U S PHYSICAL THERAPY INC /NV
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
(MARK ONE)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED
September 30, 2025
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM _____TO _____
COMMISSION FILE NUMBER
1-11151
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
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(I.R.S. EMPLOYER IDENTIFICATION NO.)
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (
713
)
297-7000
SECURITIES REGISTERED PURSUANT TO
SECTION 12(b) OF THE EXCHANGE ACT:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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USPH
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NYSE Texas, Inc.
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☑
Yes
☐
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files).
☑
Yes
☐
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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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☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes
☑
No
A
s of November
7
, 2025, the
number of shares outstanding (issued less treasury stock) of the registrant’s common stock, par value $.01 per share, was:
15,204,119
.
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Item 1.
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3
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3
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4
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5
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6
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7
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8 | |
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Item 2.
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34
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Item 3.
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54 | |
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Item 4.
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54 | |
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PART II—OTHER INFORMATION
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Item 1.
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55 | |
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Item 5.
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55 | |
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Item 6.
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55 | |
| 56 | ||
PART I
-
FINANCIAL INFORMATION
| ITEM 1. |
FINANCIAL STATEMENTS
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U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE AMOUNTS
)
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September 30
, 2025
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December 31, 2024
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ASSETS
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(unaudited)
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Current assets:
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Cash and cash equivalents
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$
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$
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||||
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Patient accounts receivable, less provision for credit
losses of
$
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||||||
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Accounts receivable - other
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Other current assets
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Total current assets
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Fixed assets:
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Furniture and equipment
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Leasehold improvements
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Fixed assets, gross
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Less accumulated depreciation and amortization
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(
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)
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(
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)
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Fixed assets, net
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Operating lease right-of-use assets
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Investment in unconsolidated affiliate
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Goodwill
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Other identifiable intangible assets, net
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Other assets
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Total assets
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$
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$
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LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST
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Current liabilities:
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Accounts payable - trade
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$
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$
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Accrued expenses
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Current portion of operating lease liabilities
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Current portion of term loan and notes payable
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Total current liabilities
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Notes payable, net of current portion
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Revolving facility
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Term loan, net of current portion and deferred financing costs
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Deferred taxes
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Operating lease liabilities, net of current portion
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Other long-term liabilities
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Total liabilities
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Redeemable non-controlling interest - temporary equity
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Commitments and Contingencies
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U.S. Physical Therapy, Inc. (“USPH”) shareholders’ equity:
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Preferred stock, $
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Common stock, $
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Additional paid-in capital
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Accumulated other comprehensive gain
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Retained earnings
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Treasury stock at cost,
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(
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)
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(
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)
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Total USPH shareholders’ equity
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Non-controlling interest - permanent equity
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Total USPH shareholders’ equity and non-controlling interest - permanent equity
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Total liabilities, redeemable non-controlling interest, USPH shareholders’ equity and non-controlling interest - permanent
equity
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$
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$
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||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
(IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS
)
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Three Months Ended
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Nine
Months Ended
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|||||||||||||||
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September 30, 2025
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September 30, 2024
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September 30,2025
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September 30, 2024
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|||||||||||||
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Net patient revenue
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$
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$
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$
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$
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Other revenue
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Net revenue
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Operating cost:
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Salaries and related costs
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Rent, supplies, contract labor and other
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Depreciation and amortization
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Provision for credit losses
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(Gain) loss on clinic closures - lease and other
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(
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) |
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Total operating cost
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Gross profit
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Corporate office costs
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| (Gain) loss on change in fair value of contingent earn-out consideration |
(
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(
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Operating income
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| Other income (expense): | ||||||||||||||||
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Interest expense, debt and other
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(
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(
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(
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(
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Interest income from investments
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| Change in revaluation of put-right liability |
(
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(
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(
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Equity in earnings of unconsolidated affiliate
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Loss on sale of a partnership
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(
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Other
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Total other expense
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(
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(
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(
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(
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| Income before taxes |
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Provision for income taxes
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Net income
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Less: Net income attributable to non-controlling interest:
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Redeemable non-controlling interest - temporary equity
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(
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)
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(
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(
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(
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||||||||
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Non-controlling interest - permanent equity
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(
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(
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(
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(
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(
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(
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(
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(
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Net income attributable to USPH shareholders
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$
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$
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$
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$
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Basic and diluted earnings per share attributable to USPH
shareholders
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$
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$ |
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$ |
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$ |
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Shares used in computation - basic and diluted
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Dividends declared per common share
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$
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$
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$
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$
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||||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
(IN THOUSANDS)
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Three Months Ended
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Nine
Months Ended
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||||||||||||||
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September 30, 2025
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September 30, 2024
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September 30, 2025
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September 30, 2024
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Net income
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$
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$
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$
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$
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Other comprehensive
income:
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Unrealized
(loss)
on cash flow hedge
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(
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)
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(
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)
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(
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)
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(
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)
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Tax effect at statutory rate (federal and state)
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Comprehensive income
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$
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$
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$
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$
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Comprehensive income attributable to non-controlling interest
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(
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)
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(
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)
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(
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)
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(
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)
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||||||||
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Comprehensive income attributable to USPH shareholders
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$
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$
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$
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$
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||||||||
The accompanying notes are an integral part of these unaudited
Consolidated Financial Statements.
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
(IN THOUSANDS)
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Nine Months Ended
|
||||||||
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September 30
, 2025
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September
30
, 2024
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OPERATING ACTIVITIES
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||||||||
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Net income including non-controlling interest
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$
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$
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Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
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Depreciation and amortization
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Provision for credit losses
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Equity-based awards compensation expense
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Amortization of debt issue costs
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Change in deferred income taxes
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Change in revaluation of put-right liability
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Change in fair value of contingent earn-out consideration
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(
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) |
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Equity of earnings in unconsolidated affiliate
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(
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(
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) | ||||
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Loss on sale of fixed assets
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| Loss on sale of a partnership |
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| Other |
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(
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Changes in operating assets and liabilities:
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Patient accounts receivable, net
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(
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)
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(
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)
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Accounts receivable - other
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(
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)
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Other current and long term assets
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(
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(
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)
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Accounts payable and accrued expenses
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(
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)
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Other long-term liabilities
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(
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)
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(
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Net cash provided by operating activities
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INVESTING ACTIVITIES
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Purchase of fixed assets
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(
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)
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(
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Purchase of interest in businesses, net of cash acquired
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(
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)
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(
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Purchase of redeemable non-controlling interest, temporary equity
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(
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(
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Purchase of non controlling interest, permanent equity
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(
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)
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(
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Proceeds from the sale of non-controlling interest, permanent equity
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Proceeds from the sale of partnership interest - redeemable non-controlling interest, temporary equity
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Repayment of notes receivable related to sales of redeemable non-controlling interest
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Proceeds from the sale of partnership
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Distributions from unconsolidated affiliate
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Other
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(
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Net cash (used in) investing activities
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(
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)
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(
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)
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FINANCING ACTIVITIES
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Proceeds from revolving facility
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Payments on revolving facility
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(
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Distributions to non-controlling interest, permanent and temporary equity
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(
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(
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Cash dividends paid to shareholders
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(
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) |
(
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) | ||||
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Payments on term loan
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(
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) |
(
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) | ||||
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Principal payments on notes payable
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(
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(
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) | ||||
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Other
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(
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) | |||||
| Net cash (used in) financing activities |
(
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)
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(
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)
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Net (decrease) in cash and cash equivalents
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(
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)
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(
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)
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Cash and cash equivalents - beginning of period
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Cash and cash equivalents - end of period
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$
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$
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid during the period for:
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Income taxes
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$
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$
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||||
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Interest paid
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Non-cash investing and financing transactions during the period:
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Purchase of businesses - seller financing portion
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Fair market value of initial contingent consideration related to purchase of businesses
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Offset of notes receivable associated with purchase of redeemable non-controlling interest
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Notes payable related to purchase of redeemable non-controlling interest, temporary equity
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Notes receivable related to sale of redeemable non-controlling
interest, temporary equity
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Notes receivable related to the sale of non-controlling interest, permanent equity
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||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
(IN THOUSANDS)
| Common Stock | Additional |
Accumulated Other
|
Retained | Treasury Stock |
Total Shareholders’
|
Non-Controlling
|
||||||||||||||||||||||||||||||||||
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For the three months ended September 30, 2025
|
Shares | Amount |
Paid-In Capital
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Comprehensive Gain
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Earnings | Shares | Amount | Equity | Interests | Total | ||||||||||||||||||||||||||||||
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Balance June 30, 2025
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|
$
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$
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$
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$
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(
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)
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$
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(
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)
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$
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$
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$
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||||||||||||||||||||
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Net income attributable to USPH shareholders
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- |
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- |
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||||||||||||||||||||||||||||||
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Net income attributable to non-controlling interest - permanent equity
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- |
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- |
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Revaluation of redeemable non-controlling interest
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(
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)
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(
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)
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(
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)
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Compensation expense - equity-based awards
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- |
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- |
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Dividends paid to USPH shareholders
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-
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(
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)
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-
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(
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)
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(
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)
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|||||||||||||||||||||||||||
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Distributions to non-controlling interest partners - permanent equity
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-
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-
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(
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)
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(
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)
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||||||||||||||||||||||||||||
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Deferred taxes related to redeemable non-controlling interest - temporary
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-
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-
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||||||||||||||||||||||||||||||
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Other comprehensive gain
|
- |
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(
|
)
|
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-
|
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(
|
)
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(
|
)
|
|||||||||||||||||||||||||||
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Other
|
- |
|
|
(
|
) |
|
- |
|
|
|
|
|||||||||||||||||||||||||||||
|
Balance September 30, 2025
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||
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Common Stock
|
Additional |
Accumulated Other
|
Retained | Treasury Stock |
Total Shareholders’
|
Non-Controlling
|
|
|||||||||||||||||||||||||||||||||
|
For the nine months ended September 30, 2025
|
Shares |
Amount
|
Paid-In Capital
|
Comprehensive Loss
|
Earnings | Shares | Amount | Equity | Interests | Total | ||||||||||||||||||||||||||||||
|
Balance
December 31, 2024
|
|
$
|
|
$
|
|
$
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
|
$
|
|
$
|
|
|||||||||||||||||||||
|
Net income attributable to USPH shareholders
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Net income attributable to non-controlling interest - permanent equity
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Issuance of restricted stock, net of cancellations
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Revaluation of redeemable non-controlling interest, net of tax
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||
|
Compensation expense - equity-based awards
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Sale of non-controlling interest
|
- |
|
(
|
) |
|
|
- |
|
(
|
) |
|
(
|
) | |||||||||||||||||||||||||||
|
Dividends paid to USPH shareholders
|
-
|
|
|
|
(
|
)
|
-
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||
|
Distributions to non-controlling interest partners - permanent equity
|
-
|
|
|
|
|
-
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
|
Deferred taxes related to redeemable non-controlling interest - temporary
|
-
|
|
|
|
|
-
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Other comprehensive gain
|
-
|
|
|
(
|
)
|
|
-
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||
|
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans
|
-
|
|
|
|
|
-
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Other
|
- |
|
(
|
) |
(
|
)
|
|
- |
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||||||||||
|
Balance
September 30, 2025
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||
|
Common Stock
|
Additional
|
Accumulated Other | Retained |
Treasury Stock
|
Total Shareholders’
|
Non-Controlling
|
||||||||||||||||||||||||||||||||||
|
For the three months ended September 30, 2024
|
Shares | Amount |
Paid-In Capital
|
Comprehensive Gain
|
Earnings
|
Shares | Amount | Equity | Interests | Total | ||||||||||||||||||||||||||||||
|
Balance June 30, 2024
|
|
$
|
|
$
|
|
$ |
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
Net income attributable to USPH shareholders
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Net income attributable to non-controlling interest - permanent equity
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||
|
Compensation expense - equity-based awards
|
-
|
|
|
|
|
-
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Sale of non-controlling interest
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Purchase of partnership interests - non-controlling interest
|
- |
|
(
|
) |
|
|
- |
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
|
Dividends paid to USPH shareholders
|
- |
|
|
|
(
|
) | - |
|
(
|
) |
|
(
|
) | |||||||||||||||||||||||||||
|
Distributions to non-controlling interest partners - permanent equity
|
-
|
|
|
|
|
-
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
|
Deferred taxes related to non-controlling interest (temporary and permanent equity)
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
| Other comprehensive gain | - |
|
|
(
|
) |
|
- |
|
(
|
) |
|
(
|
) | |||||||||||||||||||||||||||
|
Other
|
-
|
|
|
|
(
|
)
|
-
|
|
(
|
)
|
|
|
||||||||||||||||||||||||||||
|
Balance September 30, 2024
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||
|
Common Stock
|
Additional |
Accumulated Other
|
Retained |
Treasury Stock
|
Total Shareholders’
|
Non-Controlling
|
||||||||||||||||||||||||||||||||||
|
For the nine months ended September 30, 2024
|
Shares
|
Amount |
Paid-In Capital
|
Comprehensive Loss
|
Earnings | Shares |
Amount
|
Equity | Interests | Total | ||||||||||||||||||||||||||||||
|
Balance
December 31, 2023
|
|
$
|
|
$
|
|
$
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||||
|
Net income attributable to USPH shareholders
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Net income attributable to non-controlling interest - permanent equity
|
- |
|
|
|
|
- |
|
|
|
|
||||||||||||||||||||||||||||||
|
Revaluation of redeemable non-controlling interest, net of tax
|
|
|
|
|
(
|
)
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||
|
Compensation expense - equity-based awards
|
-
|
|
|
|
|
-
|
|
|
|
|
||||||||||||||||||||||||||||||
|
Sale of non-controlling interest
|
- |
|
|
|
|
- |
|
|
|
|||||||||||||||||||||||||||||||
|
Purchase of partnership interests - non-controlling interest
|
- |
|
(
|
) |
|
|
- |
|
(
|
) |
(
|
) |
(
|
) | ||||||||||||||||||||||||||
|
Dividends paid to USPH shareholders
|
-
|
|
|
|
(
|
)
|
-
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||||||||||
|
Distributions to non-controlling interest partners - permanent equity
|
-
|
|
|
|
|
-
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||||||
|
Deferred taxes related to non-controlling interest (temporary and permanent equity)
|
- |
|
|
|
(
|
) | - |
|
(
|
) |
|
(
|
) | |||||||||||||||||||||||||||
| Other comprehensive gain | - |
|
|
(
|
) |
|
- |
|
(
|
) |
|
(
|
) | |||||||||||||||||||||||||||
|
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans
|
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Transfer of RNCI due to separation agreement
|
- |
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Other
|
- |
|
|
(
|
) |
(
|
) | - |
|
(
|
) |
|
|
|||||||||||||||||||||||||||
|
Balance
September 30, 2024
|
|
|
|
|
|
(
|
)
|
(
|
)
|
|
|
|
||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited Consolidated Financial Statements.
