☑ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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NEVADA
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76-0364866
|
|
(STATE OR OTHER JURISDICTION OF INCORPORATION
OR ORGANIZATION) |
(I.R.S. EMPLOYER IDENTIFICATION NO.)
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1300 WEST SAM HOUSTON PARKWAY SOUTH,
SUITE 300, HOUSTON, TEXAS |
77042
|
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $.01 par value
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USPH
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New York Stock Exchange
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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DOCUMENT
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PART OF FORM 10-K
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Portions of Definitive Proxy Statement for the 2024 Annual Meeting of Shareholders
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Part III
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Page
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PART I
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||
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Item 1.
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4
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Item 1A.
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15
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Item 1B.
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24
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Item 1C.
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24
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Item 2.
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26
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Item 3.
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26
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Item 4.
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27
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PART II
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Item 5.
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28
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Item 6.
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29
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Item 7.
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30
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Item 7A.
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46
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Item 8.
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47
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Item 9.
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86
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Item 9A.
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86
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Item 9B.
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87
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Item 9C.
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87
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PART III
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Item 10.
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87
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Item 11.
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87
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Item 12.
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87
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Item 13.
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87
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Item 14.
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87
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PART IV
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Item 15.
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87
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Item 16.
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95
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96
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• |
changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;
|
• |
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;
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• |
compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;
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• |
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;
|
• |
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;
|
• |
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;
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• |
governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs;
|
• |
revenue and earnings expectations;
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• |
contingent consideration provisions in certain our acquisition agreements, the value of which may impact future financial results;
|
• |
legal actions, which could subject us to increased operating costs and uninsured liabilities;
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• |
general economic conditions, including but not limited to inflationary and recessionary periods;
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• |
actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S or the international financial systems, may result in market wide
liquidity problems which could have a material and adverse impact on our available cash and results of operations;
|
• |
our business depends on hiring, training, and retaining qualified employees;
|
• |
availability and cost of qualified physical therapists;
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• |
competitive environment in the industrial injury prevention services business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences
for that service line;
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• |
our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses;
|
• |
impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interest (minority interests);
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• |
maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;
|
• |
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;
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• |
maintaining necessary insurance coverage;
|
• |
availability, terms, and use of capital; and
|
• |
weather and other seasonal factors.
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ITEM 1. |
BUSINESS
|
|
|
|
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% Interest
|
|
Number of
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Acquisition
|
|
Date
|
|
Acquired
|
|
Clinics
|
October 2023 Acquisition
|
|
October 31, 2023
|
|
**
|
|
*
|
September 2023 Acquisition 1
|
|
September 29, 2023
|
|
70%
|
|
4
|
September 2023 Acquisition 2
|
|
September 29, 2023
|
|
70%
|
|
1
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July 2023 Acquisition
|
|
July 31, 2023
|
|
70%
|
|
7
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May 2023 Acquisition
|
|
May 31, 2023
|
|
45%
|
|
4
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February 2023 Acquisition
|
|
February 28, 2023
|
|
80%
|
|
1
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November 2022 Acquisition
|
|
November 30, 2022
|
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80%
|
|
13
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October 2022 Acquisition
|
|
October 31, 2022
|
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60%
|
|
14
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September 2022 Acquisition
|
|
September 30, 2022
|
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80%
|
|
2
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August 2022 Acquisition
|
|
August 31, 2022
|
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70%
|
|
6
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March 2022 Acquisition
|
|
March 31, 2022
|
|
70%
|
|
6
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December 2021 Acquisition
|
|
December 31, 2021
|
|
75%
|
|
3
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November 2021 Acquisition
|
|
November 30, 2021
|
|
70%
|
|
*
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September 2021 Acquisition
|
|
September 30, 2021
|
|
100%
|
|
*
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June 2021 Acquisition
|
|
June 30, 2021
|
|
65%
|
|
8
|
March 2021 Acquisition
|
|
March 31, 2021
|
|
70%
|
|
6
|
* |
IIP business
|
** |
On October 31, 2023, we concurrently acquired 100% of an IIP business and a 55% equity interest in an ergonomics software business (“October 2023 Acquisition”).
|
|
For the Year Ended
|
|||||||||||
|
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
|||||||||
Number of clinics, beginning of period
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640
|
591
|
554
|
|||||||||
Additions
|
46
|
65
|
42
|
|||||||||
Closed or sold
|
(15
|
)
|
(16
|
)
|
(5
|
)
|
||||||
Number of clinics, end of period
|
671
|
640
|
591
|
|
For the Year Ended
|
|||||||||||||||||||||||
|
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
|||||||||||||||||||||
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Net Patient
|
Net Patient
|
Net Patient
|
|||||||||||||||||||||
Payor
|
Revenue
|
Percentage
|
Revenue
|
Percentage
|
Revenue
|
Percentage
|
||||||||||||||||||
Managed Care Programs/
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(In thousands, except percentages)
|
|||||||||||||||||||||||
Commercial Health Insurance
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$
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244,470
|
47.5
|
%
|
$
|
215,822
|
46.5
|
%
|
$
|
209,129
|
47.7
|
%
|
||||||||||||
Medicare/Medicaid
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188,329
|
36.6
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%
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174,401
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37.5
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%
|
155,122
|
35.4
|
%
|
|||||||||||||||
Workers' Compensation Insurance
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48,834
|
9.5
|
%
|
45,010
|
9.7
|
%
|
44,549
|
10.2
|
%
|
|||||||||||||||
Other
|
32,923
|
6.4
|
%
|
29,357
|
6.3
|
%
|
29,530
|
6.7
|
%
|
|||||||||||||||
Total
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$
|
514,556
|
100.0
|
%
|
$
|
464,590
|
100.0
|
%
|
$
|
438,330
|
100.0
|
%
|
• |
Economic Benefits of Therapy Services – Purchasers and providers of healthcare services, such as insurance companies, health maintenance organizations, businesses, and
industries, continuously seek cost savings for traditional healthcare services. We believe that our therapy services provide a cost-effective way to prevent short-term disabilities from becoming chronic conditions, to help avoid invasive
procedures, to speed recovery from surgery and musculoskeletal injuries and eliminate or minimize the need for opioids.
|
• |
Earlier Hospital Discharge – Changes in health insurance reimbursement, both public and private, have encouraged the earlier discharge of patients to reduce costs. We
believe that early hospital discharge practices foster greater demand for outpatient physical therapy services.
|
• |
Aging Population – In general, the elderly population has a greater incidence of disability compared to the population as a whole. As this segment of the population
continues to grow, we believe that demand for rehabilitation services will expand.
|
ITEM 1A. |
RISK FACTORS
|
• |
require us to maintain a quarterly fixed charge coverage ratio and minimum working capital ratio;
|
• |
limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions, to fund growth or for general corporate purposes;
|
• |
limit our future ability to refinance our indebtedness on terms acceptable to us or at all;
|
• |
limit our flexibility in planning for or reacting to changes in our business and market conditions or in funding our strategic growth plan; and
|
• |
impose on us financial and operational restrictions.
|
• |
facility and professional licensure/permits, including certificates of need;
|
• |
conduct of operations, including financial relationships among healthcare providers, Medicare fraud and abuse, and physician self-referral;
|
• |
addition of facilities and services; and
|
• |
coding, billing and payment for services.
|
• |
refunding amounts we have been paid pursuant to the Medicare or Medicaid programs or from managed care payors;
|
• |
state or federal agencies imposing fines, penalties and other sanctions on us;
|
• |
temporary suspension of payment for new patients to the facility or agency;
|
• |
decertification or exclusion from participation in the Medicare or Medicaid programs or one or more managed care payor networks;
|
• |
the imposition of a new Corporate Integrity Agreement;
|
• |
damage to our reputation;
|
• |
the revocation of a facility’s or agency’s license; and
|
• |
loss of certain rights under, or termination of, our contracts with managed care payors.
|
• |
the difficulty and expense of integrating acquired personnel into our business;
|
• |
the diversion of management’s time from existing operations;
|
• |
the potential loss of key employees of acquired companies;
|
• |
the difficulty of assignment and/or procurement of managed care contractual arrangements; and
|
• |
the assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for failure to comply with healthcare regulations.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
ITEM 1C. |
CYBERSECURITY
|
|
● |
Current cybersecurity landscape and emerging threats;
|
|
● |
Status of ongoing cybersecurity initiatives and strategies;
|
|
● |
Incident reports and learnings from any cybersecurity events; and
|
|
● |
Compliance with regulatory requirements and industry standards.
|
ITEM 2. |
PROPERTIES
|
ITEM 3. |
LEGAL PROCEEDINGS
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
Dividend Per Share
|
Aggregate Amount
(in thousands) |
||||||
02/21/2023
|
|
03/10/2023
|
|
04/07/2023
|
|
$
|
0.43
|
$
|
5,617
|
|||
05/02/2023
|
|
05/18/2023
|
|
06/09/2023
|
|
$
|
0.43
|
$
|
5,621
|
|||
08/07/2023
|
|
08/18/2023
|
|
09/08/2023
|
|
$
|
0.43
|
$
|
6,445
|
|||
11/06/2023
|
|
11/16/2023
|
|
12/08/2023
|
|
$
|
0.43
|
$
|
6,445
|
12/18
|
12/19
|
12/20
|
12/21
|
12/22
|
12/23
|
|
U. S. Physical Therapy, Inc.
|
100
|
112
|
117
|
93
|
79
|
91
|
NYSE Healthcare Index
|
100
|
119
|
132
|
161
|
155
|
159
|
ITEM 6. |
RESERVED
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
% Interest
|
Number of
|
||||
Acquisition
|
Date
|
Acquired
|
Clinics
|
|||
October 2023 Acquisition
|
October 31, 2023
|
**
|
*
|
|||
September 2023 Acquisition 1
|
September 29, 2023
|
70%
|
4
|
|||
September 2023 Acquisition 2
|
September 29, 2023
|
70%
|
1
|
|||
July 2023 Acquisition
|
July 31, 2023
|
70%
|
7
|
|||
May 2023 Acquisition
|
May 31, 2023
|
45%
|
4
|
|||
February 2023 Acquisition
|
February 28, 2023
|
80%
|
1
|
|||
November 2022 Acquisition
|
November 30, 2022
|
80%
|
13
|
|||
October 2022 Acquisition
|
October 31, 2022
|
60%
|
14
|
|||
September 2022 Acquisition
|
September 30, 2022
|
80%
|
2
|
|||
August 2022 Acquisition
|
August 31, 2022
|
70%
|
6
|
|||
March 2022 Acquisition
|
March 31, 2022
|
70%
|
6
|
|||
December 2021 Acquisition
|
December 31, 2021
|
75%
|
3
|
|||
November 2021 Acquisition
|
|
November 30, 2021
|
|
70%
|
|
*
|
September 2021 Acquisition
|
|
September 30, 2021
|
|
100%
|
|
*
|
June 2021 Acquisition
|
|
June 30, 2021
|
|
65%
|
|
8
|
March 2021 Acquisition
|
|
March 31, 2021
|
|
70%
|
|
6
|
* |
IIP business
|
**
|
On October 31, 2023, we concurrently acquired 100% of an IIP business and a 55% equity interest in
an ergonomics software business (“October 2023 Acquisition”).
|
For the Year Ended
|
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
Number of clinics, beginning of period
|
640
|
591
|
554
|
|||||||||
Additions
|
46
|
65
|
42
|
|||||||||
Closed or sold
|
(15
|
)
|
(16
|
)
|
(5
|
)
|
||||||
Number of clinics, end of period
|
671
|
640
|
591
|
Mature Clinics are clinics opened or acquired prior to January 1, 2022, and are still operating as of December 31, 2023.
|
Net rate per patient visit is net patient revenue related to our physical therapy operations divided by total number of
patient visits (defined below) during the periods presented.
|
Patient visits is the number of unique patient visits during the periods presented.
|
Average daily visits per clinic is patient visits divided by the number of days in which normal business operations were
conducted during the periods presented and further divided by the average number clinics in operation during the periods presented.
|
Full Year 2023 refers to the year ended December 31, 2023.
|
Full Year 2022 refers to the year ended December 31, 2022.
|
For the Year Ended
|
||||||||
December 31, 2023
|
December 31, 2022
|
|||||||
(In thousands, except per share data)
|
||||||||
Earnings per share
|
||||||||
Computation of earnings per share - USPH shareholders:
|
||||||||
Net income attributable to USPH shareholders
|
$
|
28,239
|
$
|
32,158
|
||||
Charges to retained earnings:
|
||||||||
Revaluation of redeemable non-controlling interest
|
(13,565
|
)
|
(3,890
|
)
|
||||
Tax effect at statutory rate (federal and state)
|
3,466
|
994
|
||||||
$
|
18,140
|
$
|
29,262
|
|||||
Earnings per share (basic and diluted)
|
$
|
1.28
|
$
|
2.25
|
||||
Shares used in computation - basic and diluted
|
14,188
|
12,985
|
For the Year Ended
|
||||||||
December 31, 2023
|
December 31, 2022
|
|||||||
(In thousands, except per share data)
|
||||||||
Adjusted EBITDA (a non-GAAP measure)
|
||||||||
Net income attributable to USPH shareholders
|
$
|
28,239
|
$
|
32,158
|
||||
Adjustments:
|
||||||||
Provision for income taxes
|
12,156
|
12,164
|
||||||
Depreciation and amortization
|
15,695
|
14,743
|
||||||
Interest expense, debt and other, net
|
9,303
|
5,779
|
||||||
Interest income from investments
|
(3,774
|
)
|
-
|
|||||
Impairment of goodwill and other intangible assets
|
17,495
|
9,112
|
||||||
Equity-based awards compensation expense
|
7,236
|
7,264
|
||||||
Change in revaluation of put-right liability
|
(2,582
|
)
|
5
|
|||||
Change in fair value of contingent earn-out consideration
|
1,550
|
(2,520
|
)
|
|||||
Relief Funds*
|
(467
|
)
|
-
|
|||||
Other income
|
(390
|
)
|
(859
|
)
|
||||
Allocation to non-controlling interests
|
(6,744
|
)
|
(4,185
|
)
|
||||
77,717
|
73,661
|
|||||||
Operating Results (a non-GAAP measure)
|
||||||||
Net income attributable to USPH shareholders
|
$
|
28,239
|
$
|
32,158
|
||||
Adjustments:
|
||||||||
Impairment of goodwill and other intangible assets
|
17,495
|
9,112
|
||||||
Change in fair value of contingent earn-out consideration
|
1,550
|
(2,520
|
)
|
|||||
Change in revaluation of put-right liability
|
(2,582
|
)
|
5
|
|||||
Relief Funds*
|
(467
|
)
|
-
|
|||||
Allocation to non-controlling interest
|
(5,215
|
)
|
(2,734
|
)
|
||||
Tax effect at statutory rate (federal and state)
|
(2,755
|
)
|
(987
|
)
|
||||
$
|
36,265
|
$
|
35,034
|
|||||
Operating Results per share (a non-GAAP measure)
|
$
|
2.56
|
$
|
2.70
|
For the Year Ended December 31,
|
Variance
|
|||||||||||||||||
2023
|
2022
|
$ |
|
%
|
||||||||||||||
(In thousands, except percentages)
|
||||||||||||||||||
Revenue related to:
|
||||||||||||||||||
Mature Clinics (1)
|
$
|
452,459
|
$
|
421,806
|
$
|
30,653
|
7.3
|
%
|
|
|||||||||
Clinic additions (2)
|
60,495
|
39,990
|
20,505
|
*
|
(6)
|
|
||||||||||||
Clinics sold or closed (3)
|
1,602
|
2,794
|
(1,192
|
)
|
*
|
(6)
|
|
|||||||||||
Net Patient Revenue
|
514,556
|
464,590
|
49,966
|
10.8
|
%
|
|||||||||||||
Other (4)
|
11,992
|
11,502
|
490
|
4.3
|
%
|
|||||||||||||
Total
|
526,548
|
476,092
|
50,456
|
10.6
|
%
|
|||||||||||||
Operating costs (4)
|
421,484
|
380,035
|
41,449
|
10.9
|
%
|
|||||||||||||
Gross profit
|
$
|
105,064
|
$
|
96,057
|
$
|
9,007
|
9.4
|
%
|
||||||||||
Financial and operating metrics (not in thousands):
|
||||||||||||||||||
Net rate per patient visit (1)
|
$
|
102.80
|
$
|
103.63
|
$
|
(0.83
|
)
|
(0.8
|
)%
|
|||||||||
Patient visits (1)
|
5,005,426
|
4,483,282
|
522,144.0
|
11.6
|
%
|
|||||||||||||
Average daily visits per clinic (1)
|
30.0
|
28.7
|
1.3
|
4.5
|
%
|
|||||||||||||
Gross margin
|
20.0
|
%
|
20.2
|
%
|
|
|
|
|
||||||||||
Salaries and related costs per visit, clinics (5)
|
$
|
59.19
|
$
|
59.52
|
$
|
(0.33
|
)
|
(0.6
|
)%
|
|||||||||
Operating costs per visit, clinics (5)
|
$
|
82.79
|
$
|
83.34
|
$
|
(0.55
|
)
|
(0.7
|
)%
|
|||||||||
Working days
|
254
|
255
|
(1
|
)
|
(0.4
|
)%
|
||||||||||||
Number of clinics at the end of the period
|
671
|
640
|
31
|
4.8
|
%
|
(1) |
See defined terms above for definitions.
