
001-11151
|
76-0364866
|
||
|
(State or other jurisdiction
of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
|
1300 WEST SAM HOUSTON PARKWAY,
SUITE 300,
HOUSTON, Texas
|
77043
|
|
|
(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))
|
|
☐
|
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
|
|
Common Stock, $.01 par value
|
USPH
|
New York Stock Exchange
|
|
Emerging growth company
|
☐
|
|
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 28, 2024
|
||
|
U.S. PHYSICAL THERAPY, INC.
|
|||||||
|
Dated: February 28, 2024
|
By:
|
/s/ CAREY HENDRICKSON
|
|||||
|
Carey Hendrickson
|
|||||||
|
Chief Financial Officer
|
|||||||
|
(duly authorized officer and principal financial and accounting officer)
|
|||||||
|
•
|
Adjusted EBITDA (1), a non-Generally Accepted Accounting Principles (“GAAP”) measure, was $77.7 million for the year ended
December 31, 2023 (“Full Year 2023”), a $4.1 million increase from the year ended December 31, 2022 (“Full Year 2022").
|
|
•
|
Operating Results (1), a non-GAAP measure, for Full Year 2023 were $36.3 million, an increase of $1.3 million from $35.0
million for Full Year 2022. On a per share basis, Operating Results were $2.56 in Full Year 2023 compared to $2.70 in Full Year 2022, with the decrease attributable to the increase in shares outstanding associated with the Company’s
secondary offering completed in May 2023.
|
|
•
|
Net income attributable to USPH’s shareholders (“USPH net income”), a GAAP measure, was $28.2 million for Full Year 2023 compared to
$32.2 million for Full Year 2022. USPH net income included a non-cash impairment charge, prior to allocation to minority interest and income taxes, of $17.5 million in the three months ended December 31, 2023 (“Fourth Quarter 2023”) and
$9.1 million in the three months ended December 31, 2022 (“Fourth Quarter 2022”). In accordance with GAAP, the revaluation of non-controlling 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 for Full Year 2023 were $1.28 compared to $2.25 for Full Year 2022.
|
|
•
|
Adjusted EBITDA for Fourth Quarter 2023 was $19.0 million, a $1.1 million increase over Fourth Quarter 2022.
|
|
•
|
Operating Results for Fourth Quarter 2023 were $8.9 million, a $1.3 million increase over Fourth Quarter 2022.
|
|
•
|
USPH net income for Fourth Quarter 2023 was $0.7 million compared to $2.6 million for Fourth Quarter 2022, including the non-cash
impairment charges previously mentioned in both periods. In accordance with GAAP, the revaluation of non-controlling 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. Loss per share for Fourth Quarter 2023 was $0.38 compared to $0.01 for Fourth Quarter 2022.
|
|
•
|
Total net revenue for Fourth Quarter 2023 increased $13.6 million, or 9.6%, to $154.8 million.
|
|
•
|
Net rate per patient visit for Fourth Quarter 2023 was $103.68, which has increased sequentially each quarter since the second quarter
of 2023.
|
|
•
|
Average daily visits per clinic were 29.9 for the Fourth Quarter 2023 and 30.0 for Full Year 2023, both record-high average daily
visits per clinic in the Company’s history for each respective period. Total patient visits were 1,267,842 in Fourth Quarter 2023, a 10.0% increase from Fourth Quarter 2022. Full Year 2023 patient visits were 5,005,426, an 11.6% increase
over Full Year 2022.
|
|
•
|
Fourth Quarter 2023 gross profit was $30.5 million, a $2.7 million increase from Fourth Quarter 2022.
|
|
U.S. Physical Therapy Press Release
|
Page 2
|
|
February 28, 2024
|
|
|
•
|
During the Full Year 2023, the Company added 46 new clinics through acquisitions and de novos, and closed 15 clinics bringing
its total clinic count to 671 as of December 31, 2023, as compared to 640 clinics on December 31, 2022.