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
1.
|
Basis of Presentation and Significant Accounting Policies
|
Nature of Business
U.S.
Physical Therapy, Inc. and its subsidiaries (the “Company”) operates its business through
two
reportable business segments.
Our physical therapy operations consist of physical therapy, speech therapy and occupational therapy clinics and home-care physical and speech therapy practices that provide pre- and
post-operative care and treatment for a variety of orthopedic-related disorders, sports-related injuries, and rehabilitation of injured workers. Services provided by the industrial injury prevention services (“IIP”) segment include onsite
services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations and ergonomic assessments. The majority of IIP is contracted with and paid
for directly by employers, including a number of Fortune 500 companies. IIP is performed through Industrial Sports Medicine Professionals with specialized training related to the musculoskeletal system.
The Company added
18
clinics and closed
seven
clinics in
the 2025 Third Quarter bringing its total owned and/or managed clinics to
779
as of September 30, 2025, compared to
700
as of September 30, 2024.
D
uring the nine months ended September 30, 2025, and for the year ended
December 31, 2024, the Company completed the acquisitions of the following clinic practices
and
IIP businesses:
|
|
% Interest
|
Number of
|
|||||||
|
Acquisition
|
Date
|
Acquired | Clinics | ||||||
|
July
2025 Acquisition
|
|
|
|
||||||
| April 2025 Acquisition |
|
|
|
||||||
| February 2025 Acquisition |
|
|
|
||||||
| November 2024 Acquisition |
|
|
|
||||||
| October 2024 Acquisition |
|
|
|
||||||
|
August 2024 Acquisition
|
|
|
|
||||||
|
April
2024 Acquisition
|
|
|
|
||||||
|
March 2024 Acquisition
|
|
|
|
||||||
|
*
|
|
|
**
|
|
|
***
|
|
|
****
|
|
Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance
with the instructions for Form 10-Q. However, the statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Management
believes this report contains all necessary adjustments (consisting only of normal recurring adjustments) to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods
presented. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31,
2024, filed with the Securities and Exchange Commission on
March 3, 2025. Interim results are not necessarily indicative of the results the Company expects for the entire year. All significant intercompany transactions have been
eliminated in consolidation.
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of
operations.
8
Segment Reporting
Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by chief operating decision
makers in determining the allocation of resources and in assessing performance. The Company currently operates through
two
segments: physical therapy operations and IIP.
Use of Estimates
In preparing the Company’s consolidated financial statements, management makes certain estimates and assumptions, especially in relation to, but not limited to,
goodwill impairment, tradenames and other intangible assets, allocations of purchase price, allowance for receivables, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and
related disclosures. Actual results may differ from these estimates.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include
certain identifiable intangible assets. Historically, goodwill has been derived from acquisitions and, prior to 2009, from the purchase of some or all of a particular local management’s equity interest in an existing clinic. Effective January 1,
2009, if the purchase price of a non-controlling interest, permanent equity by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital.
Goodwill and other indefinite-lived intangible assets are not amortized but are instead subject to periodic impairment evaluations. The fair value of goodwill and
other identifiable intangible assets with indefinite lives are evaluated for impairment at least annually and upon the occurrence of certain triggering events or conditions and are written down to fair value, if considered impaired. These events or
conditions include but are not limited to a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating, or cash flow, combined with a history of such losses or a projection of
continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these triggering events or conditions could result in an impairment assessment, necessitating an impairment charge. The
Company evaluates indefinite-lived tradenames in conjunction with its annual goodwill impairment test.
The reporting
units within the Company’s physical therapy business are comprised of
six
regions primarily based on each clinic’s location. The IIP business consists of
two
reporting units.
As part of the impairment analysis, the Company is first required to assess qualitatively if it can
conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, it is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In
evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The
Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. An impairment loss generally would be recognized when the carrying amount of the net assets of a
reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit.
For the three
and nine months ended
September 30, 2025, no triggering events or indicators were identified that would require impairments of assets for such period. During the three and twelve months ended
December 31, 2024, the Company recorded a non-cash impairment charge of $
2.4
million related to assets held for sale (described in
Note 5
,
Assets Held for Sale
), of which $
1.6
million was attributed to referral relationships, $
0.5
million was
attributed to tradenames and $
0.3
million was attributed to other assets.
The
Company will continue to monitor for any triggering events or other indicators of impairment.
9
Variable interest entities
A variable interest entity (“VIE”) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial
support, or is structured such that its equity holders do not have power over the activities of the entity; have voting rights, as a group, that are not proportionate to their economic interests; or are not exposed to the residual losses or
benefits of the entity.
At the inception of a contractual agreement, the Company determines whether it holds a variable interest in a legal entity that is a VIE and whether it is the
primary beneficiary of the VIE. The primary beneficiary has both the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits
from the VIE that could potentially be significant to the VIE. If the Company concludes it is the primary beneficiary of a VIE, the Company consolidates the accounts of that VIE. The Company regularly reviews and reconsiders previous conclusions
regarding whether the Company holds a variable interest in a potential VIE, the status of an entity as a VIE, and whether it is the primary beneficiary of a VIE.
Investment in unconsolidated affiliate
Investments in unconsolidated
affiliates, in which the Company has less than a controlling interest, are accounted for under the equity method of accounting and, accordingly, are adjusted for capital contributions, distributions and the Company’s equity in net earnings or
loss of the respective joint venture.
Redeemable Non-Controlling Interest
The non-controlling interest that is reflected as redeemable non-controlling interest in the consolidated financial statements consists of those in which the owners and
the Company have certain redemption rights, whether currently exercisable or not, and which currently, or in the future, require that the Company purchase or the owner sell the non-controlling interest held by the owner, if certain conditions are
met. The purchase price is derived via a predetermined formula based on a multiple of earnings performance as defined in the respective limited partnership agreements. Most of these redemption rights can be triggered by the owner or the Company at
such time as both of the following events have occurred: 1) termination of the owner’s employment, regardless of the reason for such termination, and 2) the passage of specified number of years after the closing of the transaction, typically
to
six years
, as defined in the
limited partnership agreement or limited liability company agreement, as applicable. Other redemption rights can be triggered by the owner after the passage of a certain period of time. The redemption rights are not automatic or mandatory (even upon
death) and require either the owner or the Company to exercise its rights when the conditions triggering the redemption rights have been satisfied.
On the date the Company acquires a controlling interest in a partnership, and the limited partnership agreement for such partnership contains redemption rights not under
the control of the Company, the fair value of the non-controlling interest is recorded in the consolidated balance sheet under the caption—Redeemable non-controlling interest – temporary equity. Then, in each reporting period thereafter until it is
purchased by the Company, the redeemable non-controlling interest is adjusted to the greater of its then current redemption value or initial carrying value, based on the predetermined formula defined in the respective limited partnership agreement.
As a result, the value of the non-controlling interest is not adjusted below its initial carrying value. The Company records any adjustment in the redemption value, net of tax, directly to retained earnings and these adjustments are not reflected in
the consolidated statements of net income. Although the adjustments are not reflected in the consolidated statements of net income, current accounting rules require that the Company reflects the adjustments, net of tax, in the earnings per share
calculation. The amount of net income attributable to redeemable non-controlling interest owners is included in consolidated net income on the face of the consolidated statements of net income. Management believes the redemption value (i.e. the
carrying amount) and fair value are the same.
10
Non-Controlling Interest
The Company recognizes non-controlling interest, in which the Company has no obligation but the right to purchase the non-controlling interest, as permanent
equity in the unaudited consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interest is included in the consolidated net income on the face of the unaudited
consolidated statements of net income. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The
Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling equity investment on the deconsolidation date.
When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Additionally,
operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner.
During the nine
months ended, September 30, 2025, the Company acquired additional interests in
two
partnerships which are included in non-controlling
interests - permanent equity. The additional interests purchased in each of the partnerships ranged from
15
% to
35.0
% and the aggregated purchase price for acquired non-controlling interests – permanent equity was $
0.2
million. During the year ended December 31, 2024, the Company acquired additional interests in partnerships which are included in non-controlling interests - permanent
equity. The additional interests purchased in each of the partnerships ranged from
1.5
% to
35.0
% and the aggregated purchase price for acquired non-controlling interests – permanent equity was $
0.8
million.
During the nine
months ended September 30, 2025, the Company sold interests in a partnership which is included in non-controlling interests – permanent equity, for an aggregate price less than of $
0.1
million. During the year ended December 31, 2024, the Company sold interests in
three
partnerships for an aggregate price of $
0.3
million.
Revenue
Recognition
The Company recognizes revenue in accordance with
Accounting Standards Codification (“ASC”) 606. For ASC 606, there is an implied contract between the Company and the patient upon each patient visit. Separate contractual arrangements exist between the Company and third-party payors (e.g. insurers,
managed care programs, government programs, workers’ compensation) which establish the amounts the third parties pay on behalf of the patients for covered services rendered. While these agreements are not considered contracts with the customer,
they are used for determining the transaction price for services provided to the patients covered by the third-party payors. The payor contracts do not indicate performance obligations for the Company but indicate reimbursement rates for patients
who are covered by those payors when the services are provided. At that time, the Company is obligated to provide services for the reimbursement rates stipulated in the payor contracts. The execution of the contract alone does not indicate a
performance obligation. For self-paying customers, the performance obligation exists when the Company provides the services at established rates. The difference between the Company’s established rate and the anticipated reimbursement rate is
accounted for as an offset to revenue—contractual allowance. Payments for services rendered are typically due
30
to
120 days
after receipt of the invoice.
Patient Revenue
Net patient revenue consists of revenues for physical therapy
and occupational therapy clinics, and home-care physical and speech therapy practices, that provide pre- and post-operative care and treatment for orthopedic related disorders, sports-related injuries, preventative care, rehabilitation of injured
workers and neurological-related injuries. Net patient revenue (patient revenue less estimated contractual adjustments – as described below) is recognized at the estimated net realizable amounts from third-party payors, patients and others in
exchange for services rendered when obligations under the terms of the contract are satisfied. There is an implied contract between us and the patient upon each patient visit. Generally, this occurs as the Company provides physical and occupational
therapy services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. The Company has agreements with third-party payors that provide payments to the Company at amounts different from
its established rates.
11
Other Revenue
Revenue from the IIP business, which is included in other
revenue in the consolidated statements of net income, is derived from onsite services the Company provides to clients’ employees including injury prevention, rehabilitation, ergonomic assessments, post-offer employment testing and performance
optimization. Revenue from the Company’s IIP business is recognized when obligations under the terms of the contract are satisfied. Revenues are recognized at an amount equal to the consideration the company expects to receive in exchange for
providing injury prevention services to its clients. The revenue is determined and recognized based on the number of hours and respective rate for services provided in a given period.
Management contract revenue, which is also
included in other revenue, is derived from contractual arrangements whereby the Company manages a clinic for
unrelated physician groups and hospitals
. Typically, revenue is determined based on the number of visits conducted at the clinic and recognized at a point in time when services are performed. Costs, typically consisting of salaries
,
are recorded when incurred. Management contract revenue was $
2.5
million for both the three months ended September
30, 2025,
and
the three months ended September 30, 2024,
and was $
7.3
million for both the nine months ended September 30, 2025, and
the nine months ended
September 30, 2024.
Additionally, other revenue from physical therapy
operations includes services the Company provides on-site at locations such as schools and industrial worksites for physical or occupational therapy services, athletic trainers for schools and gym membership fees. Contract terms and rates are
agreed to in advance between the Company and the third parties. Services are typically performed over the contract period and revenue is recorded at the point of service. If the services are paid in advance, revenue is recorded as a contract
liability over the period of the agreement and recognized at the point in time when the services are performed.
Contractual Allowances
The allowance for estimated contractual
adjustments is based on terms of payor contracts and historical collection and write-off experience. Contractual allowances result from the differences between the rates charged for services performed and expected reimbursements by both
insurance companies and government-sponsored healthcare programs for such services. Medicare regulations and the various third-party payors and managed care contracts are often complex and may include multiple reimbursement mechanisms
payable for the services provided in Company clinics. The Company estimates contractual allowances based on its interpretation of the applicable regulations, payor contracts and historical calculations. Each month the Company estimates its
contractual allowance for each clinic based on payor contracts and the historical collection experience of the clinic and applies an appropriate contractual allowance reserve percentage to the gross accounts receivable balances for each
payor of the clinic. Based on the Company’s historical experience, calculating the contractual allowance reserve percentage at the payor level is sufficient to allow the Company to provide the necessary detail and accuracy with its
collectability estimates. However, the services authorized, provided and related reimbursement are subject to interpretation that could result in payments that differ from the Company’s estimates. Payor terms are periodically revised
necessitating continual review and assessment of the estimates made by management. The Company’s billing system does not capture the exact change in its contractual allowance reserve estimate from period to period. In order to assess the
accuracy of its revenues, management regularly compares its cash collections to corresponding net revenues measured both in the aggregate and on a clinic-by-clinic basis. In the aggregate, historically the difference between net revenues
and corresponding cash collections for any fiscal year has generally reflected a difference between approximately
1.0
% to
1.5
% of net revenues. As a result, the Company believes that a change in the contractual allowance reserve estimate would not likely be more
than
1.0
% to
1.5
%
on any balance sheet date.
12
Provision for Credit Losses
The Company determines provisions for credit losses
based on the specific agings at each clinic. The provision for credit losses is included in operating costs in the consolidated statements of net income. Patient accounts receivable, which are stated at the historical carrying amount net of
contractual allowances, write-offs, and allowance for credit losses, includes only those amounts the Company estimates to be collectible.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the
position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount to be recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate
settlement with the relevant tax authority.
The Company did
no
t have any accrued interest or penalties associated with any unrecognized tax benefits
no
r was any interest expense recognized during either the three and nine months ended September 30, 2025, or September 30, 2024. The Company records any interest or penalties, if required, in interest and other
expense, as appropriate.
On July 4, 2025, the President signed H.R. 1, the
One Big
Beautiful Bill Act
, into law. Among other changes, the Act reinstates 100% bonus depreciation and provides more favorable deductibility for certain business expenses beginning in 2025. As required by ASC 740, the Company recognized the
effects of the Act in the quarter ended September 30, 2025. The enactment primarily affected the timing of deductions and the mix of current and deferred income tax expense but did not have a material impact on the Company’s consolidated
financial statements for the quarter. The Company will continue to evaluate interpretive guidance and any incremental impacts in subsequent periods.