|
(2)
|
Clinic additions during the years ended 2023 and 2022.
|
(3)
|
Revenue from closed clinics includes revenues from the 15 and 16 clinics closed during the full year December 31, 2023 and 2022, respectively.
|
(4)
|
Includes revenues and costs from management contracts.
|
(5)
|
Excludes management contract costs.
|
(6)
|
Not meaningful.
|
For the Year Ended December 31,
|
||||||||
202
|
2022
|
|||||||
(In thousands, except percentages)
|
||||||||
Net revene
|
$
|
78,254
|
$
|
77,052
|
||||
Operating costs
|
61,809
|
61,085
|
||||||
Gross profit
|
$
|
16,445
|
$
|
15,967
|
||||
Gross margin
|
21.0
|
%
|
20.7
|
%
|
For the Year Ended
|
||||||||
December 31, 2023
|
December 31, 2022
|
|||||||
(In thousands, except percentages)
|
||||||||
Income before taxes
|
$
|
49,376
|
$
|
55,571
|
||||
Less: Net income attributable to non-controlling interest:
|
||||||||
Redeemable non-controlling interest - temporary equity
|
(4,426
|
)
|
(6,902
|
)
|
||||
Non-controlling interest - permanent equity
|
(4,555
|
)
|
(4,347
|
)
|
||||
$
|
(8,981
|
)
|
$
|
(11,249
|
)
|
|||
Income before taxes less net income attributable to non-controlling interest
|
$
|
40,395
|
$
|
44,322
|
||||
Provision for income taxes
|
$
|
12,156
|
$
|
12,164
|
||||
Effective income tax rate
|
30.1
|
%
|
27.4
|
%
|
|
Year Ended
|
|||||||||||
|
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
|||||||||
|
||||||||||||
Net cash provided by operating activities
|
$
|
81,978
|
$
|
58,537
|
$
|
76,406
|
||||||
Net cash used in investing activities
|
45,015
|
81,269
|
124,136
|
|||||||||
Net cash provided by financing activities
|
84,268
|
25,759
|
43,379
|
|
1) |
Revolving Facility: $175 million, five-year, revolving credit facility (“Revolving Facility”), which includes a $12 million sublimit for the issuance of standby letters of credit and a $15 million sublimit for
swingline loans (each, a “Swingline Loan”).
|
|
2) |
Term Facility: $150 million term loan facility (the “Term Facility”). The Term Facility amortizes in quarterly installments of: (a) 0.625% in each of the first two years, (b) 1.250% in the third and fourth year,
and (c) 1.875% in the fifth year of the Credit Agreement. The remaining outstanding principal balance of all term loans is due on the maturity date.
|
Total
|
2024
|
2025
|
2026
|
2027
|
2028
|
Thereafter
|
||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||
Term facility (1)
|
$
|
144,375
|
5,625
|
7,500
|
9,375
|
$
|
121,875
|
$
|
-
|
$
|
-
|
|||||||||||||||||
Notes payable (2)
|
3,775
|
2,486
|
1,289
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
Interest expense on Term Facility and notes payable (3)
|
20,958
|
6,725
|
6,508
|
6,210
|
1,515
|
-
|
-
|
|||||||||||||||||||||
Operating leases (4)
|
144,666
|
46,845
|
36,447
|
27,406
|
18,495
|
10,025
|
5,448
|
|||||||||||||||||||||
$
|
313,774
|
$
|
61,681
|
$
|
51,744
|
$
|
42,991
|
$
|
141,885
|
$
|
10,025
|
$
|
5,448
|
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Reports of Independent Registered Public Accounting Firm—Grant Thornton LLP (PCAOB ID Number 248)
|
48 |
Audited Financial Statements:
|
|
51 | |
52 | |
53 | |
54 | |
55 | |
56 |
|
• |
We tested the design and operating effectiveness of controls relating to billing and cash collections, net rate trend analysis and cash collections versus net revenue trend
analysis.
|
|
• |
For a sample of patient visits, we inspected and compared underlying documents for each transaction, which included gross billing rates and cash collected (net revenue).
|
|
• |
For a sample of patient visits, we traced gross billings and net revenue to net revenue recorded in the general ledger and to each report used in determining and assessing the
contractual adjustment calculation.
|
|
• |
We compared cash collections to recorded net revenue over the twelve month period ended December 31, 2023 and again for the twelve month period ended in the first month
subsequent to period end, to identify whether there were unusual trends that would indicate that the usage of historical collection patterns would no longer be reasonable to predict future collection patterns.
|
|
• |
We tested the design and operating effectiveness of controls over management’s review of the assumptions used to project future cash flows, the selection of appropriate discount
rate, royalty rates, and valuation methodologies applied.
|
|
• |
We utilized valuation specialists to evaluate:
|
|
o |
The appropriateness of the methodologies applied,
|
|
o |
The reasonableness of the discount rate, royalty rates, and
|
|
o |
The qualifications of the third-party valuation specialist engaged by the Company based on their credentials and experience.
|
|
• |
We assessed the reasonableness of assumptions applied by management in their future cash flows, including revenue growth rates, EBITDA, and EBITDA margins.
|
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, $0.01
par value, 500,000 shares authorized, no shares issued and outstanding
|
-
|
-
|
||||||
Common stock, $0.01 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
|
For the Year Ended
|
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
Net patient revenue
|
$
|
514,556
|
$
|
464,590
|
$
|
438,330
|
||||||
Other revenue
|
90,246
|
88,554
|
56,692
|
|||||||||
Net revenue
|
604,802
|
553,144
|
495,022
|
|||||||||
Operating cost: | ||||||||||||
Salaries and related costs
|
353,390
|
319,191
|
278,469
|
|||||||||
Rent, supplies, contract labor and other
|
123,731
|
116,381
|
94,066
|
|||||||||
Provision for credit losses
|
6,172
|
5,548
|
5,305
|
|||||||||
Total operating cost
|
483,293
|
441,120
|
377,840
|
|||||||||
Gross profit
|
121,509
|
112,024
|
117,182
|
|||||||||
Corporate office costs |
51,953 | 46,111 | 46,533 | |||||||||
Impairment of goodwill and other intangible assets
|
17,495 | 9,112 | - | |||||||||
Operating income
|
52,061
|
56,801
|
70,649
|
|||||||||
Other (expense) income
|
||||||||||||
Interest expense, debt and other
|
(9,303
|
)
|
(5,779
|
)
|
(942
|
)
|
||||||
Interest income from investments
|
3,774
|
-
|
-
|
|||||||||
Change in fair value of contingent earn-out consideration
|
(1,550 | ) | 2,520 | - | ||||||||
Change in revaluation of put-right liability
|
2,582 | (5 | ) | - | ||||||||
Equity in earnings of unconsolidated affiliate
|
955
|
1,175
|
112
|
|||||||||
Relief Funds
|
467
|
-
|
4,597
|
|||||||||
Settlement of a legal matter
|
- | - | (2,635 | ) | ||||||||
Resolution of a payor matter
|
-
|
-
|
1,216
|
|||||||||
Other
|
390 | 859 | 199 | |||||||||
Total other (expense) income
|
(2,685
|
)
|
(1,230
|
)
|
2,547
|
|||||||
Income before taxes
|
49,376
|
55,571
|
73,196
|
|||||||||
Provision for income taxes
|
12,156
|
12,164
|
15,272
|
|||||||||
Net income
|
37,220
|
43,407
|
57,924
|
|||||||||
Less: Net income attributable to non-controlling interest:
|
||||||||||||
Redeemable non-controlling interest - temporary equity
|
(4,426
|
)
|
(6,902
|
)
|
(11,358
|
)
|
||||||
Non-controlling interest - permanent equity
|
(4,555
|
)
|
(4,347
|
)
|
(5,735
|
)
|
||||||
(8,981
|
)
|
(11,249
|
)
|
(17,093
|
)
|
|||||||
Net income attributable to USPH shareholders
|
$
|
28,239
|
$
|
32,158
|
$
|
40,831
|
||||||
Basic and diluted earnings per share attributable to USPH shareholders
|
$
|
1.28
|
$
|
2.25
|
$
|
2.41
|
||||||
Shares used in computation - basic and diluted
|
14,188
|
12,985
|
12,898
|
|||||||||
Dividends declared per common share
|
$
|
1.72
|
$
|
1.64
|
$
|
1.46
|
Year Ended | ||||||||||||
|
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
|||||||||
Net income
|
$
|
37,220
|
$
|
43,407
|
$
|
57,924
|
||||||
Other comprehensive loss
|
||||||||||||
Unrealized (loss) gain on cash flow hedge
|
(1,642
|
)
|
5,378
|
-
|
||||||||
Tax effect at statutory rate (federal and state)
|
420
|
(1,374
|
)
|
-
|
||||||||
Comprehensive income
|
$
|
35,998
|
$
|
47,411
|
$
|
57,924
|
||||||
Comprehensive income attributable to non-controlling interest
|
(8,981
|
)
|
(11,249
|
)
|
(17,093
|
)
|
||||||
Comprehensive income attributable to USPH shareholders
|
$
|
27,017
|
$
|
36,162
|
$
|
40,831
|
U.S. Physical Therapy, Inc. |
||||||||||||||||||||||||||||||||||||||||
Common Stock | Additional | Accumulated Other |
Retained | Treasury Stock | Total Shareholders’ | Non-Controlling | ||||||||||||||||||||||||||||||||||
Shares | Amount | Paid-In Capital | Comprehensive Gain |
Earnings | Shares | Amount | Equity | Interests | Total | |||||||||||||||||||||||||||||||
Balance January 1, 2021
|
15,066
|
$
|
151
|
$
|
95,622
|
$
|
-
|
$
|
212,015
|
(2,215
|
)
|
$
|
(31,628
|
)
|
$
|
276,160
|
$ | 1,470 | $ | 277,630 | ||||||||||||||||||||
Net income attributable to USPH shareholders
|
-
|
-
|
-
|
- |
40,831
|
-
|
-
|
40,831
|
- | 40,831 | ||||||||||||||||||||||||||||||
Net income attributable to non-controlling interest - permanent equity
|
- | - | - | - | - | - | - | - | 5,735 | 5,735 | ||||||||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations
|
60 | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest
|
-
|
-
|
-
|
- |
(9,686
|
)
|
-
|
-
|
(9,686
|
)
|
- | (9,686 | ) | |||||||||||||||||||||||||||
Purchase of non-controlling interest
|
- | - | (918 | ) | - | - | - | - | (918 | ) | (60 | ) | (978 | ) | ||||||||||||||||||||||||||
Sale of non-controlling interest
|
- | - | 96 | - | - | - | - | 96 | 2 | 98 | ||||||||||||||||||||||||||||||
Compensation expense - equity-based awards
|
-
|
-
|
7,867
|
- |
-
|
-
|
-
|
7,867
|
- | 7,867 | ||||||||||||||||||||||||||||||
Dividends paid to USPH shareholders
|
-
|
-
|
-
|
- |
(18,765
|
)
|
-
|
-
|
(18,765
|
)
|
- | (18,765 | ) | |||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity
|
-
|
-
|
-
|
- |
-
|
-
|
-
|
-
|
(5,572 | ) | (5,572 | ) | ||||||||||||||||||||||||||||
Short swing profit settlement
|
- | - | 20 | - | - | - | - | 20 | - | 20 | ||||||||||||||||||||||||||||||
Other
|
-
|
-
|
1
|
- |
-
|
-
|
-
|
1
|
- | 1 | ||||||||||||||||||||||||||||||
Balance December 31, 2021
|
15,126
|
$
|
151
|
$
|
102,688
|
$ | - |
$
|
224,395
|
(2,215
|
)
|
$
|
(31,628
|
)
|
$
|
295,606
|
$ | 1,575 | $ | 297,181 |
U.S. Physical Therapy, Inc. | ||||||||||||||||||||||||||||||||||||||||
Common Stock
|
Additional
|
Accumulated Other |
Retained
|
Treasury Stock
|
Total Shareholders’
|
Non-Controlling
|
|
|||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Paid-In Capital | Comprehensive Gain | Earnings |
Shares
|
Amount
|
Equity | Interests | Total | |||||||||||||||||||||||||||||||
Balance January 1, 2022 | 15,126 | $ | 151 | $ | 102,688 | $ | - | $ | 224,395 | (2,215 | ) | $ | (31,628 | ) | $ | 295,606 | $ | 1,575 | $ | 297,181 | ||||||||||||||||||||
Net income attributable to USPH shareholders
|
- | - | - | - | 32,158 | - | - | 32,158 | - | 32,158 | ||||||||||||||||||||||||||||||
Net income attributable to non-controlling interest - permanent equity
|
- | - | - | - | - | - | - | - | 4,347 | 4,347 | ||||||||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations
|
90
|
1
|
-
|
- |
-
|
-
|
-
|
1
|
- | 1 | ||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest
|
-
|
-
|
-
|
- |
(2,896
|
)
|
-
|
-
|
(2,896
|
)
|
- |
(2,896
|
)
|
|||||||||||||||||||||||||||
Purchase of non-controlling interest
|
- | - | (353 | ) | - | - | - | - | (353 | ) | (101 | ) | (454 | ) | ||||||||||||||||||||||||||
Compensation expense - equity-based awards
|
-
|
-
|
7,264
|
- |
-
|
-
|
-
|
7,264
|
- | 7,264 | ||||||||||||||||||||||||||||||
Transfer of compensation liability for certain stock
|
-
|
-
|
707
|
- |
-
|
-
|
-
|
707
|
- | 707 | ||||||||||||||||||||||||||||||
Dividends paid to USPH shareholders
|
-
|
-
|
-
|
- |
(21,321
|
)
|
-
|
-
|
(21,321
|
)
|
- |
(21,321
|
)
|
|||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity
|
-
|
-
|
-
|
- |
-
|
-
|
-
|
-
|
(5,246 | ) | (5,246 | ) | ||||||||||||||||||||||||||||
Deferred taxes related to redeemable non-controlling interest - temporary equity
|
- | - | - | - | 613 | - | - | 613 | - | 613 | ||||||||||||||||||||||||||||||
Other comprehensive gain
|
- | - | - | 4,004 | - | - | - | 4,004 | - | 4,004 | ||||||||||||||||||||||||||||||
Other
|
-
|
-
|
11
|
- |
(1
|
)
|
-
|
-
|
10
|
685 |
695
|
|||||||||||||||||||||||||||||
Balance December 31, 2022
|
15,216
|
$
|
152
|
$
|
110,317
|
$ | 4,004 |
$
|
232,948
|
(2,215
|
)
|
$
|
(31,628
|
)
|
$
|
315,793
|
$ | 1,260 | $ | 317,053 |
U.S. Physical Therapy, Inc. | ||||||||||||||||||||||||||||||||||||||||
Common Stock
|
Additional
|
Accumulated Other
|
Retained |
Treasury Stock
|
Total Shareholders’
|
Non-Controlling
|
|
|||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Paid-In Capital | Comprehensive Loss |
Earnings
|
Shares
|
Amount
|
Equity | Interests | Total |
|||||||||||||||||||||||||||||||
Balance January 1, 2023 | 15,216 | $ | 152 | $ | 110,317 | $ | 4,004 | $ | 232,948 | (2,215 | ) | $ | (31,628 | ) | $ | 315,793 | $ | 1,260 | $ | 317,053 | ||||||||||||||||||||