|
|
•
|
The Company’s Board of Directors raised the Company’s quarterly dividend rate from $0.43 per share to $0.44 per share,
effectively immediately, and declared a quarterly dividend for the first quarter of 2024 at the higher rate.
|
|
•
|
Management currently expects the Company’s Adjusted EBITDA for 2024 to be in the range of $80 million to $85 million. See
“Management Provides 2024 Guidance” below for more information.
|
|
(1)
|
See pages 11 and 12 of this release for the definition and reconciliation of non-GAAP
Adjusted EBITDA and Operating Results to the most directly comparable GAAP measure.
|
|
Fourth Quarter Ended December 31,
|
Variance
|
|||||||||||||||||||
|
2023
|
2022
|
$
|
%
|
|||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||
|
Revenue related to:
|
||||||||||||||||||||
|
Mature Clinics (1)
|
$
|
112,721
|
$
|
111,066
|
$
|
1,655
|
1.5
|
%
|
||||||||||||
|
Clinic additions (2)
|
18,650
|
7,964
|
10,686
|
*
|
(6) |
|
|
|||||||||||||
|
Clinics sold or closed (3)
|
81
|
1,116
|
(1,035
|
)
|
*
|
(6) |
|
|
||||||||||||
|
Net patient revenue
|
131,452
|
120,146
|
11,306
|
9.4
|
%
|
|||||||||||||||
|
Other (4)
|
3,177
|
2,644
|
533
|
20.2
|
%
|
|||||||||||||||
|
Total
|
134,629
|
122,790
|
11,839
|
9.6
|
%
|
|||||||||||||||
|
Operating costs (4)
|
108,380
|
98,247
|
10,133
|
10.3
|
%
|
|||||||||||||||
|
Gross profit
|
$
|
26,249
|
$
|
24,543
|
$
|
1,706
|
7.0
|
%
|
||||||||||||
|
Financial and operating metrics (not in thousands):
|
||||||||||||||||||||
|
Net rate per patient visit (1)
|
$
|
103.68
|
$
|
104.28
|
$
|
(0.60
|
)
|
(0.6
|
)%
|
|||||||||||
|
Patient visits (1)
|
1,267,842
|
1,152,139
|
115,703
|
10.0
|
%
|
|||||||||||||||
|
Average daily visits per clinic (1)
|
29.9
|
29.1
|
0.8
|
2.7
|
%
|
|||||||||||||||
|
Gross margin
|
19.5
|
%
|
20.0
|
%
|
|
|
|
|
||||||||||||
|
Salaries and related costs per visit, clinics (5)
|
$
|
59.72
|
$
|
60.04
|
$
|
(0.32
|
)
|
(0.5
|
)%
|
|||||||||||
|
Operating costs per visit, clinics (5)
|
$
|
84.09
|
$
|
84.05
|
$
|
0.04
|
0.0
|
%
|
||||||||||||
|
|
||||||||||||||||||||
|
(1) See Glossary of Terms - Revenue Metrics for definition.
|
||||||||||||||||||||
|
(2) Clinic additions during the Full Year 2023 and Full Year 2022.
|
||||||||||||||||||||
|
(3) Revenue from closed clinics includes revenues from the 15 and 16 clinics closed during the Full Year 2023 and Full Year
2022, respectively.
|
||||||||||||||||||||
|
(4) Includes revenues and costs from management contracts.
|
||||||||||||||||||||
|
(5) Excludes management contract costs.
|
||||||||||||||||||||
|
(6) Not meaningful.