Fair Value of Financial Instruments
Fair value is defined as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based
upon the transparency of inputs to the valuation at the measurement date.
The three levels of the fair value hierarchy are as follows:
|
●
|
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.
|
The carrying amounts
reported in the balance sheets for cash and cash equivalents, certain contingent earn-out payments, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial
instruments. The carrying amount of the debt under the Third Amended and Restated Credit Agreement (defined as “Credit Agreement” in Note 9) approximates the fair value due to the proximity of the debt issue date and the balance sheet date and
the variable component of interest on debt. The interest rate on the Credit Agreement is tied to the Secured Overnight Financing Rate (“SOFR
”) or the rate of interest in effect as publicly announced from time to time by Bank of America as
its prime rate
.
The put right expiring in 2027 is associated
with the potential future purchase of a separate company within the Company’s IIP business. It is marked to fair value on a recurring basis using Level 3 inputs. In determining the value of the put right as of September 30
, 2025
,
the Company used
a Monte Carlo simulation model utilizing unobservable inputs including asset volatility of
20.0
%
and a discount rate of
10.99
%. The value of this put right increased $
1.4
million for the nine months ended
September
30
,
2025
. The put right was valued at approximately $
2.4
million on
September 30
, 2025, and approximately $
1.0
million on December 31, 2024.
13
The consideration for some of the Company’s
acquisitions includes future payments that are contingent upon the occurrence of future operational or financial objectives being met. The Company estimates the fair value of contingent consideration obligations through valuation models designed
to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. These fair value measurements are based on significant inputs not observable in the market.
Substantial
judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the
amount of contingent
consideration expense the Company records
in any given period. The Company determined the fair value of its contingent
consideration obligations to be $
9.6
million on
September 30
, 2025, and $
17.6
million on December 31, 2024.
The valuation of the Company’s interest rate
derivative is measured as the present value of all expected future cash flows based on SOFR-based yield curves. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its
counterparty, which is a Level 2 fair value measurement. See Note 10 for more information on the Company’s interest rate derivative.
The redemption value of redeemable
non-controlling interests approximates the fair value. See Note 4 for the changes in the fair value of Redeemable non-controlling interest during the three and nine months ended September 30, 2025.
Restricted Stock
Restricted stock issued to employees and
directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following
anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the
year after the date of grant. For those granted to officers and certain other key employees, the restriction will lapse in equal quarterly
installments during the
four years
following the date of grant. Compensation expense for grants of restricted stock is recognized
based on the fair value per share on the date of grant amortized over the vesting period. The Company recognizes any forfeitures as they occur. The restricted stock issued is included in basic and diluted shares for the earnings per share
computation during both the three and nine months ended September 30, 2025.
Recently Adopted Accounting Guidance
In December 2023, the FASB issued
ASU 2023-09 Income Taxes (Topic 740): Improvements to
Income Tax Disclosures
, which requires disclosure on an annual basis, a tabular reconciliation, including both amount and percentage of specific categories of the effective tax rate reconciliation, including state and local income taxes
(net of Federal taxes), foreign taxes, effects of changes in tax laws and regulations, effects of cross-border tax laws, tax credits, changes in valuation allowances, nontaxable and nondeductible items and changes in unrecognized tax benefits.
Additional disclosures are required for certain items exceeding five percent of income from continuing operations multiplied by the statutory income tax rate. The standard also requires disclosure of income taxes paid between Federal, state and
foreign jurisdictions, including further disaggregation of those payments exceeding five percent of the total income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The
Company has adopted this standard as of January 1, 2025, and there was no significant impact on the Company’s consolidated financial statements. The new quantitative disclosures are required on an annual basis and therefore are not required for
this interim period; the Company will include the required enhanced disclosures in its Annual Report on Form 10‑K for the year ending December 31, 2025.
14
Recent Accounting Guidance Not Yet Adopted
In November 2024, FASB issued ASU 2024-03,
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)
, which is intended to improve the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented expense captions. The ASU requires entities to disclose the amounts of purchases of
inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption; as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately
disaggregated quantitatively. The amendment also requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling expenses.
The ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027; however
early adoption is permitted. The ASU can be applied either prospectively or retrospectively. The Company is currently reviewing the impact that ASU 2024-03 will have on the disclosures in our consolidated financial statements.
2. Earnings Per Share
Basic and diluted earnings per share is computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares
and participating securities. The restricted stock the Company grants are participating securities containing non-forfeitable rights to receive dividends. Accordingly, any unvested shares of restricted stock is included in the basic and diluted
earnings per share computation. Additionally, in accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Note 4, Redeemable Non-Controlling Interest), net of tax, is charged directly to retained
earnings and is included in the earnings per basic and diluted share calculation.
The computation of basic
and diluted earnings per share are as follows.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
September 30, 2025
|
September 30, 2024
|
|||||||||||||
|
Earnings per Share
|
(In thousands, except per share data)
|
(In thousands, except per share data)
|
||||||||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Charges to retained earnings:
|
||||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Tax effect at statutory rate (federal and state)
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
|
Earnings per share (basic and diluted)
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Shares used in computation:
|
||||||||||||||||
|
Basic and diluted earnings per share - weighted-average shares
|
|
|
|
|
||||||||||||
3. Acquisitions of Businesses
The Company’s strategy is to continue acquiring multi-clinic outpatient physical therapy practices and home-care physical and speech therapy practices, to develop outpatient physical
therapy clinics as satellites in existing partnerships, and to continue acquiring companies that provide industrial injury prevention services. The consideration paid for each acquisition is derived through arm’s length negotiations and funded
through working capital or borrowings under the Company’s revolving facility.
The results of operations of the acquisitions below have been included in the Company’s unaudited consolidated financial statements from their respective date of acquisition. Unaudited
proforma consolidated financial information for the acquisitions has not been included, as the results, individually and in the aggregate, were not material to current operations.
During the nine months ended September 30, 2025, the Company acquired a majority interest in the following
businesses:
15
2025 Acquisitions
|
|
% Interest
|
Number of
|
||||||
|
Acquisition
|
Date
|
Acquired
|
Clinics
|
|||||
|
July 2025 Acquisition
|
|
|
|
|||||
|
April 2025 Acquisition
|
|
|
||||||
|
February 2025 Acquisition
|
|
|
|
|||||
|
*
|
Home-care business
|
The
purchase price plus the fair value of the non-controlling interest for the acquisitions after September 30, 2024 was allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets (i.e. tradenames, referral
relationships, customer
relationships
and non-compete agreements) and liabilities assumed based on the estimated fair values at the acquisition date, with the amount in excess of fair values being recorded as goodwill. The Company is in the process of completing its formal valuation
analysis of the above-mentioned acquisitions in order to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the
preliminary estimates used on September 30, 2025, based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of
the valuation of identifiable intangible assets and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result
in adjustments to goodwill. The Company does not expect the adjustments to be material. The Company continues to evaluate the components for the purchase price allocations for acquisitions after September 30, 2024.
On July 31, 2025, the Company acquired a
On April
30, 2025, the Company acquired an outpatient home-care physical and speech therapy practice through its
50
%-owned subsidiary, Metro.
After the transaction, the Company’s ownership interest is
40
%, the local partners have an ownership interest of
40
% and the practice’s preacquisition owners have a
20
%
ownership interest. The purchase price for the
80
% equity interest was approximately $
2.3
million which was paid in cash. As part of this transaction, the Company agreed to additional consideration if future operational objectives are met. The maximum amount of
additional contingent consideration due under this agreement is $
1.8
million
. The contingent
consideration was valued at $
1.0
million as of September 30, 2025
.
On February 28, 2025, the Company acquired a
65
% interest in a physical therapy practice with
three
clinic locations. The
prior owner retained a
35
% ownership interest. The purchase price for the
65
% interest was approximately $
3.8
million, which was paid in cash. As part of
this transaction, the Company agreed to additional consideration if future operational objectives are met by the business. The maximum amount of additional contingent consideration due under this agreement is $
1.3
million. The contingent consideration was valued at $
0.3
million as of
September
30, 2025.
Besides the multi-clinic acquisitions referenced above, the
Company purchased the assets and business of
14
physical therapy clinics during 2025, which were tucked into larger partnerships in
separate transactions.
16
The following table provides details on the preliminary purchase price allocation
for the acquisitions described above.
|
Physical Therapy
|
||||
|
Operations
|
||||
|
(In thousands)
|
||||
|
Cash paid, net of cash acquired
|
$
|
|
||
|
Seller note
|
|
|||
|
Deferred payments
|
|
|||
|
Contingent payments
|
|
|||
|
Total consideration
|
$
|
|
||
|
Estimated fair value of net tangible assets acquired:
|
||||
|
Total current assets
|
$
|
|
||
|
Total non-current assets
|
|
|||
|
Total liabilities
|
(
|
)
|
||
|
Net tangible assets acquired
|
|
|
||
|
Customer and referral relationships
|
|
|||
|
Non-compete agreement
|
|
|||
|
Tradenames
|
|
|||
|
Goodwill
|
|
|||
|
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
(
|
)
|
||
|
$
|
|
|||
Total current assets primarily represent accounts receivable while total non-current assets consist of fixed
assets and equipment.
For the acquisitions completed in the nine months ended September 30, 2025, the values assigned to the customer
and referral relationships and non-compete agreement are being amortized on a straight-line basis over their respective estimated lives. For customer and referral relationships, the weighted-average amortization period is
12.0
years. For the non-compete agreements, the weighted-average amortization period is
6.0
years. The values assigned to tradenames are tested annually for impairment.
2024 Acquisitions
|
% Interest
|
Number of
|
|||||||
|
Acquisition
|
Date
|
Acquired
|
Clinics
|
|||||
|
November 2024 Acquisition
|
|
|
|
|||||
|
October 2024 Acquisition
|
|
|
|
|||||
|
August 2024 Acquisition
|
|
|
|
|||||
|
April 2024 Acquisition
|
|
|
||||||
|
March 2024 Acquisition
|
|
|
|
|||||
|
*
|
IIP business.
|
|
**
|
On April 30
, 2024, one of the Company
’s
primary IIP businesses, Briotix Health Limited Partnership, acquired
|
On November 30, 2024, the Company acquired a
75
% equity interest in an
eight
-clinic physical therapy practice.
The owner of the practice retained
25
% of the equity interests. The purchase price for the
75
% equity interest was approximately $
15.9
million, of which $
15.7
million was paid in cash, and $
0.2
million was in the form of a note payable. The note accrues interest at
5.0
% per annum and the principal and interest is payable on
December 1, 2026.
On October 31, 2024, the Company acquired a
50
%
interest in Metro pursuant to an Equity Interest Purchase Agreement (the
“Purchase Agreement”) dated October 7, 2024 among U.S. Physical Therapy, Ltd. (a subsidiary of the Company), Metro, the members of Metro, and Michael G. Mayrsohn, as Sellers
’
Representative. The Company also became the managing member of Metro.
17
The Company paid a purchase price of approximately $
76.5
million, $
75.0
million of which was
funded by our cash on hand and the remaining $
1.5
million through the issuance of
18,358
shares of the Company’s common stock based on a trailing
five-day
average as of the day immediately prior to closing. The shares of the Company’s common stock were issued in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act. The Purchase Agreement also included an earnout
where the sellers can earn up to $
20.0
million of additional consideration if certain performance criteria relating to the Metro business
are achieved. The contingent consideration was valued at $
2.5
million on September 30, 2025.
On August 31, 2024, the Company acquired a
70
% equity interest in an
eight
-clinic practice physical therapy and the original practice owners retained a
30
% equity interest (“August 2024 Acquisition”). The purchase price for the
70
%
equity interest was approximately $
2.0
million. As part of the transaction, the Company agreed to additional contingent consideration if
future operational and financial objectives are met. The maximum amount of additional contingent consideration due under this agreement is $
3.6
million. The contingent consideration was valued at $
0.5
million on September 30, 2025.
On April 30, 2024
the Company acquired
100
% of an IIP business (“April 2024 Acquisition”), through one of its primary IIP businesses, Briotix Health Limited Partnership, for a purchase price of approximately $
24.0
million, of which $
0.5
million was in the form of a note
payable. The principal and the interest has been paid as of September 30, 2025. As part of the transaction, the Company agreed to additional contingent consideration if future operational objectives are met by the business. The maximum amount of
additional contingent consideration due under this agreement is $
10.0
million. In August 2025, the Company paid $
1.9
million in full settlement of the contingent consideration. As of September 30, 2025,
no
further amounts are payable related to the April 2024 Acquisition.
On March 29, 2024, the Company acquired a
50
% equity interest in a
nine
-clinic
physical therapy and hand therapy practice (
“March 2024 Acquisition”
). The original owners of the practice retained the remaining
50
%. The purchase price for the
50
% equity interest was approximately $
16.4
million, of which $
0.5
million was in the form of a note payable. The note accrues interest at
4.5
% per annum and the principal and the interest are payable on March 29, 2026. As part of the transaction, the Company agreed to additional contingent consideration if future
operational and financial objectives are met. There is no maximum payout. The contingent consideration was valued at $
2.5
million on
September 30, 2025.
For the year ended December 31, 2024, besides the multi-clinic
acquisitions referenced above, the Company purchased the assets and business of
eight
physical therapy clinics, which were tucked into
larger partnerships in separate transactions.
The following table provides details on
the purchase price allocations for the March 2024 Acquisition, the April 2024 Acquisition,
the August 2024 Acquisition
and preliminary purchase price allocations for the other acquisitions described above.
|
Physical Therapy
|
||||||||||||
|
IIP
|
Operations
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||
|
Cash paid, net of cash acquired
|
$
|
|
$
|
|
$
|
|
||||||
|
Seller note
|
|
|
|
|||||||||
|
Deferred payments
|
|
|
|
|||||||||
|
Contingent payments
|
|
|
|
|||||||||
|
Total consideration
|
$
|
|
$
|
|
$
|
|
||||||
|
|
||||||||||||
|
Estimated fair value of net tangible assets acquired:
|
||||||||||||
|
Total current assets
|
$
|
|
$
|
|
$
|
|
||||||
|
Total non-current assets
|
|
|
|
|||||||||
|
Total liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Net tangible assets acquired
|
|
|
|
|||||||||
|
Customer and referral relationships
|
|
|
|
|||||||||
|
Non-compete agreement
|
|
|
|
|||||||||
|
Tradenames
|
|
|
|
|||||||||
|
Goodwill
|
|
|
|
|||||||||
|
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
|
(
|
)
|
(
|
)
|
|||||||
|
$
|
|
$
|
|
$
|
|
|||||||
Total
current assets primarily represent accounts receivable while total non-current assets consist of fixed assets and equipment used in the practice.