Net income attributable to USPH shareholders
|
- | - | - | - | 28,239 | - | - | 28,239 | - | 28,239 | ||||||||||||||||||||||||||||||
Net income attributable to non-controlling interest - permanent equity
|
- | - | - | - | - | - | - | - | 4,555 | 4,555 | ||||||||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations
|
70
|
-
|
-
|
- |
-
|
-
|
-
|
-
|
- | - | ||||||||||||||||||||||||||||||
Issuance of common stock, pursuant to the secondary public offering, net of issuance costs
|
1,916 | 20 | 163,626 | - | - | - | - | 163,646 | - | 163,646 | ||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest
|
-
|
-
|
-
|
- |
(13,564
|
)
|
-
|
-
|
(13,564
|
)
|
- | (13,564 | ) | |||||||||||||||||||||||||||
Compensation expense - equity-based awards
|
-
|
-
|
7,236
|
- |
-
|
-
|
-
|
7,236
|
- | 7,236 | ||||||||||||||||||||||||||||||
Sale of non-controlling interest | - | - | - | - | - | - | - | - | 4 | 4 | ||||||||||||||||||||||||||||||
Purchase of partnership interests - non-controlling interest
|
- | - | (83 | ) | - | - | - | - | (83 | ) | (36 | ) | (119 | ) | ||||||||||||||||||||||||||
Dividends payable to USPH shareholders
|
-
|
-
|
-
|
- |
(24,128
|
)
|
-
|
-
|
(24,128
|
)
|
- | (24,128 | ) | |||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity
|
-
|
-
|
-
|
- |
-
|
-
|
-
|
-
|
(4,567 | ) | (4,567 | ) | ||||||||||||||||||||||||||||
Deferred taxes related to redeeemable non-controlling interest - temporary equity
|
- | - | - | - | 587 | - | - | 587 | - | 587 | ||||||||||||||||||||||||||||||
Other comprehensive loss |
- | - | - | (1,222 | ) | (2 | ) | - | - | (1,224 | ) | - | (1,224 | ) | ||||||||||||||||||||||||||
Other |
- | - | - | - | (308 | ) | - | - | (308 | ) | - | (308 | ) | |||||||||||||||||||||||||||
Balance December 31, 2023
|
17,202
|
$
|
172
|
$
|
281,096
|
$ | 2,782 |
$
|
223,772
|
(2,215
|
)
|
$
|
(31,628
|
)
|
$
|
476,194
|
$ | 1,216 | $ | 477,410 |
Year Ended
|
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net income including non-controlling interest
|
$
|
37,220
|
$
|
43,407
|
$
|
57,924
|
||||||
Adjustments to reconcile net income including non-controlling interest to net cash provided by
operating activities:
|
||||||||||||
Depreciation and amortization
|
15,695
|
14,743
|
11,591
|
|||||||||
Provision for credit losses
|
6,172
|
5,548
|
5,305
|
|||||||||
Equity-based awards compensation expense
|
7,236
|
7,264
|
7,867
|
|||||||||
Amortization of debt issue costs
|
420
|
305
|
56
|
|||||||||
Change in deferred income taxes
|
4,490
|
4,309
|
5,688
|
|||||||||
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 | ) | (112 | ) | ||||||
Loss (gain) on sale of clinics and fixed assets
|
166 | (643 | ) | - | ||||||||
Impairment of goodwill and other intangible assets
|
17,495 | 9,112 | - | |||||||||
Other
|
-
|
(83
|
)
|
(134
|
)
|
|||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in patient accounts receivable
|
(5,645
|
)
|
(10,279
|
)
|
(9,417
|
)
|
||||||
Increase in accounts receivable - other
|
(356
|
)
|
(307
|
)
|
(1,538
|
)
|
||||||
Increase (decrease) in other current and long term assets
|
(197
|
)
|
(5,940
|
)
|
(633
|
)
|
||||||
Decrease (increase) in accounts payable and accrued expenses
|
15
|
(7,755
|
)
|
4,657
|
||||||||
Decrease (increase) in other long-term liabilities
|
1,254
|
2,546
|
(4,848
|
)
|
||||||||
Net cash provided by operating activities
|
81,978
|
58,537
|
76,406
|
|||||||||
INVESTING ACTIVITIES
|
||||||||||||
Purchase of fixed assets
|
(9,294
|
)
|
(8,248
|
)
|
(8,201
|
)
|
||||||
Purchase of majority interest in businesses, net of cash acquired
|
(26,582
|
)
|
(59,788
|
)
|
(86,823
|
)
|
||||||
Purchase of redeemable non-controlling interest, temporary equity
|
(10,986
|
)
|
(14,987
|
)
|
(28,465
|
)
|
||||||
Purchase of non controlling interest, permanent equity
|
(281
|
)
|
(280
|
)
|
(1,274
|
)
|
||||||
Proceeds on sale of non-controlling interest, permanent equity
|
102 | - | 131 | |||||||||
Proceeds on sale of partnership interest - redeemable non-controlling interest, temporary equity
|
875
|
402
|
69
|
|||||||||
Distributions from unconsolidated affiliate
|
830 | 1,259 | 152 | |||||||||
Proceeds on sale of partnership interest, clinics and fixed assets
|
- | 373 | 275 | |||||||||
Other
|
321 | - | - | |||||||||
Net cash used in investing activities
|
(45,015
|
)
|
(81,269
|
)
|
(124,136
|
)
|
||||||
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 | 316,000 | |||||||||
Distributions to non-controlling interest, permanent and temporary equity
|
(16,100
|
)
|
(15,348
|
)
|
(16,931
|
)
|
||||||
Cash dividends paid to shareholders
|
(24,128
|
)
|
(21,321
|
)
|
(18,765
|
)
|
||||||
Payments on revolving facility
|
(55,000
|
)
|
(184,000
|
)
|
(218,000
|
)
|
||||||
Principal payments on notes payable
|
(4,400
|
)
|
(930
|
)
|
(4,899
|
)
|
||||||
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
|
-
|
-
|
(14,054
|
)
|
||||||||
Other
|
-
|
12
|
28
|
|||||||||
Net cash provided by financing activities
|
84,268
|
25,759
|
43,379
|
|||||||||
Net increase in cash and cash equivalents
|
121,231
|
3,027
|
(4,351
|
)
|
||||||||
Cash and cash equivalents - beginning of period
|
31,594
|
28,567
|
32,918
|
|||||||||
Cash and cash equivalents - end of period
|
$
|
152,825
|
$
|
31,594
|
$
|
28,567
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Income taxes
|
$
|
4,926
|
$
|
7,615
|
$
|
12,214
|
||||||
Interest paid
|
$
|
8,655
|
$
|
5,687
|
$
|
1,352
|
||||||
Non-cash investing and financing transactions during the period:
|
||||||||||||
Purchase of businesses - seller financing portion
|
$
|
1,815
|
$
|
1,574
|
$
|
3,050
|
||||||
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
|
$
|
1,759
|
||||||
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
|
$
|
914
|
||||||
Notes receivable related to the sale of non-controlling interest, permanent equity
|
$
|
458
|
$
|
-
|
$
|
-
|
% Interest | Number of | |||||
Acquisition | Date | Acquired | Clinics | |||
October 2023 Acquisition | October 31, 2023 | ** |
* | |||
September 2023 Acquisition 1 | September 29, 2023 | 70% | 4 | |||
September 2023 Acquisition 2 | September 29, 2023 | 70% | 1 | |||
July 2023 Acquisition | July 31, 2023 | 70% | 7 | |||
May 2023 Acquisition | May 31, 2023 | 45% | 4 | |||
February 2023 Acquisition | February 28, 2023 | 80% | 1 | |||
November 2022 Acquisition
|
November 30, 2022 | 80% | 13 | |||
October 2022 Acquisition
|
October 31, 2022 | 60% | 14 | |||
September 2022 Acquisition
|
September 30, 2022 | 80% | 2 | |||
August 2022 Acquisition
|
August 31, 2022 | 70% | 6 | |||
March 2022 Acquisition
|
March 31, 2022 | 70% | 6 | |||
December 2021 Acquisition
|
|
December 31, 2021
|
|
75%
|
|
3
|
November 2021 Acquisition
|
|
November 30, 2021
|
|
70%
|
|
* |
September 2021 Acquisition
|
|
September 30, 2021
|
|
100%
|
|
* |
June 2021 Acquisition
|
|
June 30, 2021
|
|
65%
|
|
8
|
March 2021 Acquisition
|
|
March 31, 2021
|
|
70%
|
|
6
|
* |
IIP business
|
** | On October 31, 2023, the Company concurrently acquired 100% of an IIP business and a 55% equity interest in the ergonomics software business (“October 2023 Acquisition”). |
•
|
Level 1 – Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
|
•
|
Level 3 – Unobservable inputs based on the Company’s own assumptions.
|
For the Year Ended
|
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
|
(In thousands, except per share data) | |||||||||||
Computation of earnings per share - USPH shareholders: | ||||||||||||
Net income attributable to USPH shareholders
|
$
|
28,239
|
$
|
32,158
|
$
|
40,831
|
||||||
Charges to retained earnings:
|
||||||||||||
Revaluation of redeemable non-controlling interest
|
(13,565
|
)
|
(3,890
|
)
|
(13,011
|
)
|
||||||
Tax effect at statutory rate (federal and state)
|
3,466
|
994
|
3,324
|
|||||||||
$
|
18,140
|
$
|
29,262
|
$
|
31,144
|
|||||||
Earnings per share (basic and diluted)
|
$
|
1.28
|
$
|
2.25
|
$
|
2.41
|
||||||
Shares used in computation:
|
||||||||||||
Basic and diluted earnings per share - weighted-average shares
|
14,188
|
12,985
|
12,898
|
|
|
% Interest
|
Number of
|
|||||||
Acquisition
|
Date
|
Acquired
|
Clinics
|
|||||||
October 2023 Acquisition
|
October 31, 2023
|
** |
|
*
|
||||||
September 2023 Acquisition1
|
September 29, 2023
|
70%
|
|
4
|
||||||
September 2023 Acquisition2
|
September 29, 2023
|
70%
|
|
1
|
||||||
July 2023 Acquisition
|
July 31, 2023
|
70%
|
|
7
|
||||||
May 2023 Acquisition
|
May 31, 2023
|
45%
|
|
4
|
||||||
February 2023 Acquisition
|
February 28, 2023
|
80%
|
|
1
|
* |
IIP business
|
** |
On October 31,
2023, the Company concurrently acquired 100% of an IIP business and a 55% equity interest in the ergonomics software business (“October 2023 Acquisition”).
|
For the Year Ended December 31, 2023
|
||||||||||||
Physical Therapy
|
||||||||||||
IIP
|
Operations
|
Total
|
||||||||||
(In thousands)
|
||||||||||||
Cash paid, net of cash acquired
|
$
|
3,955
|
$
|
22,627
|
$
|
26,582
|
||||||
Seller note
|
-
|
985
|
985
|
|||||||||
Deferred payments
|
-
|
830
|
830
|
|||||||||
Contingent payments
|
-
|
200
|
200
|
|||||||||
Total consideration
|
$
|
3,955
|
$
|
24,642
|
$
|
28,597
|
||||||
|
||||||||||||
Estimated fair value of net tangible assets acquired:
|
||||||||||||
Total current assets
|
$
|
392
|
$
|
1,141
|
$
|
1,533
|
||||||
Total non-current assets
|
335
|
3,149
|
3,484
|
|||||||||
Total liabilities
|
(41
|
)
|
(3,163
|
)
|
(3,204
|
)
|
||||||
Net tangible assets acquired
|
686
|
1,127
|
1,813
|
|||||||||
Customer and referral relationships
|
757
|
6,819
|
7,576
|
|||||||||
Non-compete agreement
|
37
|
329
|
366
|
|||||||||
Tradenames
|
187
|
1,680
|
1,867
|
|||||||||
Goodwill
|
2,562
|
25,521
|
28,083
|
|||||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
(274
|
)
|
(10,834
|
)
|
(11,108
|
)
|
||||||
$
|
3,955
|
$
|
24,642
|
$
|
28,597
|
|
|
% Interest
|
Number of
|
|||||||
Acquisition
|
Date
|
Acquired
|
Clinics
|
|||||||
November 2022 Acquisition
|
November 30, 2022
|
80%
|
|
13
|
||||||
October 2022 Acquisition
|
October 31, 2022
|
60%
|
|
14
|
||||||
September 2022 Acquisition
|
September 30, 2022
|
80%
|
|
2
|
||||||
August 2022 Acquisition
|
August 31, 2022
|
70%
|
|
6
|
||||||
March 2022 Acquisition
|
March 31, 2022
|
70%
|
|
6
|
Physical Therapy | ||||
Operations
|
||||
(In thousands) |
||||
Cash paid, net of cash acquired
|
$
|
59,788
|
||
Seller notes
|
1,574
|
|||
Contingent payments
|
10,000
|
|||
Total consideration
|
$
|
71,362
|
||
Estimated fair value of net tangible assets acquired:
|
||||
Total current assets
|
$
|
1,329
|
||
Total non-current assets
|
7,798
|
|||
Total liabilities
|
(10,930
|
)
|
||
Net tangible assets acquired
|
(1,803
|
)
|
||
Customer and referral relationships
|
18,062
|
|||
Non-compete agreements
|
934
|
|||
Tradenames
|
5,445
|
|||
Goodwill
|
75,525
|
|||
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
(26,801
|
)
|
||
$
|
71,362
|
% Interest |
Number of | |||||||||
Acquisition | Date | Acquired | Clinics |
|||||||
December 2021 Acquisition | December 31, 2021 | 75% |
|
3 | ||||||
November 2021 Acquisition
|
November 30, 2021
|
70%
|
|
*
|
||||||
September 2021 Acquisition
|
September 30, 2021
|
100%
|
|
*
|
||||||
June 2021 Acquisition
|
June 30, 2021
|
65%
|
|
8
|
||||||
March 2021 Acquisition | March 31, 2021 | 70% |
|
6 |
* |
IIP business
|
Physical Therapy
|
|
|||||||||||
IIP | Operations | Total | ||||||||||
(In thousands) | (In thousands) | (In thousands) |
||||||||||
Cash paid, net of cash acquired
|
$
|
63,193
|
$
|
23,630
|
$
|
86,823
|
||||||
Seller notes
|
1,250
|
800
|
2,050
|
|||||||||
Contingent payments
|
2,520 | 837 | 3,357 | |||||||||
Other payable
|
- | 1,000 | 1,000 | |||||||||
Seller put right
|
3,522
|
- |
3,522
|
|||||||||
Total consideration
|
$
|
70,485
|
$
|
26,267
|
$
|
96,752
|
||||||
|
||||||||||||
Estimated fair value of net tangible assets acquired:
|
||||||||||||
Total current assets
|
$
|
5,588
|
$
|
1,885
|
$
|
7,473
|
||||||
Total non-current assets
|
12,620
|
7,014
|
19,634
|
|||||||||
Total liabilities
|
(4,842
|
)
|
(8,313
|
)
|
(13,155
|
)
|
||||||
Net tangible assets acquired
|
|
13,366
|
|
586
|
|
13,952
|
||||||
Customer and referral relationships
|
21,127
|
7,969
|
29,096
|
|||||||||
Non-compete agreements
|
500
|
415
|
915
|
|||||||||
Tradenames
|
5,141
|
2,144
|
7,285
|
|||||||||
Goodwill
|
58,257
|
27,109
|
85,366
|
|||||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
(27,906
|
)
|
(11,956
|
)
|
(39,862
|
)
|
||||||
$
|
70,485
|
$
|
26,267
|
$
|
96,752
|
1. |
Prior to the Acquisition, the Therapy Practice exists as a separate legal entity (the “Seller Entity”). The Seller Entity is owned by one
or more individuals (the “Selling Shareholders”) most of whom are physical therapists that work in the Acquired Therapy Practice and provide physical therapy services to patients.