|
||||||||||||||||||||
|
U.S. Physical Therapy Press Release
|
Page 3
|
|
February 28, 2024
|
|
Fourth Quarter Ended December 31,
|
Variance
|
|||||||||||||||
|
2023
|
2022
|
$
|
%
|
|||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
|
Net revenue
|
$
|
20,172
|
$
|
18,392
|
$
|
1,780
|
9.7
|
%
|
||||||||
|
Operating costs
|
15,905
|
15,104
|
801
|
5.3
|
%
|
|||||||||||
|
Gross profit
|
$
|
4,267
|
$
|
3,288
|
$
|
979
|
29.8
|
%
|
||||||||
|
Gross margin
|
21.2
|
%
|
17.9
|
%
|
|
|
|
|
||||||||
|
•
|
Interest expense, net of $0.9 million savings from an interest rate swap arrangement, was $2.0 million for the Fourth
Quarter 2023 compared to $2.2 million in the Fourth Quarter 2022. The interest rate on the Company’s term loan was 4.7% for the Fourth Quarter 2023, with an all-in effective interest rate, including all associated costs, of
5.4%.
|
|
•
|
Interest income from investing excess cash (primarily proceeds from the secondary offering sale of the Company’s stock
completed in May 2023) in a high-yield savings account was $1.6 million during the Fourth Quarter 2023.
|
|
•
|
The Company revalued the contingent earn-out consideration related to certain acquisitions and recognized $1.7 million
of expense (an increase in the related liability) in the Fourth Quarter 2023 compared to income of $0.5 million (a decrease in the related liability) in the Fourth Quarter 2022.
|
|
•
|
The revaluation of a put-right liability resulted in $2.9 million of income (a decrease in the related liability) for
the Fourth Quarter 2023 compared to $0.8 million of expense (an increase in the related liability) for the Fourth Quarter 2022. The put-right, which expires in November 2026, relates to the potential future purchase of a
company that provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area.
|
|
U.S. Physical Therapy Press Release
|
Page 4
|
|
February 28, 2024
|
|
U.S. Physical Therapy Press Release
|
Page 5
|
|
February 28, 2024
|
|
■
|
the full-year impact of rate negotiations in commercial and other payor categories completed during 2023
|
|
■
|
the partial-year impact of rate negotiations in commercial and other payor categories expected to be completed during
2024
|
|
■
|
volume increases at the Company’s existing clinics
|
|
■
|
continued discipline in expense control
|
|
■
|
full-year contribution from acquisitions completed in 2023; and,
|
|
■
|
partial-year impact of EBITDA from acquisitions expected to be completed during or shortly after the first half of
2024.
|
|
U.S. Physical Therapy Press Release
|
Page 6
|
|
February 28, 2024
|
|
•
|
changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification
and/or enrollment status;
|
|
•
|
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;
|
|
•
|
revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
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;
|
|
•
|
one of our acquisition agreements contains a put right related to a future purchase of a majority interest in a separate
company;
|
|
•
|
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;
|
|
•
|
our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing and
our ability to operate our business;
|
|
•
|
changes as the result of government enacted national healthcare reform;
|
|
•
|
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;