18
For the acquisitions in 2024, the values assigned to the customer and referral relationships and non-compete agreements are being amortized on a straight-line basis over their respective estimated lives. For customer and
referral relationships, the weighted-average amortization period is
12.7
years. For the non-compete agreements, the weighted-average
amortization period is
5.9
years. The values assigned to tradenames are tested annually for impairment.
Variable Interest Entities
Certain states prohibit the “corporate
practice of medicine,” which restricts the Company from owning physical therapy practices which directly employ therapists and from exercising control over medical decisions by therapists. In these states, the Company enters into long-term
management agreements with medical practices that are owned by licensed therapists, which, in turn, employ or contract with therapists who provide professional services.
Based on the provisions of the management agreements, the Company determined that these entities are variable
interest entities. The Company’s ownership percentages in these entities is 50% as of September 30, 2025. The Company consolidates the VIEs since it controls the management and operating activities that are most significant to the VIEs’
economic performance and its ownership interests expose the Company to the risks and benefits that could potentially be significant to each VIE.
The assets of the VIEs recognized in consolidation may only be used to settle obligations of each respective VIE
and may not be used to satisfy claims of the Company, and the creditors of each VIE do not have recourse to the Company’s general credit. As of September 30, 2025, and December 31, 2024, the total assets of the Company’s variable interest
entities were $
245.3
million and $
231.3
million, respectively. As of September 30, 2025, and December 31, 2024, the total liabilities of the Company’s VIEs were $
38.5
million and $
31.9
million respectively.
The table below presents the
operating results of the VIEs.
|
Three Months Ended
|
Nine Months Ended
|
|||||||
|
September 30, 2025
|
September 30, 2025
|
|||||||
|
(In thousands)
|
||||||||
|
Net revenue
|
$
|
|
$ |
|
||||
|
Operating cost:
|
||||||||
|
Salaries and related costs
|
|
|
||||||
|
Rent, supplies, contract labor and other
|
|
|
||||||
|
Depreciation and amortization
|
|
|
||||||
|
Provision for credit losses
|
|
|
||||||
|
Total operating cost
|
|
|
||||||
|
Gross profit
|
|
|
||||||
| Gain on fair value adjustments |
(
|
) |
(
|
) | ||||
|
Other expense
|
|
|
||||||
|
Provision for income taxes
|
|
|
||||||
|
Net income
|
$
|
|
$ |
|
||||
19
4. Redeemable Non-Controlling Interest
In most of the Company’s acquired partnerships, the former practice owner retains an equity interest in our subsidiary which the Company is required to purchase upon the exercise
of either the put right or the call right. The applicable purchase price is calculated per the terms of the respective agreements and classified as redeemable non-controlling interest (temporary equity) in our consolidated balance sheets. The
terms and conditions regarding repurchase rights and obligations for most of the redeemable non-controlling interests, are summarized below under “Physical Therapy Practice Acquisitions”. However, the Company has an agreement that provides for
different rights and obligations regarding the particular redeemable non-controlling interests involved in that agreement – described below under “ProgressiveHealth Acquisition”.
Physical Therapy Practice Acquisitions
When the Company acquires a majority interest (the “Acquisition”) in a physical therapy clinic (referred to as “Therapy Practice”), these Therapy Practice transactions
typically occur in a series of steps which are described below.
|
|
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 (
|
| 3. |
The Company enters into an agreement (the “Purchase Agreement”) to acquire from the Seller Entity a majority (ranges from
|
| 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
|
|
|
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
to
|
| 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.
|
20
| 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 typically expires on the
later
of:
|
| a. |
|
| b. |
to
|
| 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 is no longer 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 a specified number of years following 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 specified 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 specified 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 specified date after 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 specified 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.
|
21
|
|
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 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 typically 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.
|
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.
ProgressiveHealth
Acquisition
On November 30, 2021,
the Company acquired a majority interest in ProgressiveHealth Companies, LLC (“Progressive”), which owns a majority interest in certain subsidiaries (“Progressive Subsidiaries”) that operate in the IIP business. The Progressive transaction was
completed in a series of steps which are described below.
|
|
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 (
|
|
|
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
|
|
|
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 Progressive acquisition and expires on the
later
of:
|
|
|
a. |
|
|
|
b. |
|
22
|
|
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
|
|
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 Rights
|
|
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. 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.
|
Neither the Progressive Operating Agreement nor the Progressive Non-Compete Agreement contain any provision to escrow or “claw back” the equity interest in
Progressive NewCo held by the Progressive Selling Shareholders, in the event of a breach of the operating agreement or non-compete terms, or the management services agreement pursuant to which the Progressive Selling Shareholders perform services
on behalf of Progressive NewCo. The Company’s only recourse against the Progressive Selling Shareholder for breach of any of these agreements is to seek damages and other legal remedies under such agreements. There are no conditions in any of the
arrangements with a Progressive Selling Shareholder that would result in a forfeiture of the equity interest in Progressive NewCo held by a Progressive Selling Shareholder.
23
For both scenarios described above, 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.
Carrying Amounts of Redeemable Non-Controlling Interests
The following table
details the changes in the carrying amount (fair value) of the Company’s redeemable non-controlling interests:
|
Nine Months Ended
|
Year Ended
|
|||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
| (In thousands) | ||||||||
|
Beginning balance
|
$
|
|
$
|
|
||||
|
Net income allocated to redeemable non-controlling interest partners
|
|
|
||||||
|
Distributions to redeemable non-controlling interest partners
|
(
|
)
|
(
|
)
|
||||
|
Changes in the fair value of redeemable non-controlling interest
|
|
|
||||||
|
Purchases of redeemable non-controlling interest
|
(
|
)
|
(
|
)
|
||||
|
Capital contribution
|
|
|
||||||
|
Acquired interest
|
|
|
||||||
|
Sales of redeemable non-controlling interest
|
|
|
||||||
|
Changes in notes receivable related to redeemable non-controlling interest
|
(
|
)
|
(
|
)
|
||||
|
Reduction due to separation agreement
|
|
(
|
) | |||||
| Adjustments in notes receivables related to the sales of redeemable non-controlling interest |
|
(
|
) | |||||
|
Ending balance
|
$
|
|
$
|
|
||||
The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests:
|
Nine Months Ended
|
Year Ended | |||||||
|
|
September 30, 2025
|
December 31, 2024
|
||||||
|
|
(In thousands) | |||||||
|
Contractual time period has lapsed but holder’s employment has not terminated
|
$
|
|
$
|
|
||||
|
Contractual time period has not lapsed and holder’s employment has not terminated
|
|
|
||||||
|
Holder’s employment has terminated and contractual time period has expired
|
|
|
||||||
|
Holder’s employment has terminated and contractual time period has not expired
|
|
|
||||||
|
|
$
|
|
$
|
|
||||
During the nine months ended, September 30, 2025, the Company acquired additional interests in
nine
partnerships included in redeemable non-controlling interests - temporary equity. The aggregated purchase price for acquired non-controlling interests – temporary equity
was $
9.0
million. During the year ended, December 31, 2024, the Company acquired additional interests in
fourteen
partnerships included in redeemable non-controlling interests - temporary equity. The aggregated purchase price for acquired redeemable
non-controlling interests – temporary equity was $
8.1
million.
During the nine months ended September 30, 2025, the Company sold interests in
eight
partnerships included in redeemable non-controlling
interests – temporary equity, for an aggregate price of $
2.2
million. During the year ended December 31, 2024, the Company sold interests
in
seven
partnerships for an aggregate price of $
2.0
million.
During the nine months ended September 30, 2025, the Company sold interests in
24
5. Assets Held for Sale
In December 2024, the Company signed a non-binding Letter of Intent to sell an underperforming business unit within the physical therapy operations segment. The
decision to divest was based on performance considerations and strategic realignment.
As of December 31, 2024, the business unit met the criteria for classification as held for sale under ASC 360. A $
2.4
million impairment charge was recorded to write down the business unit’s carrying value to fair value, less estimated costs to sell. The impairment was included in
impairment of assets held for sale on the consolidated statements of net income. The impairment charges primarily related to intangible assets. Assets held for sale were valued at $
0.6
million on December 31, 2024, and have been presented within other current assets in the accompanying balance sheets.
The transaction was completed in February 2025 and the related loss on sale of $
0.1
million was recognized in the consolidated statements of net income for the nine months ended September 30, 2025.
6. Goodwill
The changes in the carrying amount of goodwill consisted of the following:
|
Nine Months Ended
|
Year Ended
|
|||||||
|
September 30, 2025
|
December 31, 2024
|
|||||||
| (In thousands) | ||||||||
|
Beginning balance
|
$
|
|
$
|
|
||||
|
Acquisitions
|
|
|
||||||
|
Adjustments for purchase price allocation of businesses acquired in prior year
|
|
(
|
)
|
|||||
|
Other
|
(
|
) |
(
|
) | ||||
|
Ending balance
|
$
|
|
$
|
|
||||
For the three and nine months ended September 30, 2025, and 2024, no indicators were identified that would require impairment assessments as of such periods.
7. Intangible Assets
The Company’s intangible assets, net, consisted of the following:
|
September 30, 2025
|
December 31, 2024
|
|||||||||||||||||||||||
|
Gross Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
Gross Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
|||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
|
Customer and referral relationships
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Tradenames
|
|
|
|
|
|
|
||||||||||||||||||
|
Non-compete agreements
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||
Tradenames, customer and referral relationships, and non-compete agreements are related to the businesses acquired. The value assigned to tradenames has an indefinite
life and is tested at least annually for impairment using the relief from royalty method in conjunction with the Company’s annual goodwill impairment test. The value assigned to customer and referral relationships is being amortized over their
respective estimated useful lives which range from
8.0
to
16.0
years. Non-compete agreements are amortized over the respective term of the agreements which range from
5.0
to
6.0
years. During the year ended December 31, 2024, the Company
recognized charges of $
2.0
million related to the impairment of assets held for sale. This impairment loss is presented in the impairment
of assets held for sale in the Consolidated Statements of Income.
The
following table details the amount of amortization expense recorded for
intangible assets for the periods presented:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
September 30, 2025
|
September 30, 2024
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Customer and referral relationships
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Non-compete agreements
|
|
|
|
|
||||||||||||
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||
25
Based on the balance of referral relationships and non-compete agreements as of September 30, 2025, the
expected amount to be amortized in the remainder of 2025 and thereafter by year is as follows:
|
For the Year Ending December 31,
|
Customer and Referral
Relationships
|
Non-Compete
Agreements
|
||||||
|
|
(In thousands)
|
|||||||
|
2025
(excluding the nine months ended September 30, 2025)
|
$
|
|
$
|
|
||||
|
2026
|
|
|
||||||
|
2027
|
|
|
||||||
|
2028
|
|
|
||||||
|
2029
|
|
|
||||||
|
Thereafter
|
|
|
||||||
8. Accrued Expenses
Accrued expenses consists of the following for the periods presented.
|
|
September 30, 2025
|
December 31, 2024
|
||||||
|
|
(In thousands)
|
|||||||
|
Salaries and related costs
|
$
|
|
$
|
|
||||
|
Credit balances due to patients and payors
|
|
|
||||||
|
Group health insurance claims
|
|
|
||||||
|
Contingent consideration payable
|
|
|
||||||
|
Closure costs
|
|
|
||||||
|
Professional fees
|
|
|
||||||
|
Other property taxes payable
|
|
|
||||||
|
Interest payable
|
|
|
||||||
|
Federal income taxes payable
|
|
|
||||||
|
Other
|
|
|
||||||
|
Total
|
$
|
|
$
|
|
||||
9. Borrowings
Amounts outstanding under the Company’s Senior Credit Facilities (as defined below) and notes payable
consisted of the following:
|
|
September 30, 2025
|
December 31, 2024
|
||||||||||||||||||||||
|
|
Principal
Amount
|
Unamortized
discount and
debt issuance
cost
|
Net Debt
|
Principal
Amount
|
Unamortized
discount and
debt issuance
cost
|
Net Debt
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||
|
Term Facility
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
Revolving Facility
|
|
|
|
|
|
|
||||||||||||||||||
|
Other
|
|
|
|
|
|
|
||||||||||||||||||
|
Total debt
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Less: Current portion of long-term debt (1)
|
|
(
|
)
|
|
|
(
|
)
|
|
||||||||||||||||
|
Long-term debt, net of current portion
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
||||||||||
|
(1)
|
|
26
Effective December
5, 2013,
the Company entered into an Amended and Restated Credit Agreement with a commitment for a
$
125.0
million
revolving credit facility. This agreement was amended and/or restated in August
2015,
January
2016,
March
2017,
November
2017,
and
January 2021
. On June
17,
2022,
the Company entered into the
Third
Amended and Restated Credit Agreement (the “Credit Agreement”) among Bank of
America, N.A., as administrative agent (“Administrative Agent”) and the lenders from time-to-time party thereto.
The Credit Agreement, which matures on
June 17, 2027
,
provides for loans in an aggregate principal amount of
$
325
million
. Such loans were made available through the following facilities (collectively,
the “Senior Credit Facilities”):
|
|
1)
|
Revolving Facility:
$
|
|
|
2)
|
Term Facility:
$
|
The proceeds of the Revolving Facility shall be used by the Company for working capital and other general corporate purposes of the Company and
its subsidiaries, including to fund future acquisitions and invest in growth opportunities. The proceeds of the Term Facility were used by the Company to refinance the indebtedness outstanding under the Amended Credit Agreement, to pay fees and
expenses incurred in connection with the transactions involving the loan facilities, for working capital and other general corporate purposes of the Company and its subsidiaries.
The Company is permitted to increase the Revolving Facility and/or add
one
or more tranches of term loans in an aggregate amount not to exceed the sum of (i)
$
100
million
plus
(ii) an
unlimited additional amount, provided that (in the case of clause (ii)), after giving effect to such increases, the pro forma Consolidated Leverage Ratio (as defined in the Credit Agreement) would not exceed
2.0
:
1.0,
and the aggregate amount of all incremental increases under
the Revolving Facility does not exceed
$
50,000,000
.