|
2. |
In conjunction with the Acquisition, the Seller Entity contributes the acquired Therapy Practice into a newly-formed limited partnership
(“NewCo”), in exchange for one hundred percent (100%) of the limited and general partnership interests in NewCo. Therefore, in
this step, NewCo becomes a wholly-owned subsidiary of the Seller Entity.
|
|
3. | The Company enters into an agreement (the “Purchase Agreement”) to acquire from the Seller Entity a majority (ranges from 50% to 90%) of the limited partnership interest and in all cases 100% of the general partnership interest in NewCo. The Company does not purchase 100% of the limited partnership interest because the Selling Shareholders, through the Seller Entity, want to maintain an ownership percentage. The consideration for the Acquisition is primarily payable in the form of cash at closing and a two-year note in lieu of an escrow (the “Purchase Price”). The Purchase Agreement usually does not contain any future earn-out or other contingent consideration that is payable to the Seller Entity or the Selling Shareholders. |
4. |
The Company and the Seller Entity also execute a partnership agreement (the “Partnership Agreement”) for NewCo that sets forth the rights
and obligations of the limited and general partners of NewCo. After the Acquisition, the Company is the general partner of NewCo.
|
5. |
As noted above, the Company does not purchase 100% of the limited partnership interests in NewCo and the Seller Entity retains a portion
of the limited partnership interest in NewCo (“Seller Entity Interest”).
|
6. |
In most cases, some or all of the Selling Shareholders enter into an employment agreement (the “Employment Agreement”) with NewCo with an
initial term that ranges from three to five years (the “Employment Term”), with automatic one-year renewals,
unless employment is terminated prior to the end of the Employment Term. As a result, a Selling Shareholder becomes an employee (“Employed Selling Shareholder”) of NewCo. The employment of an Employed Selling Shareholder can be terminated
by the Employed Selling Shareholder or NewCo, with or without cause, at any time. In a few situations, a Selling Shareholder does not become employed by NewCo and is not involved with NewCo following the closing; in those situations, such
Selling Shareholders sell their entire ownership interest in the Seller Entity as of the closing of the Acquisition.
|
7. |
The compensation of each Employed Selling Shareholder is specified in the Employment Agreement and is customary and commensurate with his
or her responsibilities based on other employees in similar capacities within NewCo, the Company and the industry.
|
8. |
The Company and the Selling Shareholder (including both Employed Selling Shareholders and Selling Shareholders not employed by NewCo)
execute a non-compete agreement (the “Non-Compete Agreement”) which restricts the Selling Shareholder from engaging in competing Therapy Practice activities for a specified period of time (the “Non-Compete Term”). A Non-Compete Agreement is
executed with the Selling Shareholders in all cases. That is, even if the Selling Shareholder does not become an Employed Selling Shareholder, the Selling Shareholder is restricted from engaging in a competing Therapy Practice during the
Non-Compete Term.
|
9. |
The Non-Compete Term commences as of the date of the Acquisition and expires on the later of:
|
a. |
Two years after the date an
Employed Selling Shareholders’ employment is terminated (if the Selling Shareholder becomes an Employed Selling Shareholder) or
|
b. |
Five to six years from the date of the Acquisition, as defined in the Non-Compete Agreement, regardless of whether the Selling Shareholder is employed
by NewCo.
|
10. |
The Non-Compete Agreement applies to a restricted region which is defined as a mileage radius from the Acquired Therapy Practice. That is,
an Employed Selling Shareholder is permitted to engage in competing Therapy Practices or activities outside the designated geography (after such Employed Selling Shareholder no longer is employed by NewCo) and a Selling Shareholder who is
not employed by NewCo immediately is permitted to engage in the competing Therapy Practice or activities outside the designated geography.
The Partnership Agreement contains provisions for the redemption of the Seller Entity Interest, either at the option of the Company (the
“Call Right”) or at the option of the Seller Entity (the “Put Right”) as follows:
|
1. |
Put Right
|
a. |
In the event that any Selling Shareholder’s employment is terminated under certain circumstances prior to the fifth anniversary of the
Closing Date, the Seller Entity thereafter may have an irrevocable right to cause the Company to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest at the purchase price
described in “3” below.
|
b. |
In the event that any Selling Shareholder is not employed by NewCo as of the fifth anniversary of the Closing Date and the Company has not
exercised its Call Right with respect to the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest, Seller Entity thereafter has the Put Right to cause the Company to purchase from Seller Entity the Terminated
Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest at the purchase price described in “3” below.
|
c.
|
In the event that any Selling Shareholder’s employment with NewCo is terminated for any reason on or after the fifth anniversary of
the Closing Date, the Seller Entity has the Put Right, and upon the exercise of the Put Right, the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest shall be redeemed by the Company at the purchase price
described in “3” below.
|
2. |
Call Right
|
a. |
If any Selling Shareholder’s employment by NewCo is terminated prior to the fifth anniversary of the Closing Date, the Company thereafter
has an irrevocable right to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest, in each case at the purchase price described in “3” below.
|
b. |
In the event that any Selling Shareholder’s employment with NewCo is terminated for any reason on or after the fifth anniversary of the
Closing Date, the Company has the Call Right, and upon the exercise of the Call Right, the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest shall be redeemed by the Company at the purchase price described in
“3” below.
|
3. |
For the Put Right and the Call Right, the purchase price is derived from a formula based on a specified multiple of NewCo’s trailing
twelve months of earnings before interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus an Allocable Percentage of any undistributed earnings of NewCo (the “Redemption Amount”). NewCo’s earnings are
distributed monthly based on available cash within NewCo; therefore, the undistributed earnings amount is small, if any.
|
4. |
The Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple of the trailing
twelve-month earnings that is used in the Put Right and the Call Right noted above.
|
5. |
The Put Right and the Call Right do not have an expiration date.
|
6. |
The Put Right and the Call Right never apply to Selling Shareholders who do not become employed by NewCo, since the Company requires that
such Selling Shareholders sell their entire ownership interest in the Seller Entity at the closing of the Acquisition.
An Employed Selling Shareholder’s ownership of his or her equity interest in the Seller Entity predates the Acquisition and the Company’s
purchase of its partnership interest in NewCo. The Employment Agreement and the Non-Compete Agreement do not contain any provision to escrow or “claw back” the equity interest in the Seller Entity held by such Employed Selling Shareholder,
nor the Seller Entity Interest in NewCo, in the event of a breach of the employment or non-compete terms. More specifically, even if the Employed Selling Shareholder is terminated for “cause” by NewCo, such Employed Selling Shareholder does
not forfeit his or her right to his or her full equity interest in the Seller Entity and the Seller Entity does not forfeit its right to any portion of the Seller Entity Interest. The Company’s only recourse against the Employed Selling
Shareholder for breach of either the Employment Agreement or the Non-Compete Agreement is to seek damages and other legal remedies under such agreements. There are no conditions in any of the arrangements with an Employed Selling
Shareholder that would result in a forfeiture of the equity interest held in the Seller Entity or of the Seller Entity Interest.
|
|
1. |
Prior to the acquisition, the Progressive Subsidiaries were owned by a legal entity (“Progressive Parent”) controlled by its
individual owners (the “Progressive Selling Shareholders”), who work in and manage the Progressive business.
|
|
2. |
In conjunction with the acquisition, the Progressive Selling Shareholders caused the Progressive Parent to transfer its ownership of
the Progressive Subsidiaries into a newly-formed limited liability company (“Progressive NewCo”), in exchange for one hundred percent (100%)
of the membership interests in Progressive NewCo. Therefore, in this step, Progressive NewCo became wholly-owned by the Progressive Selling Shareholders.
|
|
3. |
The Company entered into an agreement (the “Progressive Purchase Agreement”) to acquire from the Progressive Selling Shareholders a
majority of the membership interest in Progressive NewCo. The consideration for the acquisition is primarily payable in the form of cash at closing, a relatively small portion paid in cash after the closing contingent on certain
performance criteria, and a small note in lieu of an escrow (the “Progressive Purchase Price”).
|
|
4. |
The Company and the Progressive Selling Shareholders also executed an operating agreement (the “Progressive Operating Agreement”) for
Progressive NewCo that sets forth the rights and obligations of the members of Progressive NewCo.
|
|
5. |
As noted above, the Company did not purchase 100% of the membership interests in Progressive NewCo and the Progressive Selling Shareholders retained a portion of the membership interest in Progressive NewCo (“Progressive
Selling Shareholders’ Interest”).
|
|
6. |
The Company and the Progressive Selling Shareholders executed a non-compete agreement (the “Progressive Non-Compete Agreement”) which
restricts the Progressive Selling Shareholders from competing for a specified period of time (the “Progressive Non-Compete Term”).
|
|
7. |
The Progressive Non-Compete Term commences as of the date of the closing of the Progressive acquisition (the “Progressive Closing
Date”) and expires on the later of:
|
|
a. |
Two years after the
date a Progressive Selling Shareholder no longer is involved in the management of Progressive NewCo or
|
|
b. |
Seven years from the
date of the acquisition.
|
|
8. |
The Progressive Non-Compete Agreement applies to the entire United States.
|
|
9. |
The Progressive Put Right (as defined below) and the Progressive Call Right (as defined below) do not have an expiration date. The
Progressive Operating Agreement contains provisions for the redemption of the Progressive Selling Shareholder’s Interest, either at the option of the Company (the “Progressive Call Right”) or at the option of the Progressive Selling
Shareholder (the “Progressive Put Right”) as follows:
|
|
1. |
Progressive Put Right
|
|
a.
|
Each of the Progressive Selling Shareholders has the right to sell 30% of their respective residual interests on each of the 4th and 5th anniversaries of the Progressive Closing Date, and then 10% on each of the 6th and 7th anniversaries
|
|
b. |
In the event that any Progressive Selling Shareholder terminates his management relationship with Progressive NewCo for any reason on
or after the seventh anniversary of the Closing Date, the Progressive Selling Shareholder has the Progressive Put Right, and upon the exercise of the Progressive Put Right, the Progressive Selling Shareholder’s Interest shall be
redeemed by the Company at the purchase price described in “3” below.
|
|
2. |
Progressive Call Right
|
|
a. |
If any Progressive Selling Shareholder’s ceases to perform management services on behalf of Progressive NewCo, the Company thereafter
shall have an irrevocable right to purchase from such Progressive Selling Shareholder his Interest, in each case at the purchase price described in “3” below.
|
|
3. |
For the Progressive Put Right and the Progressive Call Right, the purchase price is derived from a formula based on a specified
multiple of Progressive NewCo’s trailing twelve months of earnings before interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus an Allocable Percentage of any undistributed earnings of Progressive
NewCo (the “Progressive Redemption Amount”). Progressive NewCo’s earnings are distributed monthly based on available cash within Progressive NewCo; therefore, the undistributed earnings amount is small, if any.
|
|
4. |
The Progressive Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple
of the trailing twelve-month earnings that is used in the Progressive Put Right and the Progressive Call Right noted above.
|
|
5. |
The Progressive Put Right and the Progressive Call Right do not have an expiration date.
|
For the Year Ended
|
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
(In thousands) | ||||||||||||
Beginning balance
|
$
|
167,515
|
$
|
155,262
|
$
|
132,340
|
||||||
Net income allocated to redeemable non-controlling interest
|
4,426
|
6,902
|
11,358
|
|||||||||
Distributions to redeemable non-controlling interest partners
|
(11,533
|
)
|
(10,102
|
)
|
(11,359
|
)
|
||||||
Changes in the fair value of redeemable non-controlling interest
|
13,565
|
3,862
|
13,011
|
|||||||||
Purchases of redeemable non-controlling interest
|
(12,073
|
)
|
(16,061
|
)
|
(30,204
|
)
|
||||||
Acquired interest
|
11,007
|
26,746
|
39,862
|
|||||||||
Contributed capital
|
- |
231
|
-
|
|||||||||
Sales of redeemable non-controlling interest
|
5,012
|
1,982
|
982
|
|||||||||
Changes in notes receivable related to redeemable non-controlling interest
|
(3,091
|
)
|
(1,901
|
)
|
(914
|
)
|
||||||
Adjustments in notes receivables related to the sales of redeemable non-controlling interest
|
-
|
594
|
186
|
|||||||||
Ending balance
|
$
|
174,828
|
$
|
167,515
|
$
|
155,262
|
As of the Year Ended | ||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
(In thousands) | ||||||||||||
Contractual time period has lapsed but holder’s employment has not terminated
|
$
|
96,876
|
$
|
75,688
|
$
|
80,781
|
||||||
Contractual time period has not lapsed and holder’s employment has not terminated
|
77,952
|
91,827
|
74,481
|
|||||||||
Holder’s employment has terminated and contractual time period has expired
|
-
|
-
|
-
|
|||||||||
Holder’s employment has terminated and contractual time period has not expired
|
-
|
-
|
-
|
|||||||||
$
|
174,828
|
$
|
167,515
|
$
|
155,262
|
For the Year Ended
|
||||||||
December 31, 2023 | December 31, 2022 | |||||||
(In thousands) | ||||||||
Beginning balance
|
$
|
494,101
|
$
|
434,679
|
||||
Acquisitions
|
28,083
|
72,674
|
||||||
Adjustments for purchase price allocation of businesses acquired in prior year
|
3,187
|
(4,140
|
)
|
|||||
Impairment of goodwill
|
(15,800 | ) | (9,112 | ) | ||||
Ending balance
|
$
|
509,571
|
$
|
494,101
|
As of the Year Ended
|
||||||||||||||||||||||||
December 31, 2023 | December 31, 2022 | |||||||||||||||||||||||
Gross
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
Gross
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
Customer and referral relationships
|
$
|
93,658
|
$
|
(30,414
|
)
|
$
|
63,244
|
$
|
86,974
|
$
|
(23,736
|
)
|
$
|
63,238
|
||||||||||
Tradenames
|
44,573
|
-
|
44,573
|
43,373
|
-
|
43,373
|
||||||||||||||||||
Non-compete agreements
|
9,459
|
(7,594
|
)
|
1,865
|
9,143
|
(6,999
|
)
|
2,144
|
||||||||||||||||
$
|
147,690
|
$
|
(38,008
|
)
|
$
|
109,682
|
$
|
139,490
|
$
|
(30,735
|
)
|
$
|
108,755
|
For the Year Ended | ||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
(In thousands)
|
||||||||||||
Customer and referral relationships
|
$
|
6,678
|
$
|
5,974
|
$
|
3,240
|
||||||
Non-compete agreements
|
595
|
549
|
458
|
|||||||||
|
$
|
7,273
|
$
|
6,523
|
$
|
3,698
|
For the Year Ended December 31,
|
Customer and
Referral Relationships
|
Non-Compete
Agreements
|
||||||
(In thousands)
|
||||||||
2024
|
$
|
6,967
|
$
|
599
|
||||
2025
|
6,823
|
533
|
||||||
2026
|
6,356
|
393
|
||||||
2027
|
6,192
|
232
|
||||||
2028
|
5,923
|
102
|
||||||
Thereafter
|
$
|
30,983
|
$
|
6
|
As of the Year Ended |
||||||||
December 31, 2023
|
December 31, 2022
|
|||||||
(In thousands) |
||||||||
Salaries and related costs
|
$
|
25,641
|
$
|
22,912
|
||||
Credit balances due to patients and payors
|
8,847
|
8,094
|
||||||
Group health insurance claims
|
2,301
|
1,666
|
||||||
Federal income taxes payable
|
1,006
|
-
|
||||||
Contingency payable
|
12,285
|
620
|
||||||
Other property taxes payable |
355 | 277 | ||||||
Interest payable |
235 | 273 | ||||||
Closure costs
|
231 | 243 | ||||||
Other
|
4,443
|
3,328
|
||||||
|
$
|
55,344
|
$
|
37,413
|
As of the Year Ended |
||||||||||||||||||||||||
December 31, 2023 |
December 31, 2022 |
|||||||||||||||||||||||
Principal
Amount
|
Unamortized Debt
Issuance Cost
|
Net Debt
|
Principal
Amount
|
|
|
Unamortized Debt
Issuance Cost
|
|
|
Net Debt
|
|||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Term Facility
|
$
|
144,375
|
$
|
(1,468
|
)
|
$
|
142,907
|
$
|
148,125
|
$
|
(1,861
|
)
|
$
|
146,264
|
||||||||||
Revolving Facilitiy
|
-
|
-
|
-
|
31,000
|
-
|
31,000
|
||||||||||||||||||
Other (1)
|
3,775
|
-
|
3,775
|
6,430
|
-
|
6,430
|
||||||||||||||||||
Total debt
|
|
148,150
|
|
(1,468
|
)
|
|
146,682
|
|
185,555
|
|
(1,861
|
)
|
|
183,694
|
||||||||||
Less: Current portion of long-term
debt
|
8,111
|
(420
|
)
|
7,691
|
8,271
|
(408
|
)
|
7,863
|
||||||||||||||||
Long-term debt, net of current portion
|
$
|
140,039
|
$
|
(1,048
|
)
|
$
|
138,991
|
$
|
177,284
|
$
|
(1,453
|
)
|
$
|
175,831
|
1)
|
Revolving Facility: $175 million, five-year, revolving credit facility (“Revolving Facility”), which includes a $12 million sublimit for the issuance of standby letters of credit and a $15 million sublimit for swingline loans (each, a “Swingline Loan”). |
2)
|
Term Facility: $150 million term loan facility (the “Term Facility”). The Term Facility amortizes
in quarterly installments of: (a) 0.625% in each of the first two years, (b) 1.250% in the third and fourth year, and (c) 1.875% in the fifth year of the Credit Agreement. The remaining outstanding principal balance of all term
loans is due on the maturity date.