|
|
•
|
revenue and earnings expectations;
|
|
•
|
some of our acquisition agreements contain contingent consideration, the value of which may impact future financial results;
|
|
•
|
legal actions, which could subject us to increased operating costs and uninsured liabilities;
|
|
•
|
general economic conditions, including but not limited to inflationary and recessionary periods;
|
|
•
|
actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that
affect the U.S. or 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;
|
|
•
|
our business depends on hiring, training, and retaining qualified employees
|
|
•
|
availability and cost of qualified physical therapists;
|
|
•
|
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;
|
|
•
|
our ability to identify and complete 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 interest (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 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;
|
|
•
|
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 7
|
|
February 28, 2024
|
|
Fourth Quarter Ended December 31,
|
For the Year Ended December 31,
|
|||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||
|
Net patient revenue
|
$
|
131,452
|
$
|
120,146
|
$
|
514,556
|
$
|
464,590
|
||||||||
|
Other revenue
|
23,349
|
21,036
|
90,246
|
88,554
|
||||||||||||
|
Net revenue
|
154,801
|
141,182
|
604,802
|
553,144
|
||||||||||||
|
Operating cost:
|
||||||||||||||||
|
Salaries and related costs
|
90,633
|
82,317
|
353,390
|
319,191
|
||||||||||||
|
Rent, supplies, contract labor and other
|
32,080
|
29,678
|
123,731
|
116,381
|
||||||||||||
|
Provision for credit losses
|
1,572
|
1,356
|
6,172
|
5,548
|
||||||||||||
|
Total operating cost
|
124,285
|
113,351
|
483,293
|
441,120
|
||||||||||||
|
Gross profit
|
30,516
|
27,831
|
121,509
|
112,024
|
||||||||||||
|
Corporate office costs
|
13,901
|
11,925
|
51,953
|
46,111
|
||||||||||||
|
Impairment of goodwill and other intangible assets
|
17,495
|
9,112
|
17,495
|
9,112
|
||||||||||||
|
Operating (loss) income
|
(880
|
)
|
6,794
|
52,061
|
56,801
|
|||||||||||
|
Other (expense) income
|
||||||||||||||||
|
Interest expense, debt and other
|
(2,010
|
)
|
(2,239
|
)
|
(9,303
|
)
|
(5,779
|
)
|
||||||||
|
Interest income from investments
|
1,583
|
-
|
3,774
|
-
|
||||||||||||
|
Change in fair value of contingent earn-out consideration
|
(1,747
|
)
|
520
|
(1,550
|
)
|
2,520
|
||||||||||
|
Change in revaluation of put-right liability
|
2,926
|
(776
|
)
|
2,582
|
(5
|
)
|
||||||||||
|
Equity in earnings of unconsolidated affiliate
|
149
|
192
|
955
|
1,175
|
||||||||||||
|
Relief Funds
|
-
|
-
|
467
|
-
|
||||||||||||
|
Other
|
85
|
69
|
390
|
859
|
||||||||||||
|
Total other (expense) income
|
986
|
(2,234
|
)
|
(2,685
|
)
|
(1,230
|
)
|
|||||||||
|
(Loss) income before taxes
|
106
|
4,560
|
49,376
|
55,571
|
||||||||||||
|
Provision for income taxes
|
1,399
|
1,212
|
12,156
|
12,164
|
||||||||||||
|
Net (loss) income
|
(1,293
|
)
|
3,348
|
37,220
|
43,407
|
|||||||||||
|
Less: Net (income) loss attributable to non-controlling interest:
|
||||||||||||||||
|
Redeemable non-controlling interest - temporary equity
|
3,190
|
318
|
(4,426
|
)
|
(6,902
|
)
|
||||||||||
|
Non-controlling interest - permanent equity
|
(1,241
|
)
|
(1,059
|