The interest rates per annum applicable to the Senior Credit Facilities (other
than in respect of Swingline Loans) will be Term SOFR (as defined in the Credit Agreement) plus an applicable margin or, at the option of the Company, an alternate base rate plus an applicable margin. Each Swingline Loan shall bear interest at
the base rate plus the applicable margin. The applicable margin for Term SOFR borrowings ranges from
1.50
%
to
2.25
%, and the
applicable margin for alternate base rate borrowings ranges from
0.50
% to
1.25
%
, in each case, based on the Consolidated Leverage Ratio of the Company and its subsidiaries. Interest is payable at the end of the
selected interest period but no less frequently than quarterly and on the date of maturity.
The Company is also required to pay to the Administrative Agent, for the account
of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its outstanding credit exposure under the Revolving Facility (“unused fee”). Such unused fee will range between
0.25
%
and
0.35
%
per annum and is also based on the Consolidated Leverage Ratio of the Company and its subsidiaries. The
Company may prepay and/or repay the revolving loans and the term loans, in whole or in part, at any time without premium or penalty, subject to certain conditions.
The Credit Agreement contains customary covenants limiting, among other things, the incurrence of additional indebtedness, the creation of
liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other payments in respect of equity interests, acquisitions, investments, loans and guarantees, subject, in each case, to customary exceptions,
thresholds and baskets. The Credit Agreement includes certain financial covenants which include the Consolidated Fixed Charge Coverage Ratio and the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement also
contains customary events of default.
27
The Company’s obligations under the Credit Agreement are guaranteed by its wholly
owned material domestic subsidiaries (each, a “Guarantor”), and the obligations of the Company and any Guarantors are secured by a perfected
first
priority security interest in substantially all of the existing and future personal property of the Company and each Guarantor, subject to certain exceptions.
As of September
30,
2025,
$
133.1
million
was outstanding on the Term Facility while $
26.5
million was outstanding under the Revolving Facility
resulting in
$
148.5
million
of credit availability. As of
September
30,
2025,
the Company was in compliance with all of the
covenants contained in the Credit Agreement.
The interest rate on the Company’s Senior Credit Facilities was
5.0
% for the three months ended
September
30,
2025, and
4.7
% for the three months ended
September
30,
2024, with an all-in effective interest rate, including all associated costs, of
5.7
% and
5.4
% over the same periods, respectively. The all-in effective interest rate on the Company’s Senior Credit Facilities
for the nine months ended September 30, 2025
was
5.6
% and
5.4
% for the nine months ended September 30, 2024.
The Company generally enters into various notes payable as a means of financing acquisitions. As of
September 30
, 2025, the Company’s remaining outstanding balance on these notes amounte
d to $
1.4
million, of which less than $
0.1
million is due in 2025, $
0.9
million is due in 2026, and $
0.5
million is due in 2027. Notes are generally payable in equal annual installments of principal over
two years
plus any accrued and
unpaid interest. Interest accrues at various interest rates ranging from
4.5
% to
8.5
% per annum.
10.
Derivative Instruments
The Company is
exposed to certain market risks in the ordinary course of business due to adverse changes in interest rates. The exposure to interest rate risk primarily results from the Company’s variable-rate borrowing. The Company may elect to use
derivative financial instruments to manage risks from fluctuations in interest rates. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates can be volatile and the Company’s risk
management activities do not eliminate these risks.
Interest Rate Swap
In May 2022, the Company entered into an interest rate swap agreement,
effective on June 30, 2022, with Bank of America, N.A, which had a $
150
million notional value, and a maturity date of
June 30, 2027
. Beginning in July 2022, the Company receives
1-month
SOFR, and pays a fixed rate of interest of
2.815
% on
1-month
SOFR. The total interest rate in any period also includes an applicable margin based on the Company’s consolidated leverage ratio. In
connection with the swap, no cash was exchanged between the Company and the counterparty.
The Company designated its interest rate swap as a cash flow hedge and
structured it to be highly effective. Consequently, unrealized gains and losses related to the fair value of the interest rate swap are recorded to accumulated other comprehensive income (loss), net of tax.
The impact of the Company’s derivative instruments on the accompanying
Consolidated Statements of Comprehensive Income is presented in the table below.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
|
September 30, 2025
|
September 30, 2024
|
September 30, 2025
|
September 30, 2024
|
||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Net income
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Other comprehensive (loss) gain:
|
||||||||||||||||
|
Unrealized (loss) gain on cash flow hedge
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Tax effect at statutory rate (federal and state)
|
|
|
|
|
||||||||||||
|
Comprehensive income
|
|
|
|
|
||||||||||||
|
|
||||||||||||||||
|
Comprehensive income attributable to non-controlling interest
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Comprehensive
income attributable to USPH shareholders
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
The valuations of the Company’s interest rate derivatives are measured as
the present value of all expected future cash flows based on SOFR-based yield curves. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparty which is a Level
2 fair value measurement.
28
The carrying and fair value of the Company’s interest rate derivatives (included in other current assets and other assets) were as
follows.
|
September 30,
2025
|
December 31, 2024
|
|||||||
|
|
(In thousands)
|
|||||||
|
Other current assets
|
$
|
|
$
|
|
||||
|
Other assets
|
|
|
||||||
|
$
|
|
$
|
|
|||||
11. Leases
The Company has operating leases for its corporate offices and operating facilities.
The Company determines if an arrangement is a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset
during the lease term and operating lease liabilities represent net present value of the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at commencement date
based on the net present value of the fixed lease payments over the lease term.
The Company’s operating lease terms are generally
five years
or less. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its
incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating fixed lease expense is recognized on a straight-line basis over the lease term.
Variable lease payment amounts that cannot be determined at the commencement of the lease such as
increases in lease payments based on changes in index rates or usage are not included in the right-of-use assets or operating lease liabilities. These are expensed as incurred and recorded as variable lease expense. These variable lease payment
amounts include, but are not limited to, taxes, insurance, utilities, common area maintenance, and other operating costs.
The components of lease expense were as follows.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30
,
2025
|
September 30
,
2024
|
September 30
,
2025
|
September 30
,
2024
|
|||||||||||||
|
(In thousands)
|
||||||||||||||||
|
Operating lease cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Short-term lease cost
|
|
|
|
|
||||||||||||
|
Variable lease cost
|
|
|
|
|
||||||||||||
|
Sublease income
|
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
|
Total lease cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Lease costs are reflected in the consolidated statement of net income in the line item – rent, supplies, contract labor and other.
The supplemental cash flow informa
tion
related to leases was as follows.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
September 30
,
2025
|
|
September 30
,
2024
|
||||||||||||
|
|
(In thousands)
|
|||||||||||||||
|
Cash paid for amounts included in the measurement of operating lease liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
29
The aggregate future lease payments for operating leases as of September 30, 2025,
were as follows.
|
|
Amount
|
|||
| Fiscal Year |
(In thousands)
|
|||
|
2025 (excluding the nine months ended September 30, 2025)
|
$
|
|
||
|
2026
|
|
|||
|
2027
|
|
|||
|
2028
|
|
|||
|
2029 and thereafter
|
|
|||
|
Total lease payments
|
$
|
|
||
|
Less: imputed interest
|
|
|||
|
Total operating lease liabilities
|
$
|
|
||
Average lease terms and discount rates were as follows.
|
September 30, 2025
|
September 30, 2024
|
|||||
|
Weighted-average remaining lease term - Operating leases
|
|
|
||||
|
Weighted-average discount rate - Operating leases
|
|
|
|
|
The Company leases certain properties from Michael G. Mayrsohn (lessor), who is the President of Metro. Mr. Mayrsohn was also elected to the Board of Directors by
the Company’s shareholders as of May 20, 2025. The
two
leases are classified as operating leases that expire on
April 30, 2030
, and
December 31, 2031
.
For the nine months ended September 30, 2025, the Company paid a total of $
0.4
million of lease payments to Mr. Mayrsohn. Metro has
made leasehold improvements valued at $
0.3
million as of September 30, 2025. The total of minimum future rental payments under these
related party lease agreements is $
2.8
million as of September 30, 2025.
12. Segment Information
The Company’s reportable segments include the physical therapy operations segment and the IIP segment. Also included in the physical therapy operations segment are
revenues from management contract services and other services, which include services the Company provides on-site, such as athletic trainers for schools.
Physical Therapy Operations
The physical therapy operations segment primarily operates
through subsidiary clinic partnerships (“Clinic Partnerships”), in which the Company generally owns a
1
% general partnership interest in
all the Clinic Partnerships. The Company’s limited partnership interests generally range from
65
% to
75
% (the range is
25
% -
99
%) in the Clinic Partnerships. The managing therapist of each clinic owns, directly or indirectly, the remaining limited partnership interest in most
of the clinics (hereinafter referred to as “Clinic Partnerships”). Some of the Clinic Partnerships serve as management services organizations which manage and provide staffing and a variety of administrative services to physical therapy provider
entities in which the Company does not have an ownership interest. These Clinic Partnerships similarly are owned collectively by the Company and one or more physical therapists who are involved in the management of the operations. To a lesser
extent, the Company operates some clinics, through wholly-owned subsidiaries (hereinafter referred to as “Wholly-Owned Facilities).
The Company continues to seek to attract for employment
physical therapists who have established relationships with physicians and other referral sources, by offering these therapists a competitive salary and incentives based on the profitability of the clinic that they manage. For multi-site clinic
practices in which a controlling interest is acquired by the Company, the prior owners typically continue on as employees to manage the clinic operations, retain a non-controlling ownership interest in the clinics and receive a competitive salary
for managing the clinic operations. In addition, the Company has developed satellite clinic facilities as part of existing Clinic Partnerships and Wholly-Owned Facilities, with the result that a substantial number of Clinic Partnerships and
Wholly-Owned Facilities operate more than
one
clinic location.
30
Clinic Partnerships
For non-acquired Clinic Partnerships, the earnings and liabilities attributable to the non-controlling interests, typically owned by the managing therapist, directly
or indirectly, are recorded within the balance sheets and income statements as
n
on-c
ontrolling interest—permanent equity
.
For acquired Clinic Partnerships with redeemable non-controlling interests, the earnings attributable to the redeemable non-controlling interests are recorded within the consolidated balance sheets and income
statements as
redeemable non-controlling interest—temporary equity.
Wholly-Owned Facilities
For Wholly-Owned Facilities with profit sharing arrangements, an appropriate accrual is recorded for the amount of profit sharing due to the clinic partners/directors.
The amount is expensed as compensation and included in clinic operating costs—salaries and related costs. The respective liability is included in current liabilities—
accrued expenses
on the consolidated
balance sheets.
Industrial Injury Prevention Services
Services provided in the IIP segment include onsite injury prevention and rehabilitation, performance optimization, post offer employment testing, functional capacity
evaluations, and ergonomic assessments. The majority of these services are contracted with and paid for directly by employers, including a number of Fortune 500 companies. Other clients include large insurers and their contractors. IIP services are
performed through Industrial Sports Medicine Professionals with specialized training related to the musculoskeletal system.
Segment Financials
The Company, including its chief operating decision maker, the Chief Executive Officer, uses gross profit in its budget-to-actual, forecasting,
and other analytical processes to assess segment performance and allocate resources.
31
The Company has provided additional information regarding its reportable segments which contributes to the understanding of the
Company and provides useful information.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||||
|
|
September 30, 2025
|
September 30, 2024
|
September 30, 2025 | September 30, 2024 | ||||||||||||
|
|
(In thousands) | (In thousands) | ||||||||||||||
| Net revenue: | ||||||||||||||||
|
Physical therapy operations
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Industrial injury prevention services
|
|
|
|
|
||||||||||||
|
Total Company
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
|
||||||||||||||||
|
Operating Costs:
|
||||||||||||||||
|
Salaries and related costs:
|
||||||||||||||||
|
Physical therapy operations
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Industrial injury prevention services
|
|
|
|
|
||||||||||||
|
Total salaries and related costs
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Rent supplies, contract labor and other:
|
||||||||||||||||
|
Physical therapy operations
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Industrial injury prevention services
|
|
|
|
|
||||||||||||
|
Total rent, supplies, contract labor and other
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Depreciation and amortization: | ||||||||||||||||
| Physical therapy operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Industrial injury prevention services |
|
|
|
|
||||||||||||
|
Total depreciation and amortization
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Provision for credit losses:
|
||||||||||||||||
|
Physical therapy operations
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Industrial injury prevention services
|
|
|
|
|
||||||||||||
|
Total provision for credit losses
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
(Gain) loss on clinic closures - lease and other:
|
||||||||||||||||
|
Physical therapy operations
|
$ |
(
|
) | $ |
|
$
|
|
$ |
|
|||||||
|
Industrial injury prevention services
|
|
|
|
|
||||||||||||
|
Total clinic closure costs
|
$ |
(
|
) | $ |
|
$
|
|
$ |
|
|||||||
|
Total Company
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
|
||||||||||||||||
|
Gross profit:
|
||||||||||||||||
|
Physical therapy operations
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
Industrial injury prevention services
|
|
|
|
|
||||||||||||
|
Total Company
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Unallocated amounts | ||||||||||||||||
| Corporate office costs | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Interest expense, debt and other |
|
|
|
|
||||||||||||
| Interest income from investments |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| (Gain) loss on change in fair value of contingent earn-out consideration |
(
|
) |
|
(
|
) |
|
||||||||||
| Change in revaluation of put-right liability |
|
(
|
) |
|
|
|||||||||||
| Equity in earnings of unconsolidated affiliate |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||
| Loss on sale of a partnership |
|
|
|
|
||||||||||||
| Other |
|
(
|
) |
(
|
) |
|
(
|
) |
(
|
) | ||||||
| Total unallocated amounts | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Income before taxes | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
|
September 30, 2025
|
December 31, 2024
|
||||||
|
Assets:
|
||||||||
|
Goodwill:
|
||||||||
|
Physical therapy operations
|
$ |
|
$ |
|
||||
|
Industrial injury prevention services
|
|
|
||||||
| Total goodwill |
$
|
|
$
|
|
||||
| All other assets: | ||||||||
| Physical therapy operations |
|
$
|
|
|||||
| Industrial injury prevention services |
|
|
||||||
| Total all other assets |
|
|
||||||
|
Total Assets
|
$ |
|
$ |
|
||||
Amortization of certain intangible assets was reallocated
between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current year presentation.
32
13. Investment in Unconsolidated
Affiliate
Through one of its subsidiaries, the Company has a
49
%
joint venture interest in a company
which provides physical therapy services for patients at hospitals. Since the Company is deemed to not have a controlling interest in the company, the Company’s investment is accounted for using the equity method of accounting. The investment
balance of this joint venture as of September 30, 2025, is $
12.3
million and the earnings amounted to approximately $
0.4
million and $
1.2
million
for the three and nine
months ended September 30, 2025, respectively. Earnings were $
0.2
million and $
0.8
million for
the three and nine months ended September 30, 2024, respectively.