|
For the Year Ended |
||||||||
December 31, 2023 | December 31, 2022 | |||||||
(In thousands) |
||||||||
Net income
|
$
|
37,220
|
$
|
43,407
|
||||
Other comprehensive (loss) gain
|
||||||||
Unrealized (loss) gain on cash flow hedge
|
(1,642
|
)
|
5,378
|
|||||
Tax effect at statutory rate (federal and state)
|
420
|
(1,374
|
)
|
|||||
Comprehensive income
|
$
|
35,998
|
$
|
47,411
|
||||
Comprehensive income attributable to non-controlling interest
|
(8,981
|
)
|
(11,249
|
)
|
||||
Comprehensive income attributable to USPH shareholders
|
27,017
|
36,162
|
|
As of the Year Ended |
|||||||
December 31, 2023
|
December 31, 2022
|
|||||||
(In thousands) |
||||||||
Other current assets
|
$
|
2,663
|
$
|
2,858
|
||||
Other assets
|
$
|
1,073
|
$ | 2,520 | ||||
3,736 | 5,378 |
For the Year Ended
|
||||||||||||
December 31, 2023 |
December 31, 2022
|
December 31, 2021
|
||||||||||
(In thousands) | ||||||||||||
Operating lease cost
|
$ | 38,559 |
$
|
35,154
|
$
|
32,021
|
||||||
Short-term lease cost
|
1,353 |
1,049
|
1,160
|
|||||||||
Variable lease cost
|
8,912 |
6,287
|
7,057
|
|||||||||
Total lease cost*
|
$ | 48,824 |
$
|
42,490
|
$
|
40,238
|
*
|
Sublease income was immaterial.
|
For the Year Ended
|
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021 | ||||||||||
(In thousands) | ||||||||||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
$ | 39,813 |
$
|
36,136
|
$
|
33,192
|
||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$ | 36,264 |
$
|
40,502
|
$
|
46,088
|
Fiscal Year
|
Amount
(In thousands)
|
|||
2024 |
$
|
38,809 | ||
2025 |
30,628 | |||
2026 |
22,845 | |||
2027 |
15,275 | |||
2028 and thereafter
|
13,174 | |||
Total lease payments
|
$
|
120,731 | ||
Less: imputed interest
|
8,826 | |||
Total operating lease liabilities
|
$
|
111,905 |
|
As of the Year Ended
|
|||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021 |
||||||||||
Weighted-average remaining lease term
|
3.9 years |
4.1 Years |
4.2 Years | |||||||||
Weighted-average discount rate
|
4.0 | % | 2.9 | % | 2.8 | % |
As of the Year Ended |
||||||||
December 31, 2023
|
December 31, 2022
|
|||||||
(In thousands) |
||||||||
Deferred tax assets:
|
||||||||
Compensation
|
$
|
1,680
|
$
|
1,464
|
||||
Allowance for credit losses
|
574
|
605
|
||||||
Lease obligations - including closed clinics
|
28,592
|
28,525
|
||||||
Deferred tax assets
|
$
|
30,846
|
$
|
30,594
|
||||
Deferred tax liabilities:
|
||||||||
Depreciation and amortization
|
$
|
(27,290
|
)
|
$
|
(23,836
|
)
|
||
Operating lease right-of-use assets
|
(26,427
|
)
|
(26,318
|
)
|
||||
Gain on cash flow hedge
|
(955 | ) | (1,373 | ) | ||||
Change in revaluation of put-right liability
|
(586 | ) | - | |||||
Other
|
(403
|
)
|
(370
|
)
|
||||
Deferred tax liabilities
|
(55,661
|
)
|
(51,897
|
)
|
||||
Net deferred tax liabilities
|
$
|
(24,815
|
)
|
$
|
(21,303
|
)
|
For the Year Ended |
||||||||||||||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021 | ||||||||||||||||||||||
(In Thousands) |
||||||||||||||||||||||||
U. S. tax at statutory rate
|
$
|
8,483
|
21.0
|
%
|
$
|
9,307
|
21.0
|
%
|
$
|
11,782
|
21.0
|
%
|
||||||||||||
State income taxes, net of federal benefit
|
2,135
|
5.3
|
%
|
2,079
|
4.7
|
%
|
2,478
|
4.4
|
%
|
|||||||||||||||
Shortfall (excess) equity compensation deduction
|
123
|
0.3
|
%
|
149
|
0.3
|
%
|
(246
|
)
|
-0.4
|
%
|
||||||||||||||
Non-deductible expenses
|
710
|
1.8
|
%
|
629
|
1.4
|
%
|
1,258
|
2.2
|
%
|
|||||||||||||||
Return to provision adjustments
|
705 | 1.7 | % | - | 0.0 | % | - | 0.0 | % | |||||||||||||||
$
|
12,156
|
30.1
|
%
|
$
|
12,164
|
27.4
|
%
|
$
|
15,272
|
27.2
|
%
|
For the Year Ended |
||||||||||||
December 31, 2023
|
December 31, 2022
|
December 31, 2021
|
||||||||||
(In Thousands) |
||||||||||||
Current:
|
||||||||||||
Federal
|
$
|
6,996
|
$
|
(770
|
)
|
$
|
7,477
|
|||||
State
|
512
|
518
|
2,107
|
|||||||||
Total current
|
7,508
|
(252
|
)
|
9,584
|
||||||||
Deferred:
|
||||||||||||
Federal
|
3,819
|
9,933
|
4,866
|
|||||||||
State
|
829
|
2,483
|
822
|
|||||||||
Total deferred
|
4,648
|
12,416
|
5,688
|
|||||||||
Total income tax provision
|
$
|
12,156
|
$
|
12,164
|
$
|
15,272
|
For the Year Ended December 31, | ||||||||||||
2023
|
2022
|
2021
|
||||||||||
(In thousands)
|
||||||||||||
Net revenue:
|
||||||||||||
Physical therapy operations
|
$
|
526,548
|
$
|
476,092
|
$
|
451,122
|
||||||
Industrial injury prevention services
|
78,254
|
77,052
|
43,900
|
|||||||||
Total Company
|
$
|
604,802
|
$
|
553,144
|
$
|
495,022
|
||||||
Operating Costs: | ||||||||||||
Salaries and related costs:
|
||||||||||||
Physical therapy operations
|
$ | 302,765 | $ | 272,360 | $ | 251,256 | ||||||
Industrial injury prevention services
|
50,625 | 46,831 | 27,213 | |||||||||
Total salaries and related costs
|
$ | 353,390 | $ | 319,191 | $ | 278,469 | ||||||
Rent supplies, contract labor
and other:
|
||||||||||||
Physical therapy operations
|
$ | 112,547 | $ | 102,114 | $ | 88,073 | ||||||
Industrial injury prevention services
|
11,184 | 14,267 | 5,993 | |||||||||
Total rent, supplies, contract labor and other
|
$ | 123,731 | $ | 116,381 | $ | 94,066 | ||||||
Provision for credit losses:
|
||||||||||||
Physical therapy operations
|
$ | 6,129 | $ | 5,517 | $ | 5,249 | ||||||
Industrial injury prevention services
|
43 | 31 | 56 | |||||||||
Total provision for credit losses
|
$ | 6,172 | $ | 5,548 | $ | 5,305 | ||||||
Total Company | $ | 483,293 | $ | 441,120 | $ | 377,840 | ||||||
Gross profit:
|
||||||||||||
Physical therapy operations
|
$
|
105,064
|
$
|
96,057
|
$
|
106,488
|
||||||
Industrial injury prevention services
|
16,445
|
15,967
|
10,694
|
|||||||||
Total Company
|
$
|
121,509
|
$
|
112,024
|
$
|
117,182
|
||||||
|
||||||||||||
Total Assets:
|
||||||||||||
Physical therapy operations
|
$
|
857,274
|
$
|
708,662
|
$
|
587,801
|
||||||
Industrial injury prevention services
|
139,964
|
149,492
|
161,625
|
|||||||||
Total Company
|
$
|
997,238
|
$
|
858,154
|
$
|
749,426
|
|
|
Weighted Average Fair
|
||||||
Year Granted | Number of Shares | Value Per Share | ||||||
2023
|
73,384
|
$
|
102.79
|
|||||
2022
|
95,316
|
$
|
100.08
|
|||||
2021
|
60,317
|
$
|
131.29
|
|
|
Weighted Average Fair
|
||||||
Year Cancelled | Number of Shares | Value Per Share | ||||||
2023
|
4,086
|
$
|
103.99
|
|||||
2022
|
5,180
|
$
|
109.42
|
|||||
2021
|
439
|
$
|
113.80
|
ITEM 9. |
CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
• |
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
• |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
|
• |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICATIONS THAT PREVENT INSPECTION
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. |
EXECUTIVE COMPENSATION
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMEMNT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1. |
Financial Statements
|
2. |
Financial Statement Schedules
|
3. |
Exhibits
|
Number
|
|
Description
|
Underwriting Agreement, dated May 24, 2023, by and between U.S. Physical Therapy, and BofA Securities, Inc. and J.P. Morgan Securities LLC., as
representatives of the several underwriters named therein. [incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 25, 2023.]
|
||
|
Articles of Incorporation of the Company [filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference].
|
|
|
||
|
Amendment to the Articles of Incorporation of the Company [filed as an exhibit to the Company’s Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference].
|
|
|
||
3.3
|
|
Bylaws of the Company, as amended [filed as an exhibit to the Company’s Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference—Commission File Number—1-11151].
|
|
||
|
Description of Company Securities [filed herewith the Company’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020.]
|
|
|
||
|
1999 Employee Stock Option Plan (as amended and restated May 20, 2008) [incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 17, 2008].
|
|
|
||
|
U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan, (as amended and restated effective March 26, 2016) [incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule
14A filed with the SEC on April 7, 2016.]
|
|
|
First Amendment to U.S. Physical Therapy, Inc. 2003 Stock Incentive Plan, (as amended and restated effective March 26, 2016) effective on March 1, 2022 [incorporated herein by reference to Appendix A to the
Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 4, 2022.]
|
|
|
Form of Restricted Stock Agreement [incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 16, 2016].
|
Number
|
|
Description
|
|
||
|
Objective Long-Term Incentive Plan for Senior Management [incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2019.]
|
|
|
||
|
Discretionary Long-Term Incentive Plan for Senior Management [incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2019.]
|
|
|
||
|
Third Amended and Restated Employment Agreement by and between the Company and Christopher J. Reading dated effective May 21, 2019 [incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed with the SEC on May 22, 2019]
|
Number
|
|
Description
|
|
||
|
Amended & Restated Employment Agreement commencing by and between the Company and Graham Reeve dated effective May 21, 2019 [incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form
8-K filed with the SEC on March 22, 2019]
|
|
|
||
|
Form of Restricted Stock Agreement [incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on March 22, 2019]
|
|
|
||
|
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2020, effective March 3, 2020 [incorporated by reference to Exhibit 99.1 to the Company Current Report on Form 8-K filed
with the SEC on March 6, 2020].
|
|
|
Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Christopher Reading [incorporated by reference to Exhibit 10.3 to the Company Current Report on Form 8-K filed
with the SEC on March 26, 2020].
|
|
|
||
|
Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Graham Reeve [incorporated by reference to Exhibit 10.4 to the Company Current Report on Form 8-K filed with the
SEC on March 26, 2020].
|
|
|
||
|
Employment Agreement by and between the Company and Eric Williams entered into on December 3, 2020 and commencing as of July 1, 2021 [filed by reference to Exhibit 10.1 to the Company Current Report on Form 8-K
filed with the SEC on December 7, 2020.]
|
|
|
||
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2021, effective March 17, 2021 [incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 16, 2021]
|
||
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2021, effective March 17, 2021 [incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by
U.S. Physical Therapy, Inc. on March 16, 2021]
|
||
Third Amended and Restated Credit Agreement dated as of June 17, 2022 among the Company, as the borrower, and Bank of America, N.A., as Administrative Agent, Regions Capital Markets as Syndication Agent, BofA
Securities Inc. and Regions Capital Markets as Joint Load Arrangers, BofA Securities Inc., as Sole Bookrunner and the lenders named therein. [incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 10-Q filed
with the SEC on June 21, 2022]
|
||
Employment Agreement by and between the Company and Rick Binstein entered into on March 23, 2022 [incorporated by reference to Exhibit 10.1 to the Company Current Report
on Form 8-K filed with the SEC on March 23, 2022]
|
||
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2022, effective March 14, 2022 [incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 14, 2022]
|
||
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2022, effective March 14, 2022 [incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by
U.S. Physical Therapy, Inc. on March 14, 2022]
|
||
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2022, effective March 14, 2022 [incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 14, 2022]
|
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2022, effective March 14, 2022 [incorporated by reference to Exhibit 99.4 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 14, 2022]
|
U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2023, effective March 2, 2023 [incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 8, 2023]
|
||
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2023, effective March 2, 2023 [incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed by
U.S. Physical Therapy, Inc. on March 8, 2023]
|
||
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2023, effective March 2, 2023 [incorporated by reference to Exhibit 99.3 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 8, 2023]
|
||
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2023, effective March 2, 2023 [incorporated by reference to Exhibit 99.4 of the Current Report on Form 8-K filed by U.S.