)
|
(4,555
|
)
|
(4,347
|
)
|
||||||||
|
1,949
|
(741
|
)
|
(8,981
|
)
|
(11,249
|
)
|
||||||||||
|
Net income attributable to USPH shareholders
|
$
|
656
|
$
|
2,607
|
$
|
28,239
|
$
|
32,158
|
||||||||
|
Basic and diluted (loss) earnings per share attributable to USPH shareholders (1)
|
$
|
(0.38
|
)
|
$
|
(0.01
|
)
|
$
|
1.28
|
$
|
2.25
|
||||||
|
Shares used in computation - basic and diluted
|
14,987
|
13,002
|
14,188
|
12,985
|
||||||||||||
|
Dividends declared per common share
|
$
|
0.43
|
$
|
0.41
|
$
|
1.72
|
$
|
1.64
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 8
|
|
February 28, 2024
|
|
|
Fourth Quarter Ended December 31,
|
For the Year Ended December 31,
|
||||||||||||||
|
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
|
|
||||||||||||||||
|
Net (loss) income
|
$
|
(1,293
|
)
|
$
|
3,348
|
$
|
37,220
|
$
|
43,407
|
|||||||
|
Other comprehensive loss
|
||||||||||||||||
|
Unrealized (loss) gain on cash flow hedge
|
(3,982
|
)
|
(564
|
)
|
(1,642
|
)
|
5,378
|
|||||||||
|
Tax effect at statutory rate (federal and state)
|
1,017
|
144
|
420
|
(1,374
|
)
|
|||||||||||
|
Comprehensive income (loss)
|
$
|
(4,258
|
)
|
$
|
2,928
|
$
|
35,998
|
$
|
47,411
|
|||||||
|
|
||||||||||||||||
|
Comprehensive income (loss) attributable to non-controlling interest
|
1,949
|
(741
|
)
|
(8,981
|
)
|
(11,249
|
)
|
|||||||||
|
Comprehensive income (loss) attributable to USPH shareholders
|
$
|
(2,309
|
)
|
$
|
2,187
|
$
|
27,017
|
$
|
36,162
|
|||||||
|
U.S. Physical Therapy Press Release
|
Page 9
|
|
February 28, 2024
|
|
December 31, 2023
|
December 31, 2022
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$
|
152,825
|
$
|
31,594
|
||||
|
Patient accounts receivable, less provision for credit losses of $2,736 and $2,829,
respectively
|
51,866
|
51,934
|
||||||
|
Accounts receivable - other
|
17,854
|
16,671
|
||||||
|
Other current assets
|
10,830
|
11,067
|
||||||
|
Total current assets
|
233,375
|
111,266
|
||||||
|
Fixed assets:
|
||||||||
|
Furniture and equipment
|
63,982
|
62,074
|
||||||
|
Leasehold improvements
|
46,941
|
42,877
|
||||||
|
Fixed assets, gross
|
110,923
|
104,951
|
||||||
|
Less accumulated depreciation and amortization
|
(84,821
|
)
|
(80,203
|
)
|
||||
|
Fixed assets, net
|
26,102
|
24,748
|
||||||
|
Operating lease right-of-use assets
|
103,431
|
103,004
|
||||||
|
Investment in unconsolidated affiliate
|
12,256
|
12,131
|
||||||
|
Goodwill
|
509,571
|
494,101
|
||||||
|
Other identifiable intangible assets, net
|
109,682
|
108,755
|
||||||
|
Other assets
|
2,821
|
4,149
|
||||||
|
Total assets
|
$
|
997,238
|
$
|
858,154
|
||||
|
|
||||||||
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable - trade
|
$
|
3,898
|
$
|
3,300
|
||||
|
Accounts payable - due to seller of acquired business
|
-
|
3,204
|
||||||
|
Accrued expenses
|
55,344
|
37,413
|
||||||
|
Current portion of operating lease liabilities
|
35,252
|
33,709
|
||||||
|
Current portion of term loan and notes payable
|
7,691
|
7,863
|
||||||
|
Total current liabilities
|
102,185
|
85,489
|
||||||
|
Notes payable, net of current portion
|
1,289
|
1,913
|
||||||
|
Revolving facility
|
- |
31,000
|
||||||
|
Term loan, net of current portion and deferred financing costs
|
137,702
|
142,918
|
||||||
|
Deferred taxes
|
24,815
|
21,303
|
||||||
|