14. Subsequent Events
The Company’s Board of Directors declared a quarterly dividend of $
0.45
per share payable on
December 12, 2025
,
to shareholders of record on
November 17, 2025
.
The following discussion and analysis of U.S. Physical Therapy, Inc. and its subsidiaries (herein referred to as “we,” “us,” “our” or the “Company”) should be read in conjunction
with (i) our historical consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q; and (ii) our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities
and Exchange Commission (the “SEC”) on March 3, 2025 (“2024 Annual Report”).
This discussion includes forward-looking statements that are subject to risk and uncertainties. Actual results may differ substantially from the statements we make in this section
due to a number of factors that are discussed below.
FORWARD-LOOKING STATEMENTS
We make statements in this report that are considered forward-looking statements within the meaning given such term under Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such
as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among such statements may be those relating to new
clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on our current views and assumptions, and actual results could differ materially from those anticipated in such forward-looking statements
as a result of certain risks, uncertainties, and factors, which include, but are not limited to:
| • |
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;
|
| • |
private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;
|
| • |
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;
|
| • |
compliance with state laws and regulations relating to the corporate practice of medicine and fee splitting, and associated fines and penalties for failure to comply ;
|
| • |
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;
|
| • |
certain of our acquisition agreements contain put-rights related to a future purchase of significant equity interests in our subsidiaries or in a separate company;
|
| • |
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;
|
| • |
the ability to control variable interest entities for which we do not have a direct ownership;
|
| • |
business and regulatory conditions, including federal and state regulations;
|
| • |
governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs;
|
| • |
revenue and earnings expectations;
|
| • |
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;
|
| • |
general economic conditions, including but not limited to inflationary and recessionary periods;
|
| • |
actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S or 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;
|
| • |
competitive environment in the industrial injury prevention services business, which could result in the termination or non-renewal of contractual service arrangements and other adverse
financial consequences for that service line;
|
| • |
our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses;
|
| • |
impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interest (minority interests);
|
| • |
maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;
|
| • |
a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health
Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act;
|
| • |
maintaining clients for which we perform management, industrial injury prevention related services, and other services, as a breach or termination of those contractual arrangements by such
clients could cause operating results to be less than expected;
|
| • |
maintaining adequate internal controls;
|
| • |
maintaining necessary insurance coverage;
|
| • |
availability, terms, and use of capital; and
|
| • |
weather and other seasonal factors.
|
Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Please see the other sections of this report
and our other periodic reports filed with the Securities and Exchange Commission (the “SEC”) for more information on these factors. Our forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as
required by law, we are under no obligation to update any forward-looking statement, regardless of the reason the statement may no longer be accurate.
EXECUTIVE SUMMARY
We operate our business through two reportable business segments. Our physical therapy operations consist of physical therapy and occupational therapy clinics, and home-care physical and speech therapy
practices that provide speech therapy, pre- and post-operative care and treatment for a variety of orthopedic-related disorders, sports-related injuries, and rehabilitation of injured workers. Services provided by the industrial injury prevention
services (“IIP”) segment include onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations and ergonomic assessments. The majority
of IIP is contracted with and paid for directly by employers, including a number of Fortune 500 companies. IIP is performed through Industrial Sports Medicine Professionals with specialized training related to the musculoskeletal system.
During the nine months ended September 30, 2025, and for the year ended December 31, 2024, we completed the acquisitions of clinic practices and IIP businesses detailed below:
|
Acquisition
|
Date
|
% Interest
Acquired
|
Number of
Clinics |
|||
|
July 2025 Acquisition
|
July 31, 2025
|
60%
|
3
|
|||
|
April 2025 Acquisition
|
April 30, 2025
|
40%*
|
**
|
|||
|
February 2025 Acquisition
|
February 28, 2025
|
65%
|
3
|
|||
|
November 2024 Acquisition
|
November 30, 2024
|
75%
|
8
|
|||
|
October 2024 Acquisition
|
|
October 31, 2024
|
|
50%
|
|
50
|
|
August 2024 Acquisition
|
|
August 31, 2024
|
|
70%
|
|
8
|
|
April 2024 Acquisition
|
April 30, 2024
|
***
|
****
|
|||
|
March 2024 Acquisition
|
March 29, 2024
|
50%
|
9
|
* On April 30, 2025, the Company acquired an outpatient home care practice that provides speech and occupational therapy through its 50% owned subsidiary MSO Metro LLC. ("Metro"). After the
transaction, the Company's ownership interest is 40%, the local partners have an ownership interest of 40% and the practice's preacquisition owners have a 20% ownership interest.
** Home-care business
*** On April 30, 2024, one of our primary IIP businesses, Briotix Health Limited Partnership, acquired 100% of an IIP business.
**** IIP business
The following table provides a roll forward of our clinic count for the periods presented.
Clinic Count Roll Forward
(1)
|
2025
|
2024
|
|||||||||||||||||||||||
|
Owned
|
Managed
|
Total
|
Owned
|
Managed
|
Total
|
|||||||||||||||||||
|
Number of clinics, beginning of period
|
722
|
39
|
761
|
671
|
43
|
714
|
||||||||||||||||||
|
Q1 additions
|
14
|
-
|
14
|
14
|
-
|
14
|
||||||||||||||||||
|
Q1 closed or sold
|
(7
|
)
|
(2
|
)
|
(9
|
)
|
(6
|
)
|
(2
|
)
|
(8
|
)
|
||||||||||||
|
Number of clinics, end of period
|
729
|
37
|
766
|
679
|
41
|
720
|
||||||||||||||||||
|
Q2 additions
|
6
|
-
|
6
|
7
|
-
|
7
|
||||||||||||||||||
|
Q2 closed or sold
|
(3
|
)
|
(1
|
)
|
(4
|
)
|
(5
|
)
|
-
|
(5
|
)
|
|||||||||||||
|
Number of clinics, end of period
|
732
|
36
|
768
|
681
|
41
|
722
|
||||||||||||||||||
|
Q3 additions
|
16
|
2
|
18
|
12
|
-
|
12
|
||||||||||||||||||
|
Q3 closed or sold
|
(3
|
)
|
(4
|
)
|
(7
|
)
|
(32
|
)
|
(2
|
)
|
(34
|
)
|
||||||||||||
|
Number of clinics, end of period
|
745
|
34
|
779
|
661
|
39
|
700
|
||||||||||||||||||
|
Q4 additions
|
63
|
-
|
63
|
|||||||||||||||||||||
|
Q4 closed or sold
|
(2
|
)
|
-
|
(2
|
)
|
|||||||||||||||||||
|
Number of clinics, end of period
|
722
|
39
|
761
|
|||||||||||||||||||||
|
Year-to-date 2025 and full-year 2024 additions
|
36
|
2
|
38
|
96
|
-
|
96
|
||||||||||||||||||
|
Year-to-date 2025 and full-year 2024 sold or closed
|
(13
|
)
|
(7
|
)
|
(20
|
)
|
(45
|
)
|
(4
|
)
|
(49
|
)
|
||||||||||||
(1) Excludes the home care business
Our strategy is to continue acquiring multi-clinic outpatient physical therapy practices and home-care physical and speech therapy practices, to develop outpatient physical therapy clinics as satellites in existing
partnerships, and to continue acquiring companies that provide industrial injury prevention services.
On July 31, 2025, we acquired a 60% equity interest in a three-clinic practice with the original practice owners retaining a 40% equity interest.
Our Board of Directors declared a quarterly dividend of $0.45 per share payable on December 12, 2025, to shareholders of record on November 17, 2025.
Our Company’s Board of Directors approved a share repurchase program effective August 5, 2025. The program authorizes the repurchase by the Company of up to $25.0 million of its outstanding
shares of common stock over the period ending on December 31, 2026. Under the share repurchase program, shares may be repurchased from time to time in the open market or negotiated transactions at prevailing market rates, or by other means in
accordance with federal securities laws. The timing and amount of share repurchases under the share repurchase program, if any, will depend on several factors, including the Company's stock price performance, ongoing capital allocation priorities and
general market conditions. During the three and nine months ended September 30, 2025, no shares were repurchased as part of this program.
Regulatory Changes
The following is a discussion of some of the significant healthcare regulatory changes that have affected our financial performance in the periods covered by this report or are likely to affect our
financial performance and financial condition in the future. The information below should be read in conjunction with the more detailed discussion of regulations contained in our 2024 Annual Report.
Medicare Reimbursement
The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”). Outpatient rehabilitation providers may enroll in Medicare as institutional
outpatient rehabilitation facilities (i.e., rehab agencies) or individual physical or occupational therapists in private practice. The majority of our clinicians are enrolled as individual physical or occupational therapists in private practice while
the remaining balance of providers are reimbursed through enrolled rehab agencies.
For calendar years 2021, 2022 and 2023, Centers for Medicare and Medicaid Services (“CMS”) expected decreases in Medicare reimbursement were partially offset by one-time increases in payments as a
result of other legislation passed by Congress, resulting in decreases of approximately 3.5%, 0.75% and 2.0% in each of these years, respectively. For January 1 through March 8 of 2024, CMS’s final rule resulted in an approximate 3.5% decrease in
Medicare payments for the therapy specialty. However, effective as of March 9, 2024, pursuant to the Consolidated Appropriations Act, 2024, Congress minimized the reduction in Medicare payments for therapy services for the balance of 2024, resulting
in an approximate 1.8% reduction in Medicare payments for therapy services (rather than the 3.5% decrease). The MPFS for 2025 decreased Medicare reimbursement for therapy services by approximately 2.9% as compared to the reimbursement rates in effect
for most of 2024. For 2026, the proposed MPFS is expected to increase Medicare reimbursement for therapy services by approximately 1.5% as compared to the reimbursement rates for 2025.
In the final 2020 MPFS rule, CMS clarified that when the physical therapist is involved for the entire duration of the service and the physical therapist assistant (“PTA”) provides skilled therapy
alongside the physical therapist, an identification of the PTA’s participation (as denoted by a “CQ modifier”) is not required. Also, when the same service (code) is furnished separately by the physical therapist and PTA, CMS applies the de minimis
standard to each 15-minute unit of codes, not on the total physical therapist and PTA time of the service. For dates of service since January 1, 2022, CMS pays for physical therapy and occupational therapy services provided by PTAs and occupational
therapist assistants (“OTAs”) at 85% of the otherwise applicable Part B payment amount. CMS allows a timed service to be billed without a CQ (for PTA’s) or CO (for OTA’s) modifier when a PTA or OTA participates in providing care, but the physical
therapist or occupational therapist meets the Medicare billing requirements without including the PTA’s or OTA’s minutes. This occurs when the physical therapist or occupational therapist provides more minutes than the 15-minute midpoint.
RESULTS OF OPERATIONS
Glossary of terms
The defined terms, with their respective descriptions, used in the following discussions are listed below.
| • |
Mature clinics
are clinics
(physical clinic locations and home-care business units)
opened or
acquired prior to January 1, 2024, and are still operating as of the balance sheet date.
|
| • |
Net rate per patient visit
is net patient revenue related to our physical therapy operations divided by total number of patient visits (defined below) during the
periods presented.
|
| • |
Patient visits
is the number of unique patient visits during the periods presented for both physical clinic locations and home-care.
|
| • |
Average daily visits per clinic per day
is patient visits (excluding home-care visits) divided by the number of days in which normal
business operations were conducted during the periods presented and further divided by the average number of clinics in operation during the periods presented.
|
| • |
2025 Third Quarter
refers to the three months ended September 30, 2025.
|
| • |
2024 Third Quarter
refers to the three months ended September 30, 2024.
|
| • |
2025 Nine Months
refers to the nine months ended September 30, 2025.
|
| • |
2024 Nine Months
refers to the nine months ended September 30, 2024.
|
Our net income attributable to our shareholders (“USPH Net Income”) was $13.1 million for the 2025 Third Quarter compared to $6.6 million in the 2024 Third Quarter. In accordance with Generally Accepted
Accounting Principles (“GAAP”), the revaluation of redeemable noncontrolling interest, net of taxes, is not included in USPH Net Income but is charged directly to retained earnings. However, this change is included in the computation of earnings per
share. Earnings per share was $0.48 and $0.39 in 2025 Third Quarter and 2024 Third Quarter, respectively.
USPH Net Income was $35.4 million for the 2025 Nine Months as compared to $22.2 million for the 2024 Nine Months while earnings per share was $1.85 for the 2025 Nine Months compared to $1.32 for the 2024 Nine Months.
The following table provides a calculation of earnings per share.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
September 30, 2025
|
September 30, 2024
|
|||||||||||||
|
Earnings per Share
|
(In thousands, except per share data)
|
(In thousands, except per share data)
|
||||||||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,138
|
$
|
6,628
|
$
|
35,430
|
$
|
22,180
|
||||||||
|
Charges to retained earnings:
|
||||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
(7,918
|
)
|
(1,097
|
)
|
(9,821
|
)
|
(3,158
|
)
|
||||||||
|
Tax effect at statutory rate (federal and state)
|
2,023
|
280
|
2,509
|
807
|
||||||||||||
|
$
|
7,243
|
$
|
5,811
|
$
|
28,118
|
$
|
19,829
|
|||||||||
|
Earnings per share (basic and diluted)
|
$
|
0.48
|
$
|
0.39
|
$
|
1.85
|
$
|
1.32
|
||||||||
|
Shares used in computation:
|
||||||||||||||||
|
Basic and diluted earnings per share - weighted-average shares
|
15,204
|
15,077
|
15,178
|
15,055
|
||||||||||||
Non-GAAP Measures
The following tables provide details of the basic and diluted earnings per share computation and reconcile net income attributable to our shareholders calculated in accordance with GAAP to Adjusted
EBITDA and Operating Results. The tables also provide a reconciliation of additional non-GAAP measures to the most comparable GAAP measure. We believe providing Adjusted EBITDA and Operating Results to investors is useful for comparing our
period-to-period results as well as for comparing them with other similar businesses since most do not have redeemable instruments and therefore have different equity structures. We use Adjusted EBITDA and Operating Results, which eliminate certain
items described above that can be subject to volatility and unusual costs, as the principal measures to evaluate and monitor financial performance period over period.
Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of
contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, business acquisition related costs, costs related to a one-time financial systems upgrade, loss on sale
of a partnership and other income and related portions for non-controlling interests.
Operating Results, a non-GAAP measure, equals net income attributable to our shareholders less, changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership,
changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial systems upgrade and any allocations to non-controlling interests, all net of taxes. Operating Results per share also
excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.