Physical Therapy, Inc. on March 8, 2023]
|
||
|
Employment Agreement entered into as of November 9, 2020 by and between U.S. Physical Therapy and Carey Hendrickson [incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed with
the SEC on September 23, 2020.]
|
Number
|
|
Description
|
|
Subsidiaries of the Registrant
|
|
|
||
|
Consent of Independent Registered Public Accounting Firm—Grant Thornton LLP
|
|
|
||
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
||
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
||
|
Certification of Periodic Report of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
||
|
U.S. Physical Therapy Compensation Clawback Policy
|
|
101.INS*
|
|
XBRL Instance Document
|
|
||
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
||
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
||
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
||
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
||
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith
|
+ |
Management contract or compensatory plan or arrangement.
|
Balance at
Beginning of Period
|
Additions Charged
to Costs and Expenses
|
Additions Charged
to Other Accounts
|
Deductions
|
Balance at
End of Period
|
||||||||||||||||
YEAR ENDED DECEMBER 31, 2023:
|
||||||||||||||||||||
Reserves and allowances deducted from asset accounts:
|
||||||||||||||||||||
Allowance for credit losses(1)
|
$
|
2,829
|
$
|
6,172
|
-
|
$
|
6,265
|
(2)
|
$
|
2,736
|
||||||||||
YEAR ENDED DECEMBER 31, 2022:
|
||||||||||||||||||||
Reserves and allowances deducted from asset accounts:
|
||||||||||||||||||||
Allowance for credit losses
|
$
|
2,768
|
$
|
5,548
|
-
|
$
|
5,487
|
(2)
|
$
|
2,829
|
||||||||||
YEAR ENDED DECEMBER 31, 2021:
|
||||||||||||||||||||
Reserves and allowances deducted from asset accounts:
|
||||||||||||||||||||
Allowance for credit losses
|
$
|
2,008
|
$
|
5,305
|
-
|
$
|
4,545
|
(2)
|
$
|
2,768
|
(1) |
Related to patient accounts receivable and accounts
receivable-other.
|
(2) |
Uncollectible accounts written off, net of
recoveries.
|
* |
All other schedules are omitted because of the absence of conditions under which they are required or because the required information is
shown in the financial statements or notes thereto.
|
ITEM 16. |
FORM 10-K SUMMARY
|
|
U.S. PHYSICAL THERAPY, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Carey Hendrickson
|
|
Carey Hendrickson
Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
/s/ Carey Hendrickson
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
February 29, 2024
|
Carey Hendrickson |
/s/ Chris J. Reading
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
February 29, 2024
|
Chris J. Reading
|
||
/s/ Edward L. Kuntz
|
Chairman of the Board
|
February 29, 2024
|
Edward L. Kuntz
|
||
/s/ Bernard A. Harris
|
Director
|
February 29, 2024
|
Dr. Bernard A. Harris, Jr.
|
||
/s/ Kathleen A. Gilmartin
|
Director
|
February 29, 2024
|
Kathleen A. Gilmartin
|
||
/s/ Anne Motsenbocker
|
Director
|
February 29, 2024
|
Anne Motsenbocker
|
||
/s/ Reginald E. Swanson
|
Director
|
February 29, 2024
|
Reginald E. Swanson
|
||
/s/ Clayton K. Trier
|
Director
|
February 29, 2024
|
Clayton K. Trier
|
/s/ Nancy J. Ham
|
Director
|
February 29, 2024
|
Nancy J. Ham
|
Notes
|
Name
|
DBA
|
Entity Type
|
State of Formation
|
Date of Formation
|
Foreign Qualification
|
General Partner (LP)/BOD (corp)/Manging Member or Board of Managers (LLC)
|
Tax ID
|
|
1 On 1 Physical Therapy, LLC
|
|
LLC
|
DE
|
1/13/2022
|
|
|
|
|
2037953 Ontario, Inc.
|
|
Corp
|
Canada
|
|
|
Briotix Health, LP
|
|
|
Ability Health PT Management GP, LLC
|
|
LLC
|
TX
|
|
FL
|
Rehab Partners #4, Inc.
|
81-4216526
|
|
Ability Health Services and Rehabilitation, L.P.
|
Ability Rehabilitation SST Rehab
|
LP
|
TX
|
|
FL
|
Ability Health PT Management GP, LLC
|
38-4017532
|
|
Achieve Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc
|
47-3291851
|
|
Achieve Physical Therapy and Performance, Limited Partnership
|
|
LP
|
TX
|
|
|
Achieve Management GP, LLC
|
47-3283941
|
|
Action Therapy Centers, Limited Partnership
|
Action Physical Therapy
Houston Hand Therapy PT Professionals |
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
76-0389610
|
|
Adams County Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
PA
|
Rehab Partners #5, Inc.
|
76-0483100
|
|
Advance Rehabilitation & Consulting, Limited Partnership
|
|
LP
|
TX
|
|
AL, FL & GA
|
Advance Rehabilitation Management GP, LLC
|
27-4414647
|
|
Advance Rehabilitation Management GP, LLC
|
|
LLC
|
TX
|
|
FL
|
Rehab Partners #4, Inc
|
27-4414443
|
|
Agape Physical Therapy & Sports Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
MD
|
Agape Physical Therapy Management GP, LLC
|
32-0378859
|
|
Agape Physical Therapy Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc
|
45-5378415
|
|
Agility Spine & Sports PT Management GP LLC
|
|
LLC
|
TX
|
|
|
|
82-1024870
|
|
Agility Spine & Sports Physical Therapy and Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
AZ
|
Agility Spine & Sports PT Management GP, LLC
|
82-0901134
|
|
ARC Iowa PT Plus, LLC
|
|
LLC
|
TX
|
|
IA
|
ARC PT Management GP, LLC (note: owned 100% by ARC Physical Therapy Plus, LP)
|
82-5241308
|
|
ARC Physical Therapy Plus, Limited Partnership
|
|
LP
|
TX
|
|
IA, KS, MO
|
ARC PT Management GP, LLC
|
80-0955852
|
|
ARC PT Management GP, LLC
|
|
LLC
|
TX
|
|
MO
|
Rehab Partners #4, Inc.
|
46-3942987
|
|
ARCH Physical Therapy and Sports Medicine, Limited Partnership
|
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
27-5086288
|
|
Arrow Physical Therapy, Limited Partnership
|
Broken Arrow Physical Therapy
|
LP
|
TX
|
|
OK
|
Rehab Partners #2, Inc.
|
76-0631992
|
|
Arrowhead Physical Therapy, Limited Partnership
|
Elite Sports Medicine & Physical Therapy
|
LP
|
TX
|
|
MS
|
Rehab Partners #2, Inc.
|
26-0176798
|
|
Ashland Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
OR
|
Rehab Partners #6, Inc.
|
75-3054977
|
|
Atlas PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
93-2148037
|
|
Atlas Physical Therapy , Limited Partnership
|
|
LP
|
CO
|
|
|
Atlas PT Management GP, LLC
|
93-2689010
|
|
Audubon Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
LA
|
Rehab Partners #6, Inc.
|
76-0622471
|
|
Barren Ridge Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
VA
|
Rehab Partners #6, Inc.
|
26-3594831
|
|
Bayside Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc
|
27-4348787
|
|
Bayside Physical Therapy & Sports Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
MD
|
Bayside Management GP, LLC
|
27-4348871
|
|
Beaufort Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
NC
|
Rehab Partners #3, Inc.
|
76-0639928
|
|
Bow Physical Therapy & Spine Center, Limited Partnership
|
|
LP
|
TX
|
|
NH
|
Rehab Partners #6, Inc.
|
76-0623486
|
|
Brazos Valley Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #3, Inc.
|
76-0407118
|
|
Brick Hand & Rehabilitative Services, Limited Partnership
|
|
LP
|
TX
|
|
NJ
|
Rehab Partners #3, Inc.
|
76-0420711
|
|
Briotix Health, Limited Partnership
|
InSite Health (6/25/2020 - Per Cyndi M. and Leon P. this dba is no longer used).
|
LP
|
DE
|
|
AL, AZ, CA, CO, CT, FL, GA, HI, IL, IA, IN, KS, KY, LA, MA, MD, ME, MI, MN, MO, MS, MT, NV, NJ, NY, NC, OH, OK, OR, PA, SC, TN, TX, UT, VA, WA, WI
|
Briotix Management GP, LLC
|
81-1190407
|
|
Briotix Management GP, LLC
|
|
LLC
|
TX
|
|
FL, MA, OH, UT
|
|
81-1200727
|
|
BTE Workforce Solutions, LLC (formerly BTE Technoligies, Inc.)
|
|
LLC
|
DE
|
|
AK, AL,CO, DC, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI, MN, MO,MS, MT, NC, ND, NE, NH, NJ, NM, NV, OK, PA, RI, SC, SD, TN, TX, UT, VT,
WI, WV, WY
|
Briotix Health, LP
|
52-1165956
|
|
C. Foster Physical Therapists, Limited Partnership
|
|
LP
|
TX
|
|
|
C. Foster PT Management GP, LLC
|
36-4965660
|
|
C. Foster PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
35-2689219
|
|
Cape Cod Hand Therapy, Limited Partnership
|
Cape Cod Hand & Upper Extremity Therapy
|
LP
|
TX
|
|
MA
|
Rehab Partners #1, Inc.
|
27-0058293
|
|
Carbon County Therapy, LLC
|
|
LLC
|
WY
|
|
|
Fremont Therapy Group, Limited Partnership
|
85-2336515
|
|
Carolina Physical Therapy and Sports Medicine, Limited Partnership
|
|
LP
|
TX
|
|
SC
|
Carolina PT Management GP, LLC
|
82-1408170
|
|
Carolina PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
|
82-1453799
|
|
Center for Physical Rehabilitation and Therapy, Limited Partnership
|
|
LP
|
DE
|
|
MI
|
CPR Management GP, LLC
|
47-4006118
|
|
Cleveland Physical Therapy, Ltd.
|
|
LP
|
TX
|
|
|
Rehab Partners #2, Inc.
|
76-0410649
|
|
Clinical Partnership Solutions, LLC
|
ProgressiveHealth Clinical Partnership Solutions
|
LLC
|
IN
|
|
|
|
27-3006735
|
|
Clinical Management Solutions, LLC
|
ProgressiveHealth Clinical Management Solutions
|
LLC
|
IN
|
|
KY
|
|
38-3975536
|
|
Comprehensive Hand & Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
FL
|
Rehab Partners #2, Inc.
|
76-0452158
|
|
Coppell Spine & Sports Rehab, Limited Partnership
|
North Davis/Keller Physical Therapy Physical Therapy of Colleyville
Physical Therapy of North Texas Physical Therapy of Corinth Trinity Sports & Physical Therapy Physical Therapy of Flower Mound Southlake Physical Therapy Physical Therapy of Trophy Club Heritage Trace Physical Therapy Therapy Partners of Frisco/Little Elm Therapy Partners of North Texas |
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
76-0513962
|
|
CPR Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
47-3434985
|
|
Cross Creek Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MS
|
Rehab Partners #4, Inc.
|
35-2185612
|
|
Crossroads Physical Therapy, Limited Partnership
|
Green Oaks Physical Therapy - Fort Worth Green Oaks Physical Therapy
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
76-0551398
|
|
Crossroads Rehabilitation, Limited Partnership
|
Crossroads Physical Therapy
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
84-1658419
|
|
Custom Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
NV
|
Rehab Partners #4, Inc.
|
04-3708931
|
|
Cutting Edge Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
IN
|
Rehab Partners #4, Inc.
|
20-4069256
|
|
Dearborn Physical Therapy, Ltd.
|
Advanced Physical Therapy
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
76-0376595
|
|
Decatur Hand and Physical Therapy Specialists, Limited Partnership
|
|
LP
|
TX
|
|
GA
|
Rehab Partners #4, Inc.
|
20-3319149
|
|
Dekalb Comprehensive Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
GA
|
Rehab Partners #4, Inc.
|
20-3631634
|
|
Denali Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
AK
|
Rehab Partners #5, Inc.
|
20-8666329
|
|
DHT Hand Therapy, Limited Partnership
|
Arizona Desert Hand Therapy Services Desert Hand and Physical Therapy
|
LP
|
TX
|
|
AZ
|
DHT Management GP, LLC
|
20-5881475
|
|
DHT Management GP, LLC
|
|
LLC
|
TX
|
|
AZ
|
Rehab Partners #4, Inc
|
20-5881418
|
|
Dynamic Hand Therapy & Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
IL
|
Rehab Partners #4, Inc.
|
20-8847486
|
|
Eastgate Physical Therapy, Limited Partnership
|
Summit Physical Therapy
|
LP
|
TX
|
|
OH
|
Rehab Partners #4, Inc.
|
76-0637484
|
|
Edge Physical Therapy, Limited Partnership
|
River's Edge Physical Therapy
|
LP
|
TX
|
|
MT
|
Rehab Partners #3, Inc.
|
76-0473771
|
|
Elite PT Management GP, LLC
|
|
LLC
|
TX
|
11/28/2022
|
|
Rehab Partners #4, Inc
|
92-1227794
|
|
Elite Spine and Sports Physical Therapy, LP
|
|
LP
|
TX
|
|
PA
|
|
92-1300829
|
|
Enhanced Physiotherapy and Performance, LLC
|
Enhanced Physical Therapy
|
LLC
|
TX
|
1/25/2022
|
TN
|
STAR Physical Therapy, LP
|
87-4738491
|
|
Enid Therapy Center, Limited Partnership
|
Enid Physical Therapy
|
LP
|
TX
|
|
OK
|
Rehab Partners #2, Inc.
|
76-0384228
|
|
Everett Management, LLC
|
|
LLC
|
WA
|
|
|
U.S. Physical Therapy, Ltd.
|
37-1776322
|
|
Evergreen Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
20-8613843
|
|
Excel Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
AK
|
Excel PT Texas GP, LLC
|
20-3951569
|
|
Excel PT Texas GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #6, Inc.
|
20-3951532
|
|
Excel Orthopedic PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
88-2873165
|
|
Excel Orthopedic Physical Therapy, Limited Partnership
|
Excel Physical Therapy
|
LP
|
TX
|
|
MT
|
Excel Orthopedic PT Management GP, LLC
|
88-2946955
|
|
Fit2WRK, Inc.
|
|
Corp
|
TX
|
|
|
U.S. Physical Therapy, Inc.
|
27-1647054
|
|
Five Rivers Therapy Services, Limited Partnership
|
Peak Physical Therapy
|
LP
|
TX
|
|
AR
|
Rehab Partners #3, Inc.
|
20-3785604
|
|
Flannery Physical Therapy, Limited Partnership
|
Physical Therapy Plus
|
LP
|
TX
|
|
NJ
|
Rehab Partners #3, Inc.
|
76-0580514
|
|
Fredericksburg Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
20-3589445
|
|
Fremont PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
|
85-4237359
|
|
Fremont Therapy Group, Limited Partnership
|
|
LP
|
TX
|
|
UT, WY
|
Fremont PT Management GP, LLC
|
86-1249211
|
|
Frisco Physical Therapy, Limited Partnership
|
PT of Prosper
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
76-0625171
|
|
Gahanna Physical Therapy, Limited Partnership
|
Cornerstone Physical Therapy
|
LP
|
TX
|
|
OH
|
Rehab Partners #4, Inc.
|
27-0643842
|
|
Genesee Valley Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
26-2299603
|
|
Green Oaks Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
72-1531238
|
|
Hamilton Physical Therapy Services, LP
|
|
LP
|
TX
|
|
NJ
|
HPTS Management GP, LLC
|
74-3145890
|
|
Hands-On Sports Medicine, Limited Partnership
|
Metro Spine and Sports Rehabilitation
|
LP
|
TX
|
|
IL
|
Rehab Partners #4, Inc.
|
20-3300800
|
|
Hanoun Medical, Inc.
|
BTE Workforce Solutions Briotix Health
|
Corp
|
Ontario, Canada
|
|
British Columbia
|
2037053 Ontario, Inc. (owned by Briotix Health, LP)
|
|
|
Harbor Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MD
|
Rehab Partners #6, Inc.
|
20-3303737
|
|
HH Rehab Associates, Inc.
|
Genesee Valley Physical Therapy
Theramax Physical Therapy |
Corp
|
MI
|
|
DE
|
U.S. PT - Michigan, Inc.
|
38-2427228
|
|
High Plains Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
WY
|
Rehab Partners #4, Inc.
|
41-2060941
|
|
Highlands Physical Therapy & Sports Medicine, Limited Partnership
|
|
LP
|
TX
|
|
NJ
|
Rehab Partners #3, Inc.