Operating lease liabilities, net of current portion
|
76,653
|
77,934
|
||||||
|
Other long-term liabilities
|
2,356
|
13,029
|
||||||
|
Total liabilities
|
345,000
|
373,586
|
||||||
|
|
||||||||
|
Redeemable non-controlling interest - temporary equity
|
174,828
|
167,515
|
||||||
|
|
||||||||
|
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,
|
||||||||
|
17,202,291 and 15,216,326 shares issued, respectively
|
172
|
152
|
||||||
|
Additional paid-in capital
|
281,096
|
110,317
|
||||||
|
Accumulated other comprehensive gain
|
2,782
|
4,004
|
||||||
|
Retained earnings
|
223,772
|
232,948
|
||||||
|
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
|
Total USPH shareholders’ equity
|
476,194
|
315,793
|
||||||
|
Non-controlling interest - permanent equity
|
1,216
|
1,260
|
||||||
|
Total USPH shareholders' equity and non-controlling interest - permanent equity
|
477,410
|
317,053
|
||||||
|
Total liabilities, redeemable non-controlling interest,
|
||||||||
|
USPH shareholders' equity and non-controlling interest - permanent equity
|
$
|
997,238
|
$
|
858,154
|
||||
|
|
||||||||
|
U.S. Physical Therapy Press Release
|
Page 10
|
|
February 28, 2024
|
|
For the Year Ended
|
||||||||
|
December 31, 2023
|
December 31, 2022
|
|||||||
|
OPERATING ACTIVITIES
|
||||||||
|
Net income including non-controlling interest
|
$
|
37,220
|
$
|
43,407
|
||||
|
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating
activities:
|
||||||||
|
Depreciation and amortization
|
15,695
|
14,743
|
||||||
|
Provision for credit losses
|
6,172
|
5,548
|
||||||
|
Equity-based awards compensation expense
|
7,236
|
7,264
|
||||||
|
Amortization of debt issue costs
|
420
|
305
|
||||||
|
Change in deferred income taxes
|
4,490
|
4,309
|
||||||
|
Change in revaluation of put-right liability
|
(2,582
|
)
|
5
|
|||||
|
Change in fair value of contingent earn-out consideration
|
1,550
|
(2,520
|
)
|
|||||
|
Equity of earnings in unconsolidated affiliate
|
(955
|
)
|
(1,175
|
)
|
||||
|
Loss (gain) on sale of clinics and fixed assets
|
166
|
(643
|
)
|
|||||
|
Impairment of goodwill and other intangible assets
|
17,495
|
9,112
|
||||||
|
Other
|
-
|
(83
|
)
|
|||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Increase in patient accounts receivable
|
(5,645
|
)
|
(10,279
|
)
|
||||
|
Increase in accounts receivable - other
|
(356
|
)
|
(307
|
)
|
||||
|
Increase (decrease) in other current and long-term assets
|
(197
|
)
|
(5,940
|
)
|
||||
|
Decrease (increase) in accounts payable and accrued expenses
|
15
|
(7,755
|
)
|
|||||
|
Decrease (increase) in other long-term liabilities
|
1,254
|
2,546
|
||||||
|
Net cash provided by operating activities
|
81,978
|
58,537
|
||||||
|
INVESTING ACTIVITIES
|
||||||||
|
Purchase of fixed assets
|
(9,294
|
)
|
(8,248
|
)
|
||||
|
Purchase of majority interest in businesses, net of cash acquired
|
(26,582
|
)
|
(59,788
|
)
|
||||
|
Purchase of redeemable non-controlling interest, temporary equity
|
(10,986
|
)
|
(14,987
|
)
|
||||
|
Purchase of non-controlling interest, permanent equity
|
(281
|
)
|
(280
|
)
|
||||
|
Proceeds on sale of non-controlling interest, permanent equity
|
102
|
-
|
||||||
|
Proceeds on sale of partnership interest - redeemable non-controlling interest, temporary
equity
|
875
|
402
|
||||||
|