Adjusted EBITDA and Operating Results are not measures of financial performance under GAAP. Adjusted EBITDA, Operating Results and other non-GAAP measures should not be considered in isolation or as an
alternative to, or substitute for, net income attributable to our shareholders presented in the consolidated financial statements.
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
September 30, 2025
|
September 30, 2024
|
|||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||
|
Adjusted EBITDA (a non-GAAP measure)
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,138
|
$
|
6,628
|
$
|
35,430
|
$
|
22,180
|
||||||||
|
Adjustments:
|
||||||||||||||||
|
Provision for income taxes
|
5,233
|
2,559
|
14,026
|
8,781
|
||||||||||||
|
Depreciation and amortization
|
5,832
|
4,387
|
17,756
|
12,996
|
||||||||||||
|
Interest expense, debt and other, net
|
2,408
|
2,018
|
7,109
|
5,966
|
||||||||||||
|
Equity-based awards compensation expense
|
2,263
|
1,921
|
6,151
|
5,837
|
||||||||||||
|
Interest income from investments
|
(33
|
)
|
(1,018
|
)
|
(85
|
)
|
(3,635
|
)
|
||||||||
|
Change in revaluation of put-right liability
|
663
|
(168
|
)
|
1,406
|
136
|
|||||||||||
|
(Gain) loss on change in fair value of contingent earn-out consideration
|
(5,872
|
)
|
1,899
|
(11,484
|
)
|
5,332
|
||||||||||
|
Clinic closure costs
(1)
|
(42
|
)
|
3,432
|
269
|
4,109
|
|||||||||||
|
Business acquisition related costs
(2)
|
70
|
314
|
870
|
314
|
||||||||||||
|
ERP implementation costs
(3)
|
664
|
-
|
885
|
-
|
||||||||||||
|
Loss on sale of a partnership
|
-
|
-
|
123
|
-
|
||||||||||||
|
Other income
|
(222
|
)
|
(90
|
)
|
(344
|
)
|
(261
|
)
|
||||||||
|
Allocation to non-controlling interests
|
(247
|
)
|
(811
|
)
|
(1,856
|
)
|
(1,789
|
)
|
||||||||
|
$
|
23,855
|
$
|
21,071
|
$
|
70,256
|
$
|
59,966
|
|||||||||
|
Operating Results (a non-GAAP measure)
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,138
|
$
|
6,628
|
$
|
35,430
|
$
|
22,180
|
||||||||
|
Adjustments:
|
||||||||||||||||
|
(Gain) loss on change in fair value of contingent earn-out consideration
|
(5,872
|
)
|
1,899
|
(11,484
|
)
|
5,332
|
||||||||||
|
Change in revaluation of put-right liability
|
663
|
(168
|
)
|
1,406
|
136
|
|||||||||||
|
Clinic closure costs
(1)
|
(42
|
)
|
3,432
|
269
|
4,109
|
|||||||||||
|
Business acquisition related costs
(2)
|
70
|
314
|
870
|
314
|
||||||||||||
|
ERP implementation costs
(3)
|
664
|
-
|
885
|
-
|
||||||||||||
|
Loss on sale of a partnership
|
-
|
-
|
123
|
-
|
||||||||||||
|
Allocation to non-controlling interests
|
397
|
(429
|
)
|
279
|
(513
|
)
|
||||||||||
|
Tax effect at statutory rate (federal and state)
|
1,053
|
(1,290
|
)
|
1,955
|
(2,396
|
)
|
||||||||||
|
|
$
|
10,071
|
$
|
10,386
|
$
|
29,733
|
$
|
29,162
|
||||||||
|
|
||||||||||||||||
|
Operating Results per share (a non-GAAP measure)
|
$
|
0.66
|
$
|
0.69
|
$
|
1.96
|
$
|
1.94
|
||||||||
| 1) |
Costs associated with the closure of 13 owned clinics during the 2025 Nine Months and 43 owned clinics in the 2024 Nine Months. See Clinic Count Roll Forward on page 36 for additional
information.
|
| 2) |
Primarily consists of retention bonuses and legal and consulting expenses related to the acquisition of equity interests in certain partnerships.
|
| 3) |
Consists of costs related to a one-time financial and human resources systems upgrade.
|
A reconciliation of additional non-GAAP measures to the most comparable GAAP measures are presented in the tables below.
|
Three Months Ended
|
Three Months Ended
|
|||||||||||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
|||||||||||||||||||||||
|
Reported
(GAAP) |
Adjustments
(1)
|
Adjusted
(Non-GAAP) |
Reported
(GAAP) |
Adjustments
(1)
|
Adjusted
(Non-GAAP) |
|||||||||||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||||||
|
Segment information - Physical Therapy Operations
|
||||||||||||||||||||||||
|
Salaries and related costs
(2)
|
$
|
96,470
|
$
|
8
|
$
|
96,478
|
$
|
82,281
|
$
|
-
|
$
|
82,281
|
||||||||||||
|
Operating costs
(2)(3)
|
$
|
134,979
|
$
|
50
|
$
|
135,029
|
$
|
116,698
|
$
|
(3,432
|
)
|
$
|
113,266
|
|||||||||||
|
Gross profit
|
$
|
31,193
|
$
|
(50
|
)
|
$
|
31,143
|
$
|
23,999
|
$
|
3,432
|
$
|
27,431
|
|||||||||||
|
Gross profit margin
|
18.6
|
%
|
*
|
18.6
|
%
|
16.8
|
%
|
*
|
19.2
|
%
|
||||||||||||||
|
Number of visits
|
1,554,207
|
1,554,207
|
1,317,051
|
1,317,051
|
||||||||||||||||||||
|
Salaries and related costs per visit
(2)
|
$
|
62.07
|
*
|
$
|
62.07
|
$
|
62.47
|
$
|
-
|
$
|
62.47
|
|||||||||||||
|
Operating costs per visit
(2)(3)
|
$
|
86.85
|
$
|
0.03
|
$
|
86.88
|
$
|
88.61
|
$
|
(2.61
|
)
|
$
|
86.00
|
|||||||||||
|
Nine Months Ended
|
Nine Months Ended
|
|||||||||||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
|||||||||||||||||||||||
|
Reported
(GAAP) |
Adjustments
(1)
|
Adjusted
(Non-GAAP) |
Reported
(GAAP) |
Adjustments
(1)
|
Adjusted
(Non-GAAP) |
|||||||||||||||||||
|
(in thousands, except percentages)
|
||||||||||||||||||||||||
|
Segment information - Physical Therapy Operations
|
||||||||||||||||||||||||
|
Salaries and related costs
(2)
|
$
|
282,146
|
$
|
(286
|
)
|
$
|
281,860
|
$
|
239,829
|
$
|
-
|
$
|
239,829
|
|||||||||||
|
Operating costs
(2)(3)
|
$
|
394,060
|
$
|
(555
|
)
|
$
|
393,505
|
$
|
336,917
|
$
|
(4,109
|
)
|
$
|
332,808
|
||||||||||
|
Gross profit
|
$
|
92,877
|
$
|
555
|
$
|
93,432
|
$
|
77,830
|
$
|
4,109
|
$
|
81,939
|
||||||||||||
|
Gross profit margin
|
18.8
|
%
|
*
|
19.0
|
%
|
18.5
|
%
|
*
|
19.5
|
%
|
||||||||||||||
|
Number of visits
|
4,556,768
|
4,556,768
|
3,920,388
|
3,920,388
|
||||||||||||||||||||
|
Salaries and related costs per visit
(2)
|
$
|
61.92
|
$
|
(0.06
|
)
|
$
|
61.86
|
$
|
61.17
|
$
|
-
|
$
|
61.17
|
|||||||||||
|
Operating costs per visit
(2)(3)
|
$
|
86.48
|
$
|
(0.12
|
)
|
$
|
86.36
|
$
|
85.94
|
$
|
(1.05
|
)
|
$
|
84.89
|
||||||||||
(1) Certain incentive costs related to the Metro acquisition and gains or losses related to clinic closures, as applicable.
(2) Excludes costs related to management contracts.
(3) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior
year amounts were reallocated to conform with current presentation.
* Not meaningful
Supplemental Financial and Performance Metrics
|
Net Rate Per Patient Visit
(1)
|
Patient Visits
(1)
|
Average Visits Per
Clinic Per Day
(2)
|
||||||||||||||||||||||
|
2025
|
2024
|
2025
|
2024
|
2025
|
2024
|
|||||||||||||||||||
|
|
||||||||||||||||||||||||
|
First quarter
|
$
|
105.66
|
$
|
103.37
|
1,443,805
|
1,268,002
|
31.2
|
29.5
|
||||||||||||||||
|
Second quarter
|
$
|
105.33
|
$
|
105.05
|
1,558,756
|
1,335,335
|
32.7
|
30.6
|
||||||||||||||||
|
Third quarter
|
$
|
105.54
|
$
|
105.65
|
1,554,207
|
1,317,051
|
32.2
|
30.1
|
||||||||||||||||
|
Fourth quarter
|
|
|
$
|
104.73
|
|
1,432,801
|
|
31.6
|
||||||||||||||||
|
Year
|
|
|
$
|
104.71
|
4,556,768
|
5,353,189
|
|
30.4
|
||||||||||||||||
|
(1)
|
See definition of the metrics above in the Glossary of Terms – Revenue Metrics on pages 37 and 38.
|
|
(2)
|
Excludes home-care visits.
|
2025 Third Quarter versus 2024 Third Quarter
|
Three Months Ended
|
|
|||||||||||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
Variance
|
||||||||||||||||||||||
|
Amount
|
As a % of Net
Revenue
|
Amount
|
As a % of
Net Revenue
|
Amount
|
%
|
|||||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
|
Net patient revenue
|
$
|
164,024
|
83.2
|
%
|
$
|
139,146
|
82.8
|
%
|
$
|
24,878
|
17.9
|
%
|
||||||||||||
|
Other revenue
|
33,108
|
16.8
|
%
|
28,887
|
17.2
|
%
|
4,221
|
14.6
|
%
|
|||||||||||||||
|
Net revenue
|
197,132
|
100.0
|
%
|
168,033
|
100.0
|
%
|
29,099
|
17.3
|
%
|
|||||||||||||||
|
Operating Cost:
|
||||||||||||||||||||||||
|
Salaries and related costs
|
116,619
|
59.2
|
%
|
99,835
|
59.4
|
%
|
16,784
|
16.8
|
%
|
|||||||||||||||
|
Rent, supplies, contract labor and other
|
36,115
|
18.3
|
%
|
29,756
|
17.7
|
%
|
6,359
|
21.4
|
%
|
|||||||||||||||
|
Depreciation and amortization
|
5,495
|
2.8
|
%
|
4,158
|
2.5
|
%
|
1,337
|
32.2
|
%
|
|||||||||||||||
|
Provision for credit losses
|
2,073
|
1.1
|
%
|
1,721
|
1.0
|
%
|
352
|
20.5
|
%
|
|||||||||||||||
|
(Gain) loss on clinic closures - lease and other
|
(42
|
)
|
0.0
|
%
|
3,432
|
2.0
|
%
|
(3,474
|
)
|
*
|
||||||||||||||
|
Total operating cost
|
160,260
|
81.3
|
%
|
138,902
|
82.7
|
%
|
21,358
|
15.4
|
%
|
|||||||||||||||
|
Gross Profit
|
36,872
|
18.7
|
%
|
29,131
|
17.3
|
%
|
7,741
|
26.6
|
%
|
|||||||||||||||
|
Corporate office costs
|
17,414
|
8.8
|
%
|
14,385
|
8.6
|
%
|
3,029
|
21.1
|
%
|
|||||||||||||||
|
(Gain) loss on change in fair value of contingent earn-out consideration
|
(5,872
|
)
|
(3.0
|
)%
|
1,899
|
1.1
|
%
|
(7,771
|
)
|
(409.2
|
)%
|
|||||||||||||
|
Operating Income
|
25,330
|
12.8
|
%
|
12,847
|
7.6
|
%
|
12,483
|
97.2
|
%
|
|||||||||||||||
|
Other (expense) income:
|
||||||||||||||||||||||||
|
Interest expense, debt and other
|
(2,408
|
)
|
(1.2
|
)%
|
(2,018
|
)
|
(1.2
|
)%
|
(390
|
)
|
19.3
|
%
|
||||||||||||
|
Interest income from investments
|
33
|
0.0
|
%
|
1,018
|
0.6
|
%
|
(985
|
)
|
(96.8
|
)%
|
||||||||||||||
|
Change in revaluation of put-right liability
|
(663
|
)
|
(0.3
|
)%
|
168
|
0.1
|
%
|
(831
|
)
|
(494.6
|
)%
|
|||||||||||||
|
Equity in earnings of unconsolidated affiliate
|
361
|
0.2
|
%
|
231
|
0.1
|
%
|
130
|
56.3
|
%
|
|||||||||||||||
|
Other
|
222
|
0.1
|
%
|
90
|
0.1
|
%
|
132
|
146.7
|
%
|
|||||||||||||||
|
Total other (expense)
|
(2,455
|
)
|
(1.2
|
)%
|
(511
|
)
|
(0.3
|
)%
|
(1,944
|
)
|
380.4
|
%
|
||||||||||||
|
Income before taxes
|
22,875
|
11.6
|
%
|
12,336
|
7.3
|
%
|
10,539
|
85.4
|
%
|
|||||||||||||||
|
Provision for income taxes
|
5,233
|
2.7
|
%
|
2,559
|
1.5
|
%
|
2,674
|
104.5
|
%
|
|||||||||||||||
|
Net income
|
17,642
|
8.9
|
%
|
9,777
|
5.8
|
%
|
7,865
|
80.4
|
%
|
|||||||||||||||
|
Less: Net income attributable to non-controlling interest:
|
||||||||||||||||||||||||
|
Redeemable non-controlling interest - temporary equity
|
(3,790
|
)
|
(1.9
|
)%
|
(1,998
|
)
|
(1.2
|
)%
|
(1,792
|
)
|
89.7
|
%
|
||||||||||||
|
Non-controlling interest - permanent equity
|
(714
|
)
|
(0.4
|
)%
|
(1,151
|
)
|
(0.7
|
)%
|
437
|
(38.0
|
)%
|
|||||||||||||
|
(4,504
|
)
|
(2.3
|
)%
|
(3,149
|
)
|
(1.9
|
)%
|
(1,355
|
)
|
43.0
|
%
|
|||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
13,138
|
6.7
|
%
|
$
|
6,628
|
3.9
|
%
|
$
|
6,510
|
98.2
|
%
|
||||||||||||
* Not meaningful
Total net revenue for the 2025 Third Quarter increased $29.1 million, or 17.3%, to $197.1 million from $168.0 million for the 2024 Third Quarter while operating costs increased $21.4 million, or 15.4%,
to $160.3 million from $138.9 million over the same periods, respectively. This increase was due to the increase in visits from the 84 net owned clinics added since the comparable prior year period.