|
27-3126287
|
|
Horizon Rehabilitation PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
USPT, Ltd.
|
87-3158670
|
|
Horizon Rehabilitation and Sports Medicine, Limited Partnership
|
|
LP
|
TX
|
|
SC
|
Horizon Rehabilitation PT Management GP, LLC
|
87-3221050
|
|
Houston On Demand Physical Therapy, LLC
|
|
LLC
|
TX
|
|
|
Kingwood Physical Therapy, Ltd.
|
85-3267403
|
|
HPTS Management GP, LLC
|
|
LLC
|
TX
|
|
NJ
|
Rehab Partners #3, Inc.
|
74-3145888
|
|
Indy ProCare Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
IN
|
Rehab Partners #4, Inc.
|
45-4419567
|
|
Integrated Rehab PT Management GP, LLC
|
|
LLC
|
TX
|
8/1/2022
|
|
Rehab Partners #4, Inc.
|
88-3566334
|
|
Integrated Rehabilitation Services, Limited Partnership
|
|
LP
|
TX
|
8/10/2022
|
|
Integrated Rehab PT Management GP, LLC
|
88-3692263
|
|
Integrius, LLC
|
|
LLC
|
GA
|
|
|
|
46-4689092
|
To be dissolved
|
InSite Health Limited Partnership
|
|
LP
|
DE
|
|
|
IH GP, LLC
|
82-4365153
|
|
Intermountain Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
ID
|
Rehab Partners #6, Inc.
|
76-0532873
|
|
Jackson Clinics PT Management GP , LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
46-4470249
|
|
Jackson Clinics, Limited Partnership
|
|
LP
|
TX
|
|
MD, VA
|
Jackson Clinics PT Management GP, LLC
|
61-1729833
|
|
Jaco Rehab Honolulu Management GP, LLC
|
|
LLC
|
TX
|
|
|
|
84-3191941
|
|
Jaco Kapolei Management GP, LLC
|
|
LLC
|
TX
|
|
|
|
84-3152468
|
|
Jaco Mililani Management GP LLC
|
|
LLC
|
TX
|
|
|
|
84-3167120
|
|
Jaco Waikele Management GP LLC
|
|
LLC
|
TX
|
|
|
|
84-3176419
|
|
Jaco Rehab Honolulu, Limited Partnership
|
|
LP
|
TX
|
|
HI
|
Jaco Rehab Honolulu Management GP, LLC
|
84-3255422
|
|
Jaco Rehab Kapolei, Limited Partnership
|
|
LP
|
TX
|
|
HI
|
Jaco Kapolei Management GP, LLC
|
84-3236943
|
|
Jaco Rehab Mililani, Limited Partnership
|
|
LP
|
TX
|
|
|
Jaco Mililani Management GP, LLC
|
84-3206751
|
|
Jaco Rehab Waikele, Limited Partnership
|
|
LP
|
TX
|
|
HI
|
Jaco Waikele Management GP, LLC
|
84-3226914
|
|
Joan Ostermeier Physical Therapy, Limited Partnership
|
Sport & Spine Clinic of Wittenberg
|
LP
|
TX
|
|
WI
|
Rehab Partners #1, Inc.
|
76-0556793
|
|
Julie Emond Physical Therapy, Limited Partnership
|
Maple Valley Physical Therapy
|
LP
|
TX
|
|
VT
|
Rehab Partners #5, Inc.
|
76-0544267
|
|
Kelly Lynch Physical Therapy, Limited Partnership
|
Sport & Spine Clinic of Watertown
|
LP
|
TX
|
|
WI
|
Rehab Partners #1, Inc.
|
76-0559026
|
|
Kennebec Physical Therapy, LLC
|
|
LLC
|
TX
|
|
ME
|
U.S. Physical Therapy, Ltd.
|
46-4456545
|
|
Kingwood Physical Therapy, Ltd.
|
Spring-Klein Physical Therapy West Woodlands Physical Therapy Lake Conroe Sports Medicine and Rehabilitation Cypress Oaks Physical Therapy Star
Therapy Services of Fairfield; Grand Oaks Sports Medicine and Rehabilitation Star Therapy Services of Lakewood
|
LP
|
TX
|
|
|
Rehab Partners #2, Inc.
|
76-0384227
|
|
Lake Houston Physical Therapy, Limited Partnership
|
Northern Oaks Orthopedic & Sports PT
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
75-3050296
|
|
Leader Physical Therapy, Limited Partnership
|
Memphis Physical Therapy
|
LP
|
TX
|
|
TN
|
Rehab Partners #4, Inc.
|
76-0539465
|
Withdraw PA
|
Life Fitness Physical Therapy, LLC
|
In Balance Physical Therapy Herbst Physical Therapy
|
LLC
|
MD
|
|
PA
|
U.S. Physical Therapy, Ltd.
|
20-1193079
|
|
Life Strides Physical Therapy and Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
SC
|
Rehab Partners #2, Inc.
|
20-5120914
|
|
LiveWell Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
26-3700763
|
|
Madden and Gilbert PT GP, LLC
|
|
LLC
|
TX
|
1/7/2022
|
|
OPTN, LLC
|
87-4640726
|
|
Madden and Gilbert Physical Therapy, LP
|
|
LP
|
TX
|
1/20/2022
|
MD
|
Madden and Gilbert PT GP, LLC
|
87-4672389
|
|
Madison Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
NJ
|
MSPT Management GP, LLC
|
27-2047964
|
|
Madison Spine, Limited Partnership
|
|
LP
|
TX
|
|
NJ
|
MSPT Management GP, LLC
|
90-0813058
|
|
Max Motion Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
AZ
|
Rehab Partners #3, Inc.
|
26-3988733
|
|
Merrill Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
WI
|
Rehab Partners #1, Inc.
|
76-0512097
|
|
Mishock Physical Therapy, Limited Partnership
|
Xcelerate Physical Therapy
|
LP
|
TX
|
|
PA
|
Mishock PT Management GP, LLC
|
30-0783139
|
|
Mishock PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
46-2793533
|
|
Mission Rehabilitation and Sports Medicine, Limited Partnership
|
RYKE Rehabilitation
|
LP
|
TX
|
|
|
RYKE Management GP, LLC
|
26-3747839
|
|
Mobile Spine and Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
AL
|
Rehab Partners #6, Inc.
|
76-0600186
|
|
Momentum Physical & Sports Rehabilitation, L.P.
|
Momentum Physical Therapy & Sports Rehab; Momentum On-Demand; Momentum Mobile PT; Momentum Physical Therapy
|
LP
|
TX
|
|
FL, CO, AZ
|
Rehab Partners #10, LLC
|
47-2388509
|
|
Mountain View Physical Therapy, Limited Partnership
|
Mountain View Physical and Hand Therapy
|
LP
|
TX
|
|
OR
|
Rehab Partners #6, Inc.
|
76-0528482
|
|
MSPT Management GP, LLC
|
|
LLC
|
TX
|
|
NJ
|
Rehab Partners #4, Inc
|
27-2047906
|
|
National Rehab Delaware, Inc.
|
|
Corp
|
DE
|
|
MO
|
National Rehab GP, Inc.
|
74-2899827
|
shows tax clearance
|
National Rehab GP, Inc.
|
|
Corp
|
TX
|
|
FL,MO
|
U.S. PT - Delaware, Inc.
|
76-0345539
|
|
National Rehab Management GP, Inc.
|
|
Corp
|
TX
|
|
IL, OH
|
U.S. PT - Delaware, Inc.
|
76-0345543
|
|
New Horizons Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
IN
|
Rehab Partners #4, Inc.
|
20-2729857
|
|
Norman Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
OK
|
Rehab Partners #4, Inc.
|
76-0420713
|
|
North Jersey Game On Physical Therapy, Limited Partnership
|
Madison Spine & Physical Therapy
|
LP
|
TX
|
|
NJ
|
Rehab Partners #3, Inc.
|
27-3885529
|
|
North Lake Physical Therapy and Rehab, Limited Partnership
|
|
LP
|
TX
|
|
OR
|
North Lake PT Management GP, LLC
|
90-0964749
|
|
North Lake PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
46-2599705
|
|
Northern Edge PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
93-2850049
|
|
Northern Edge Physical Therapy, Limited Partnership
|
|
LP
|
DE
|
|
|
Northern Edge PT Management GP, LLC
|
93-2812858
|
|
Northern Lights Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
ND
|
Rehab Partners #3, Inc.
|
27-0342077
|
|
Northwest PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
82-2410286
|
|
Northwoods Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
26-1258418
|
|
OPR Management Services, Inc.
|
|
Corp
|
TX
|
|
AK, AL, AZ, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN, KS, LA, MA, MD, ME, MI, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, OH, OK, OR, PA, SC, SD, TN,
VA, VT, WI, WY
|
U.S. Physical Therapy, Ltd.
|
81-3815218
|
|
OSR Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MN
|
OSR Physical Therapy Management GP, LLC
|
83-0657305
|
|
OSR Physical Therapy Management GP LLC
|
|
LLC
|
TX
|
|
|
|
83-0649952
|
|
One to One PT Management GP LLC
|
|
LLC
|
TX
|
|
FL
|
Rehab Partners #4, Inc.
|
84-4060850
|
|
One to One Physical Therapy, Limited Partnership
|
|
LP
|
DE
|
|
FL
|
One to One PT Management GP, LLC
|
84-4074270
|
|
Oregon Spine & Physical Therapy, Limited Partnership
|
Peak State Physical Therapy
|
LP
|
TX
|
|
OR
|
Rehab Partners #6, Inc.
|
76-0613909
|
|
P4 Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
GA, TN
|
TX - P4 PT Management GP, LLC
|
88-3148972
|
|
Peak Performance PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Peak Performance Physical Therapy and Fitness, LLC
|
85-3948317
|
|
Peak Performance Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
LA
|
Peak Performance PT Management GP, LLC
|
85-4174416
|
|
Pelican State Physical Therapy, Limited Partnership
|
Audubon Physical Therapy
|
LP
|
TX
|
|
LA
|
Rehab Partners #6, Inc.
|
76-0433513
|
|
Penns Wood Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
PA, OH, WI
|
Rehab Partners #5, Inc.
|
76-0430771
|
|
PerformancePro Sports Medicine and Rehabilitation, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
26-1539873
|
|
Phoenix Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
OH
|
Rehab Partners #4, Inc.
|
27-0932165
|
Check with Peter if to be dissolved
|
Physical Restoration and Sports Medicine, Limited Partnership
|
|
LP
|
TX
|
|
VA
|
Rehab Partners #6, Inc.
|
27-0878621
|
|
Physical Therapy Northwest, Limited Partnership
|
|
LP
|
TX
|
|
OR
|
Northwest PT Management GP, LLC
|
82-2397360
|
|
Physical Therapy and Spine Institute, Limited Partnership
|
|
LP
|
TX
|
|
IL
|
Rehab Partners #4, Inc.
|
76-0438263
|
|
Physical Therapy Solutions, Limited Partnership
|
|
LP
|
DE
|
|
VA
|
PTS GP Management, LLC
|
47-3075583
|
|
Pinnacle Therapy Services, LLC
|
|
LLC
|
DE
|
|
MO
|
U.S. Physical Therapy, Ltd.
|
46-3247784
|
|
Pioneer Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
NE
|
Rehab Partners #1, Inc.
|
20-3530492
|
|
Plymouth Physical Therapy Specialists, Limited Partnership
|
|
LP
|
TX
|
|
MI
|
Rehab Partners #3, Inc.
|
76-0424739
|
|
Port City Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
ME
|
Rehab Partners #3, Inc.
|
76-0585914
|
|
Precision Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
PA
|
Rehab Partners #5, Inc.
|
76-0438265
|
|
Premier Physical Therapy and Sports Performance, Limited Partnership
|
|
LP
|
DE
|
|
|
Premier Management GP, LLC
|
47-5385666
|
|
Premier Management GP, LLC
|
|
LLC
|
DE
|
|
|
Rehab Partners #4, Inc.
|
47-5403407
|
|
ProActive Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
SD
|
Rehab Partners #3, Inc.
|
76-0600187
|
ProCare Physical Therapy Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
46-2044643
|
|
|
ProCare PT, Limited Partnership
|
|
LP
|
TX
|
|
PA
|
ProCare Physical Therapy Management GP, LLC
|
90-0941849
|
|
ProgressiveHealth Companies, LLC
|
|
LLC
|
DE
|
|
|
U.S. Physical Therapy, Ltd.
|
87-4264322
|
|
ProgressiveHealth Occ Health, LLC
|
|
LLC
|
IN
|
|
AZ, MI, MO, NJ, NY, TN, UT
|
U.S. Physical Therapy, Ltd.
|
20-8266936
|
|
ProgressiveHealth HealthSpot, LLC
|
|
LLC
|
IN
|
|
AL, WV
|
U.S. Physical Therapy, Ltd.
|
85-3187128
|
|
ProgressiveHealth, LLC
|
|
LLC
|
IN
|
|
KY, MO, TX
|
|
68-0666444
|
|
ProgressiveHealth Rehabilitation Solutions,Inc.
|
|
Corp
|
GA
|
|
|
|
58-1888359
|
|
Progressive Physical Therapy Clinic, Ltd.
|
Progressive Hand and Physical Therapy
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
76-0387638
|
|
PTS GP Management, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
47-3239903
|
|
Quad City Physical Therapy & Spine, Limited Partnership
|
|
LP
|
TX
|
|
IA
|
Rehab Partners #5, Inc.
|
14-1921829
|
|
RACVA GP, LLC
|
|
LLC
|
TX
|
|
VA
|
Rehab Partners #4, Inc.
|
37-1838302
|
|
R. Clair Physical Therapy, Limited Partnership
|
Clair Physical Therapy
|
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
76-0478967
|
|
Radtke Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MN
|
Rehab Partners #5, Inc.
|
76-0574455
|
|
Reaction Physical Therapy, LLC
|
|
LLC
|
DE
|
|
OK
|
U.S. Physical Therapy, Ltd.
|
47-1586428
|
|
Rebound Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
OR
|
Rebound PT Management GP, LLC
|
81-1026078
|
|
Rebound PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
81-1045143
|
|
Red River Valley Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
20-4489003
|
|
Redmond Ridge Management, LLC
|
|
LLC
|
WA
|
|
|
U.S. Physical Therapy, Ltd.
|
61-1754288
|
|
Regional Physical Therapy Center, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
76-0429008
|
|
Rehab Partners #1, Inc.
|
|
Corp
|
TX
|
|
FL, MA, & WI
|
U.S. PT Delaware, Inc.
|
76-0345544
|
|
Rehab Partners #2, Inc.
|
|
Corp
|
TX
|
|
FL
|
U.S. PT Delaware, Inc.
|
76-0379584
|
Withdraw, NJ
|
Rehab Partners #3, Inc.
|
|
Corp
|
TX
|
|
MO, MT, NJ, ND, & SD
|
U.S. PT Delaware, Inc.
|
76-0394604
|
Withdraw UT
|
Rehab Partners #4, Inc.
|
|
Corp
|
TX
|
|
OH, & UT
|
U.S. PT Delaware, Inc.
|
76-0418425
|
|
Rehab Partners #5, Inc.
|
|
Corp
|
TX
|
|
OH
|
U.S. PT Delaware, Inc.
|
76-0427607
|
|
Rehab Partners #6, Inc.
|
|
Corp
|
TX
|
|
OR
|
U.S. PT Delaware, Inc.
|
76-0433511
|
|
Rehab Partners Acquisition #1, Inc.
|
|
Corp
|
TX
|
|
|
U.S. Physical Therapy, Inc.
|
76-0377650
|
|
Rehabilitation Associates of Central Virginia, Limited Partnership
|
Rehab Associates of Central Virginia (Campbell County)
|
LP
|
TX
|
|
VA
|
RACVA GP, LLC
|
81-3831622
|
|
Rice Rehabilitation Associates, Limited Partnership
|
|
LP
|
TX
|
|
GA
|
Rehab Partners #4, Inc.