Distributions from unconsolidated affiliate
|
830
|
1,259
|
||||||
|
Proceeds on sale of partnership interest, clinics and fixed assets
|
-
|
373
|
||||||
|
Other
|
321
|
-
|
||||||
|
Net cash used in investing activities
|
(45,015
|
)
|
(81,269
|
)
|
||||
|
FINANCING ACTIVITIES
|
||||||||
|
Proceeds from issuance of common stock pursuant to the secondary public offering, net of
issuance costs
|
163,646
|
-
|
||||||
|
Proceeds from revolving facility
|
24,000
|
101,000
|
||||||
|
Distributions to non-controlling interest, permanent and temporary equity
|
(16,100
|
)
|
(15,348
|
)
|
||||
|
Cash dividends paid to shareholders
|
(24,128
|
)
|
(21,321
|
)
|
||||
|
Payments on revolving facility
|
(55,000
|
)
|
(184,000
|
)
|
||||
|
Principal payments on notes payable
|
(4,400
|
)
|
(930
|
)
|
||||
|
Payments on term loan
|
(3,750
|
)
|
(1,875
|
)
|
||||
|
Proceeds from term loan
|
-
|
150,000
|
||||||
|
Payment of deferred financing costs
|
-
|
(1,779
|
)
|
|||||
|
Payment of Medicare Accelerated and Advance Funds
|
-
|
-
|
||||||
|
Other
|
-
|
12
|
||||||
|
Net cash provided by financing activities
|
84,268
|
25,759
|
||||||
|
Net increase in cash and cash equivalents
|
121,231
|
3,027
|
||||||
|
Cash and cash equivalents - beginning of period
|
31,594
|
28,567
|
||||||
|
Cash and cash equivalents - end of period
|
$
|
152,825
|
$
|
31,594
|
||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Income taxes
|
$
|
4,926
|
$
|
7,615
|
||||
|
Interest paid
|
$
|
8,655
|
$
|
5,687
|
||||
|
Non-cash investing and financing transactions during the period:
|
||||||||
|
Purchase of businesses - seller financing portion
|
$
|
1,815
|
$
|
1,574
|
||||
|
Liabilities assumed associated with a purchase of a business
|
524
|
-
|
||||||
|
Notes payable related to purchase of redeemable non-controlling interest, temporary equity
|
1,087
|
1,074
|
||||||
|
Notes payable related to the purchase of non-controlling interest, permanent equity
|
200
|
296
|
||||||
|
Notes receivable related to sale of redeemable non-controlling interest, temporary equity
|
4,136
|
1,580
|
||||||
|
Notes receivable related to the sale of non-controlling interest, permanent equity
|
$
|
458
|
$
|
-
|
||||
|
U.S. Physical Therapy Press Release
|
Page 11
|
|
February 28, 2024
|
|
U.S. Physical Therapy Press Release
|
Page 12
|
|
February 28, 2024
|
|
|
Fourth Quarter Ended December 31,
|
For the Year Ended December 31,
|
||||||||||||||
|
|
2023
|
2022
|
2023
|
2022
|
||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||
|
Adjusted EBITDA (a non-GAAP measure)
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
656
|
$
|
2,607
|
$
|
28,239
|
$
|
32,158
|
||||||||
|
Adjustments:
|
||||||||||||||||
|
Provision for income taxes
|
1,399
|
1,212
|
12,156
|
12,164
|
||||||||||||
|
Depreciation and amortization
|
4,113
|
3,793
|
15,695
|
14,743
|
||||||||||||
|
Interest expense, debt and other, net
|
2,010
|
2,239
|
9,303
|
5,779
|
||||||||||||
|
Interest income from investments
|
(1,583
|
)
|
-
|
(3,774
|
)
|
-
|
||||||||||
|
Impairment of goodwill and other intangible assets
|
17,495
|
9,112
|
17,495
|
9,112
|
||||||||||||
|
Equity-based awards compensation expense
|
1,785
|
1,802
|
7,236
|
7,264
|
||||||||||||
|
Change in revaluation of put-right liability
|
(2,926
|
)
|
776
|
(2,582
|
)
|
5
|
||||||||||
|
Change in fair value of contingent earn-out consideration
|
1,747
|
(520
|
)
|
1,550
|
(2,520
|
)
|
||||||||||
|
Relief Funds
|
-
|
-
|
(467
|
)
|
-
|
|||||||||||
|
Other income
|
(85
|
)
|
(69
|
)
|
(390
|
)
|
(859
|
)
|
||||||||
|
Allocation to non-controlling interests
|
(5,625
|
)
|
(3,098
|
)
|
(6,744
|
)
|
(4,185
|
)
|
||||||||
|
$
|
18,986
|
$
|
17,854
|
$
|
77,717
|
$
|
73,661
|
|||||||||
|
Operating Results (a non-GAAP measure)
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
656
|
$
|
2,607
|
$
|
28,239
|
$
|
32,158
|
||||||||
|
Adjustments:
|
||||||||||||||||
|
Impairment of goodwill and other intangible assets
|
17,495
|
9,112
|
17,495
|
9,112
|
||||||||||||
|
Change in fair value of contingent earn-out consideration
|
1,747
|
(520
|
)
|
1,550
|
(2,520
|
)
|
||||||||||
|
Change in revaluation of put-right liability
|
(2,926
|
)
|
776
|
(2,582
|
)
|
5
|
||||||||||
|
Relief Funds
|
-
|
-
|
(467
|
)
|
-
|
|||||||||||
|
Allocation to non-controlling interest
|
(5,249
|
)
|
(2,734
|
)
|
(5,215
|
)
|
(2,734
|
)
|
||||||||
|
Tax effect at statutory rate (federal and state)
|
(2,828
|
)
|
(1,695
|
)
|
(2,755
|
)
|
(987
|
)
|
||||||||
|
$
|
8,895
|
$
|
7,546
|
$
|
36,265
|
$
|
35,034
|
|||||||||
|
Operating Results per share (a non-GAAP measure)
|
$
|
0.59
|
$
|
0.58
|
$
|
2.56
|
$
|
2.70
|
||||||||
|
Earnings per share
|
||||||||||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
656
|
$
|
2,607
|
$
|
28,239
|
$
|
32,158
|
||||||||
|
Charges to retained earnings:
|
||||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
(8,577
|
)
|
(3,697
|
)
|
(13,565
|
)
|
(3,890
|
)
|
||||||||
|
Tax effect at statutory rate (federal and state)
|
2,191
|
945
|
3,466
|
994
|
||||||||||||
|
$
|
(5,730
|
)
|
$
|
(145
|
)
|
$
|
18,140
|
$
|
29,262
|
|||||||
|
Earnings per share (basic and diluted)
|
$
|
(0.38
|
)
|
$
|
(0.01
|
)
|
$
|
1.28
|
$
|
2.25
|
||||||
|
Shares used in computation - basic and diluted
|
14,987
|
13,002
|
14,188
|
12,985
|
||||||||||||
|
U.S. Physical Therapy Press Release
|
Page 13
|
|
February 28, 2024
|
|
Number of Clinics
|
Net Rate Per
Patient Visit (1)
|
Patient Visits (1)
|
Average Daily Visits
Per Clinic (1)
|
|||||||||||||||||||||||||||||
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|||||||||||||||||||||||||
|
First quarter
|
647
|
601
|
$
|
103.12
|
$
|
103.00
|
1,227,490
|
1,063,519
|
29.8
|
27.9
|
||||||||||||||||||||||
|
Second quarter
|
656
|
608
|
$
|
102.03
|
$
|
103.18
|
1,267,140
|
1,145,554
|
30.4
|
29.5
|
||||||||||||||||||||||
|
Third quarter
|
672
|
614
|
$
|
102.37
|
$
|
104.01
|
1,242,954
|
1,122,070
|
29.7
|
28.8
|
||||||||||||||||||||||
|
Fourth quarter
|
671
|
640
|
$
|
103.68
|
$
|
104.28
|
1,267,842
|
1,152,139
|
29.9
|
29.1
|
||||||||||||||||||||||
|
Year
|
671
|
640
|
$
|
102.80
|
$
|
103.63
|
5,005,426
|
4,483,282
|
30.0
|
28.7
|
||||||||||||||||||||||
|
(1)
|
See definition of the metrics above in the Glossary of Terms – Revenue Metrics on page 6.
|
|
Fourth Quarter Ended December 31,
|
Year Ended December 31,
|
||||||
|
2023
|
2022
|
2023
|
2022
|
||||
|
Number of clinics, beginning of period
|
672
|
614
|
640
|
591
|
|||
|
Additions
|
6
|
32
|
46
|
65
|
|||
|
Closed or sold
|
(7)
|
(6)
|
(15)
|
(16)
|
|||
|
Number of clinics, end of period
|
671
|
640
|
671
|
640
|
|||