|
76-0430769
|
|
Riverview Physical Therapy, Limited Partnership (formerly Yarmouth Physical Therapy)
|
|
LP
|
TX
|
|
ME
|
Rehab Partners #3, Inc.
|
27-0001262
|
|
Roepke Physical Therapy, Limited Partnership
|
Elite Hand & Upper Extremity Clinic
|
LP
|
TX
|
|
WI
|
Rehab Partners #1, Inc.
|
76-0483099
|
|
RYKE Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #5, Inc.
|
26-3747599
|
|
Saginaw Valley Sport and Spine, Limited Partnership
|
Sport & Spine Physical Therapy and Rehab; Evergreen PT
|
LP
|
TX
|
|
MI
|
Rehab Partners #3, Inc.
|
76-0403520
|
|
Saline Physical Therapy of Michigan, Ltd.
|
Physical Therapy in Motion
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
76-0376594
|
|
San Antonio On Demand Physical Therapy, LLC
|
|
LLC
|
TX
|
|
|
U.S. Physical Therapy, Ltd.
|
86-1384984
|
|
Seacoast Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
ME
|
Rehab Partners #3, Inc.
|
45-2498148
|
|
Signature Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
OK
|
Rehab Partners #2, Inc.
|
20-5992649
|
|
Snohomish Management, LLC
|
|
LLC
|
WA
|
|
|
U.S. Physical Therapy, Ltd.
|
38-3953679
|
|
South Tulsa Physical Therapy, Limited Partnership
|
Physical Therapy of Jenks South Tulsa Physical Therapy Jenks Physical Therapy
|
LP
|
TX
|
|
OK
|
Rehab Partners #2, Inc.
|
76-0566430
|
|
Spectrum Physical Therapy, Limited Partnership
|
Southshore Physical Therapy
|
LP
|
TX
|
|
CT
|
Rehab Partners #2, Inc.
|
76-0393448
|
|
Sport & Spine Clinic of Fort Atkinson, Limited Partnership
|
Sport & Spine Clinic of Sauk City
Sport & Spine Clinic of Madison Sport & Spine Clinic of Jefferson Sport & Spine Edgerton |
LP
|
TX
|
|
WI
|
Rehab Partners #1, Inc.
|
76-0694802
|
|
Sport & Spine Clinic, L.P.
|
Sport & Spine Sport & Spine Clinic of Edgar Sport & Spine Minocqua Sport & Spine - Rib Mountain
|
LP
|
DE
|
|
WI
|
Rehab Partners Acquisition #1, Inc.
|
76-0376131
|
|
Spracklen Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
NE
|
Rehab Partners #1, Inc.
|
76-0580510
|
|
STAR PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc
|
26-1107563
|
|
STAR Physical Therapy, LP
|
|
LP
|
TX
|
|
AL, AR, MO, TN, IN
|
STAR PT Management GP, LLC
|
62-1707893
|
|
Star Therapy Centers, Limited Partnership
|
Star Therapy Services of Copperfield Star Therapy Services of Cy-Fair Star Therapy Services of Fulshear
Star Therapy Services of Katy Star Therapy Services of Magnolia Star Therapy Services of Spring Cypress Star Therapy Services of Cinco Ranch |
LP
|
TX
|
|
|
Rehab Partners #1, Inc.
|
76-0389608
|
|
Summit Hand Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
93-1966427
|
Summit Hand Therapy, Limited Partnership
|
|
LP
|
DE
|
|
UT
|
Summit Hand Management GP, LLC
|
93-1996735
|
|
|
Summit PT Management GP, LLC
|
|
LLC
|
TX
|
5/18/2022
|
|
Rehab Partners #4, Inc.
|
88-2457192
|
|
Summit Physical Therapy, Limited Partnership
|
Brookeville Physical Therapy
|
LP
|
TX
|
5/23/2022
|
OH, WV
|
Summit PT Management GP, LLC
|
88-2606821
|
|
Texstar Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
76-0669263
|
|
The Hale Hand Center, Limited Partnership
|
|
LP
|
TX
|
|
FL
|
Rehab Partners #2, Inc.
|
76-0601187
|
|
The U.S. Physical Therapy Foundation
|
|
NP
|
TX
|
|
Qualified to fund raise in CA, FL, KS, MD, MI, TN, TX, VA
|
81-1071364
|
|
|
Therapyworks Physical Therapy, LLC
|
Therapyworks
|
LLC
|
DE
|
|
IN
|
U.S. Physical Therapy, Ltd.
|
46-4446075
|
|
Thibodeau Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
26-1147899
|
|
Thomas Hand and Rehabilitation Specialists, Limited Partnership
|
CoreFit Rehabilitation
|
LP
|
TX
|
AL, AZ, CA, PA, OH, VA, WI
|
Rehab Partners #3, Inc.
|
76-0528480
|
|
|
Thunder Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
WA
|
Rehab Partners #4, Inc.
|
26-3806761
|
|
TX - P4 PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
88-3055868
|
|
U.S. Physical Therapy, Inc.
|
|
Corp
|
NV
|
|
AZ; HI; MI; NJ
|
N/A
|
76-0364866
|
|
U.S. Physical Therapy, Inc. PAC
|
|
NP
|
TX
|
5/5/2021
|
|
|
86-3943048
|
|
U.S. Physical Therapy, Ltd.
|
|
LP
|
TX
|
|
NC |
National Rehab GP, Inc.
|
76-0388092
|
|
U.S. PT - Delaware, Inc.
|
|
Corp
|
DE
|
|
FL, IL, MN, MO
NM, |
U.S. Physical Therapy, Inc.
|
51-0343523
|
|
U.S. PT Alliance Rehabilitation Services, Inc.
|
Alliance Rehabilitation Services
|
Corp
|
TX
|
|
PA
|
U.S. Physical Therapy, Inc.
|
26-2377769
|
|
U.S. PT Management, Ltd.
|
|
LP
|
TX
|
|
CA, ID, OH, WA, WI
|
National Rehab Management GP, Inc.
|
76-0388500
|
|
U.S. PT Michigan #1, Limited Partnership
|
Genesee Valley Physical Therapy
|
LP
|
TX
|
|
MI
|
Rehab Partners #1, Inc.
|
76-0570431
|
|
U.S. PT Michigan #2, Limited Partnership
|
Physical Therapy Solutions
|
LP
|
TX
|
|
MI
|
Rehab Partners #2, Inc.
|
76-0579492
|
|
U.S. PT Solutions, Inc.
|
Physical Therapy Solutions
|
Corp
|
TX
|
|
VA
|
U.S. Physical Therapy, Inc.
|
26-0609553
|
|
U.S. PT Texas, Inc.
|
Kinetix Physical Therapy
|
Corp
|
TX
|
|
MS
|
U.S. Physical Therapy, Inc.
|
20-5125415
|
To be dissolved
|
U.S. PT Therapy Services, Inc. (formerly U.S. Surgical Partners, Inc.)
|
Capstone Physical Therapy
Carolina Hand and Wellness Center Hand Therapy of North Texas - Frisco Hand Therapy of North Texas - Coppell Innovative Physical Therapy Lake City Hand Therapy Life Sport Physical Therapy Life Sport Physical Therapy - Glen Ellyn Metro Hand Rehabilitation Missouri City Physical Therapy Mountain View Physical Therapy of Medford Mountain View Physical Therapy of Talent Northern Illinois Therapy Services Propel Physical Therapy ReAction Physical Therapy Therapeutic Concepts Tulsa Hand Therapy Waco Sports Medicine and Rehabilitation |
Corp
|
DE
|
|
CA, FL, IA, IL, IN, KS, ME, MS, MO, NC, OH, OK, OR, PA, TX VA, & WI
|
U.S. Physical Therapy, Inc.
|
76-0613914
|
|
U.S. PT Turnkey Services, Inc.
(formerly Surgical Management GP, Inc. |
The Hand & Orthopedic Rehab Clinic
|
Corp
|
TX
|
|
IN
|
U.S. Physical Therapy, Inc.
|
20-2803028
|
|
U.S. Therapy, Inc.
|
First Choice Physical Therapy
|
Corp
|
TX
|
|
IN
|
U.S. PT - Delaware, Inc.
|
76-0637511
|
|
|
The Facilities Group, Inc.
|
|
|
|
|
|
|
|
University Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
VA
|
Rehab Partners #6, Inc.
|
76-0613913
|
|
USPT Physical Therapy, Limited Partnership
|
Body Basics Physical Therapy
|
LP
|
TX
|
|
IA
|
Rehab Partners #5, Inc.
|
20-5441273
|
|
Victory Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
20-4406904
|
|
West Texas Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
|
Rehab Partners #5, Inc.
|
20-5834588
|
Wright PT Management GP, LLC
|
|
LLC
|
TX
|
|
|
Rehab Partners #4, Inc.
|
82-3239740
|
|
|
Wright Physical Therapy, Limited Partnership
|
|
LP
|
TX
|
|
ID
|
Wright PT Management GP, LLC
|
82-3255983
|
/s/ GRANT THORNTON LLP
|
|
Houston, Texas
|
February 29, 2024
|
1. |
I have reviewed this annual report on Form 10-K of U.S. Physical Therapy, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
|
|
/s/ Christopher J. Reading
|
|
Christopher J. Reading
President and Chief Executive Officer
(Principal Executive Officer)
|
1. |
I have reviewed this annual report on Form 10-K of U.S. Physical Therapy, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
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/s/ Carey Hendrickson
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Carey Hendrickson
Chief Financial Officer
(Principal Financial and Accounting Officer)
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(1) |
The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2) |
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
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/s/ Christopher J. Reading
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Christopher J. Reading
Principal Executive Officer
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/s/ Carey Hendrickson
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Carey Hendrickson
Principal Financial and Accounting Officer
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1. |
Purpose and Scope. U.S. Physical Therapy, Inc. (the “Company”) has adopted this compensation Clawback Policy (the “Policy”) to comply with
Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), as codified by Section 10D of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and the rules of the New York Stock Exchange (the “NYSE”), which require the recovery of certain forms of executive compensation in the case of accounting restatements resulting from a material error in an
issuer’s financial statements. This Policy is adopted by the Board of Directors of the Company (the “Board”) and shall be administered by the
Compensation Committee of the Board (the “Committee”).
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2. |
Effective Date. This Policy shall be effective as of November 14, 2023 (the “Effective Date”), and shall apply to Incentive-Based Compensation, as defined below, that is approved, awarded, or granted to Covered Executives on or
after the Effective Date.
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3. |
Covered Executives. This Policy applies to all of the Company’s current and former
executive officers, as defined below, and such other employees who may from time to time be deemed subject to this Policy by the Committee (each, a “Covered
Executive”). For purposes of this Policy, an executive officer means an officer as defined in Rule 10D-1(d) under the Exchange Act, as amended from time to time. As of the Effective Date, "Executive officers" subject to recovery policies adopted under Rule 10D-1 include (1) a president, (2) any vice-president in charge of a principal business unit, division, or function (such as
sales, administration or finance), (3) any other officer who performs a policy-making function, or (4) any other person who performs similar policy-making functions for the Company, including executive officers of the Company or its
subsidiaries if they perform such functions.
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(a) |
For Covered Executives hired after the Effective Date, the Policy will be attached as an exhibit to their employment agreement and/or any award compensation agreement and will
require an acknowledgment of the Policy in the agreement.
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(b) |
All Covered Executives hired before the Effective Date will be bound by the Policy from the Effective Date. For such purposes, they shall be provided with a copy of the Policy,
which they shall sign in acknowledgment in a manner substantially consistent with Exhibit A hereof.
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4. |
Incentive-Based Compensation. For purposes of this Policy, the term “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial
reporting measure and includes, but is not limited to, compensation received pursuant to the Company’s incentive plan, as well as any compensation that Covered
Executives would not have been entitled to receive had the financial statements been accurate. “Financial reporting measures” are measures
determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, and any measures derived wholly or in part from such measures, including General Accepted Accounting Principles (“GAAP”), non-GAAP financial measures, as well as the Company's stock price and total shareholder return. For the avoidance of doubt, Incentive-Based
Compensation does not include annual salary, compensation awarded based on completion of a specified period of service, time-vesting awards or compensation that
is awarded solely at the discretion of the Board or the Committee (in each case as long as their grant was not based on the achievement of a financial performance measure), or compensation awarded based on subjective standards,
strategic measures, or operational measures (in each case as long as their grant was not based on the achievement of a financial performance measure).
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5. |
Recovery; Accounting Restatement. In the event the Company is required to prepare an
accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), the Company shall, as promptly as it reasonably can, recover any Incentive-Based Compensation received by a Covered Executive during the
three completed fiscal years immediately preceding the date on which the Company is required to prepare such Restatement (the “Restatement Date”), so
long as the Incentive-Based Compensation received by such Covered Executive is in excess of what would have been awarded or vested after giving effect to the Restatement. In addition to these last three completed fiscal years, the Policy
shall apply to any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. However, a transition period between the last day of the Company’s previous
fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months would be deemed a completed fiscal year. The Company’s obligation to recover erroneously awarded Incentive-Based Compensation is not
dependent on if or when the restated financial statements are filed.
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5.1. |
The Restatement Date shall be the earlier of (i) the date the Board, the Committee, or officer(s) are authorized to take such action if Board action is not required, concludes, or
reasonably should have concluded, that the Company is required to prepare a Restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as described in Rule 10D-1(b)(1)
under the Exchange Act or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.
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5.2. |
The amount to be recovered will be the excess of the Incentive-Based Compensation paid to the Covered Executive based on the erroneous data in the original financial statements
over the Incentive-Based Compensation that would have been paid to the Covered Executive had it been based on the restated results, without respect to any taxes paid. For Incentive-Based Compensation based on stock price or total
shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:
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A. |
The amount must be based on a reasonable estimate of the effect of a Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was
received; and
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B. |
The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
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5.3. |
This Policy shall apply even if the Covered Executive did not engage in any misconduct and even if the Covered Executive had no responsibility for the financial statement errors,
miscalculations, omissions or other reasons requiring Restatement.
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5.4. |
Subsequent changes in a Covered Executive’s employment status, including retirement or termination of employment, do not affect the Company’s rights to recover Incentive-Based
Compensation pursuant to this Policy. For purposes of this Policy, Incentive-Based Compensation shall be deemed to have been received during the fiscal period in which the financial reporting measure specified in the award is attained, even
if such Incentive-Based Compensation is paid or granted after the end of such fiscal period.
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5.5. |
The Company must recover erroneously awarded Incentive-Based Compensation in compliance with this Policy, except to the extent that the Committee has made a determination that
recovery would be impracticable for the reasons stated below:
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A. |
The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any
amount of erroneously awarded Incentive-Based Compensation based on the expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s)
to recover, and provide that documentation to the NYSE.
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B. |
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of
26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
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5.6. |
The Committee shall determine, in its sole discretion, the method of recovering any Incentive-Based Compensation pursuant to this Policy.
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6. |
No Indemnification. The Company shall not indemnify any current or former Covered
Executive against the loss of erroneously awarded Incentive-Based Compensation, and shall not pay, or reimburse any Covered Executives for premiums, for any insurance policy to fund such executive’s potential recovery payments.
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7. |
Disclosures. The Company must file all disclosures with respect to the Policy in accordance
with the requirements of the Exchange Act and other laws and regulations, including the disclosure required by applicable Securities and Exchange Commission (the “SEC”) filings.
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8. |
Notice. Before the Committee determines to seek recovery pursuant to this Policy, it shall
provide the Covered Executive with written notice and the opportunity to be heard at a meeting of the Committee (either in person or via telephone).
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9. |
Amendment and Interpretation. The Committee may amend this Policy from time to time in its
discretion and shall amend this Policy as it deems necessary to reflect the regulations adopted by the SEC and to comply with any rules or standards adopted by NYSE, on which the Company’s securities are listed. It is intended that this
Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and NYSE, or any other exchange on which the Company’s securities are
listed.
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U.S. Physical Therapy, Inc.
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By:
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Print:
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Title:
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COVERED EXECUTIVE:
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Print Name:
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