Gross profit increased $7.7 million or 26.6%, to $36.9 million in the 2025 Third Quarter, compared to $29.1 million, for the 2024 Third Quarter.
Adjusted EBITDA, a non- GAAP measure, was $23.9 million for the 2025 Third Quarter, an increase of $2.8 million, or 13.2%, from $21.1 million for the 2024 Third Quarter primarily driven by clinic
additions.
Operating Results, a non-GAAP measure, was $10.1 million for the 2025 Third Quarter compared to $10.4 million for the 2024 Third Quarter. On a per share basis, Operating Results was $0.66 for the 2025
Third Quarter compared to $0.69 for the 2024 Third Quarter.
Physical Therapy Operations
|
Three Months Ended
|
Variance
|
||||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
$
|
|
%
|
|||||||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||
|
Revenue related to:
|
|||||||||||||||||
|
Mature Clinics
(1)
|
$
|
131,831
|
$
|
131,532
|
$
|
299
|
0.2
|
%
|
|||||||||
|
Clinic additions
(2)
|
32,051
|
4,535
|
27,516
|
*
|
(9)
|
||||||||||||
|
Clinics sold or closed
(3)
|
142
|
3,079
|
(2,937
|
)
|
*
|
(9)
|
|||||||||||
|
Net Patient Revenue
|
164,024
|
139,146
|
24,878
|
17.9
|
%
|
||||||||||||
|
Other
(4)
|
4,086
|
3,568
|
518
|
14.5
|
%
|
||||||||||||
|
Total
|
168,110
|
142,714
|
25,396
|
17.8
|
%
|
||||||||||||
|
Operating costs
(5)(7)
|
136,917
|
118,715
|
18,202
|
15.3
|
%
|
||||||||||||
|
Gross profit
|
$
|
31,193
|
$
|
23,999
|
$
|
7,194
|
30.0
|
%
|
|||||||||
|
Financial and operating metrics (not in thousands):
|
|||||||||||||||||
|
Net rate per patient visit
(1)
|
$
|
105.54
|
$
|
105.65
|
$
|
(0.11
|
)
|
(0.1
|
)%
|
||||||||
|
Patient visits
(1)
|
1,554,207
|
1,317,051
|
237,156
|
18.0
|
%
|
||||||||||||
|
Average daily visits per clinic
(1)
|
32.2
|
30.1
|
2.1
|
7.0
|
%
|
||||||||||||
|
Adjusted gross profit margin
(4)(5)(6)
|
18.6
|
%
|
19.2
|
%
|
|||||||||||||
|
Salaries and related costs per visit
(6)(8)
|
$
|
62.07
|
$
|
62.47
|
$
|
(0.40
|
)
|
(0.6
|
)%
|
||||||||
|
Operating costs per visit
(6)(7)(8)
|
$
|
86.88
|
$
|
86.00
|
$
|
0.88
|
1.0
|
%
|
|||||||||
(1) See Glossary of Terms - Revenue Metrics for definitions.
(2) Includes 36 owned clinics added during the nine months ended September 30, 2025, and 96 owned clinics added during the year ended December 31,
2024. See Clinic Count Roll Forward on page 36 for additional information.
(3) Includes 13 owned clinics closed during the nine months ended September 30, 2025 and 45 owned clinics closed during the year ended December 31,
2024. See Clinic Count Roll Forward on page 36 for additional information.
(4) Includes revenues from management contracts.
(5) Includes costs from management contracts.
(6) Excludes $0.1 million of certain incentive costs related to the Metro acquisition and gains or losses related to clinic closures, as applicable. See
the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.
(7) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were
reallocated to conform with current presentation.
(8) Per visit costs exclude management contract costs.
(9) Not meaningful.
Revenues
Net revenue from physical therapy operations increased $25.4 million, or 17.8%, to $168.1 million for the 2025 Third Quarter from $142.7 million for the 2024 Second Quarter. This growth was due to the increase in
visits from the 84 net owned clinics added since the comparable prior year period. Net rate per patient visit for the 2025 Third Quarter was $105.54 compared to $105.65 for the 2024 Third Quarter.
Total patient visits were 1,554,207, which includes 30,137 home-care visits, for the 2025 Third Quarter, an 18.0% increase from the 2024 Third Quarter. Average daily patient visits per clinic, which does not include
home-care visits, was 32.2 for the 2025 Third Quarter, a record-high volume per clinic for a third quarter, compared to 30.1 for the 2024 Third Quarter.
Other revenues increased approximately $0.5 million, or 14.5%, to $4.1 million for the 2025 Third Quarter from $3.6 million for the 2024 Third Quarter.
Operating costs
Operating costs from physical therapy operations increased $18.2 million, or 15.3%, to $136.9 million for the 2025 Third Quarter from $118.7 million for the 2024
Third Quarter primarily driven by the 84 net owned clinics added since the comparable prior year period. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, total
operating costs per visit was $86.88 in the 2025 Third Quarter compared to $86.00 in the comparable prior year period. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.
Salaries and related costs, clinics (excluding management contracts) increased to $96.5 million in the 2025 Third Quarter from $82.3 million in the 2024 Third Quarter, an increase of $14.2 million, or
17.2% mostly due to the net clinics added since the comparable prior year period. Excluding certain incentive costs related to the Metro acquisition salaries and related costs per visit decreased to $62.07 for the 2025 Third Quarter from $62.47 for
the 2024 Third Quarter. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.
Rent, supplies, contract labor and other costs, related to clinics (excluding management contracts) increased to $31.8 million in the 2025 Third Quarter from $29.3 million in the 2024 Third Quarter, an
increase of $2.5 million, or 8.4% mostly due to clinic additions.
Depreciation and amortization related to physical therapy operations increased to $4.6 million in the 2025 Third Quarter from $3.4 million in the 2024 Third Quarter, an increase of $1.3 million, or
39.0%, primarily due to the larger number of clinics in the 2025 Third Quarter compared to the 2024 Third Quarter.
The provision for credit losses was $2.0 million for the 2025 Third Quarter and $1.7 million for the 2024 Third Quarter. As a percentage of net revenues, the provision for credit losses was 1.2% over
the same periods.
Gross Profit
Gross profit from physical therapy operations increased $7.2 million or 30.0% to $31.2 million, or 18.6% as a percent of net revenues, for the 2025 Third Quarter as
compared to $24.0 million, or 16.8% as a percent of net revenues, for the 2024 Third Quarter. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, the adjusted gross
profit margin (a non-GAAP measure) increased $3.7 million or 13.5% to $31.1 million, or 18.6% as a percent of net revenues, for the 2025 Third Quarter compared to $27.4 million, or 19.2% as a percent of net revenues, for the 2024 third Quarter. See
the reconciliation of non-GAAP measures to the more directly comparable GAAP measure provided on page 40 for more information.
Industrial Injury Prevention Services
|
Three Months Ended
|
Variance
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
$ |
|
%
|
||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
|
Net revenue
|
$
|
29,022
|
$
|
25,319
|
$
|
3,703
|
14.6
|
%
|
||||||||
|
Operating costs
(1)
|
23,343
|
20,187
|
3,156
|
15.6
|
%
|
|||||||||||
|
Gross profit
|
$
|
5,679
|
$
|
5,132
|
$
|
547
|
10.7
|
%
|
||||||||
|
Gross profit margin
|
19.6
|
%
|
20.3
|
%
|
||||||||||||
(1) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.
IIP revenue increased $3.7 million, or 14.6%, to $29.0 million for the 2025 Third Quarter as compared to $25.3 million for the 2024 Third Quarter.
Gross profit from IIP operations for the
2025 Third Quarter increased $0.5 million, or 10.7%, to $5.7 million from $5.1 million for the 2024 Third Quarter. Gross profit margin from IIP operations was 19.6% for the 2025 Third Quarter compared to 20.3% for the 2024 Third Quarter.
Corporate Office Costs
Corporate office costs increased to $17.4 million for the 2025 Third Quarter from $14.4 million for the 2024 Third Quarter, primarily to support the larger number of
clinics, as well as costs associated with acquisition integration and the implementation of a new financial and human resources system. Implementation costs associated with the new financial and human resources system are expected to continue
through the end of 2026. As a percentage of net revenue, corporate office costs was 8.8% for the 2025 Third Quarter compared to 8.6% for the 2024 Third Quarter. Excluding the acquisition integration costs and the costs associated with the
implementation of the new financial and human resources system of $0.7 million, corporate office costs was 8.5% of net revenue for the 2025 Third Quarter.
Change in fair value of contingent earn-out consideration
We revalued contingent consideration related to certain acquisitions and recognized a net gain (a decrease in the related liabilities) of $5.9 million for the 2025 Third Quarter compared to a net loss (an increase in
the related liabilities) of $1.9 million for the 2024 Third Quarter.
Operating Income
Operating income was $25.3 million for the 2025 Third Quarter compared to $12.8 million for the 2024 Third Quarter. Excluding the impact of change in value of contingent consideration as
discussed above, operating income increased to $19.5 million for the 2025 Third Quarter from $14.7 million in the 2024 Third Quarter.
Other (Expenses) Income
Interest Expense, Debt and Other
Interest expense increased by $0.4 million to $2.4 million for the 2025 Third Quarter compared to $2.0 million for the 2024 Third Quarter due to a higher average outstanding balance on our
revolving credit facility for the 2025 Third Quarter.
The
interest rate associated with borrowings on our credit facilities was 5.0% for the 2025 Third Quarter and 4.7% for the 2024 Third Quarter, with an
all-in-effective interest rate (including all associated costs), of 5.7% and 5.4% over the same periods, respectively.
Interest income from investment
Interest income was less than $0.1 million during the 2025 Third Quarter compared to $1.0 million for the 2024 Third Quarter as the excess cash on the balance sheet at the end of the 2024 Third Quarter
has since been deployed to fund acquisitions.
Change in revaluation of put-right liability
We revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash expense (an increase in the related liability) of $0.7 million for the
2025 Third Quarter compared to
net non-cash gain (a decrease in the related liability) of $0.2 million for the 2024 Third Quarter
.
Provision for Income Taxes
The provision for income taxes was $5.2 million for the 2025 Third Quarter compared to $2.6 million during the 2024 Third Quarter while the effective tax rate was 28.5% and 27.9% over the same periods,
respectively.
|
Three Months Ended
|
||||||||
|
September 30, 2025
|
September 30, 2024
|
|||||||
|
(In thousands, except percentages)
|
||||||||
|
Income before taxes
|
$
|
22,875
|
$
|
12,336
|
||||
|
Less: Net income attributable to non-controlling interest:
|
||||||||
|
Redeemable non-controlling interest - temporary equity
|
(3,790
|
)
|
(1,998
|
)
|
||||
|
Non-controlling interest - permanent equity
|
(714
|
)
|
(1,151
|
)
|
||||
|
$
|
(4,504
|
)
|
$
|
(3,149
|
)
|
|||
|
|
|
|
|
|||||
|
Income before taxes less net income attributable to non-controlling interest
|
$
|
18,371
|
$
|
9,187
|
||||
|
Provision for income taxes
|
$
|
5,233
|
$
|
2,559
|
||||
|
Effective income tax rate
|
28.5
|
%
|
27.9
|
%
|
||||
Net Income Attributable to Non-controlling Interest
Net income attributable to non-controlling interest (temporary and permanent) was $4.5 million for the 2025 Third Quarter compared to $3.1 million for the 2024 Third Quarter.
2025 Nine Months versus 2024 Nine Months
|
Nine Months Ended
|
||||||||||||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
Variance
|
||||||||||||||||||||||
|
Amount
|
As a % of
Net Revenue
|
Amount
|
As a % of
Net Revenue
|
Amount
|
%
|
|||||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
|
Net patient revenue
|
$
|
480,754
|
83.1
|
%
|
$
|
410,492
|
83.6
|
%
|
$
|
70,262
|
17.1
|
%
|
||||||||||||
|
Other revenue
|
97,510
|
16.9
|
%
|
80,406
|
16.4
|
%
|
17,104
|
21.3
|
%
|
|||||||||||||||
|
Net revenue
|
578,264
|
100.0
|
%
|
490,898
|
100.0
|
%
|
87,366
|
17.8
|
%
|
|||||||||||||||
|
Operating Cost:
|
||||||||||||||||||||||||
|
Salaries and related costs
|
341,656
|
59.1
|
%
|
289,900
|
59.1
|
%
|
51,756
|
17.9
|
%
|
|||||||||||||||
|
Rent, supplies, contract labor and other
|
104,086
|
18.0
|
%
|
88,104
|
17.9
|
%
|
15,982
|
18.1
|
%
|
|||||||||||||||
|
Depreciation and amortization
|
16,776
|
2.9
|
%
|
12,326
|
2.5
|
%
|
4,450
|
36.1
|
%
|
|||||||||||||||
|
Provision for credit losses
|
5,916
|
1.0
|
%
|
5,065
|
1.0
|
%
|
851
|
16.8
|
%
|
|||||||||||||||
|
Loss on clinic closures - lease and other
|
269
|
0.0
|
%
|
4,109
|
0.8
|
%
|
(3,840
|
)
|
(93.5
|
)%
|
||||||||||||||
|
Total operating cost
|
468,703
|
81.1
|
%
|
399,504
|
81.4
|
%
|
69,199
|
17.3
|
%
|
|||||||||||||||
|
Gross Profit
|
109,561
|
18.9
|
%
|
91,394
|
18.6
|
%
|
18,167
|
19.9
|
%
|
|||||||||||||||
|
Corporate office costs
|
51,135
|
8.8
|
%
|
42,719
|
8.7
|
%
|
8,416
|
19.7
|
%
|
|||||||||||||||
|
(Gain) loss on change in fair value of contingent earn-out consideration
|
(11,484
|
)
|
(2.0
|
)%
|
5,332
|
1.1
|
%
|
(16,816
|
)
|
(315.4
|
)%
|
|||||||||||||
|
Operating Income
|
69,910
|
12.1
|
%
|
43,343
|
8.8
|
%
|
26,567
|
61.3
|
%
|
|||||||||||||||
|
Other (expense) income:
|
||||||||||||||||||||||||
|
Interest expense, debt and other
|
(7,109
|
)
|
(1.2
|
)%
|
(5,966
|
)
|
(1.2
|
)%
|
(1,143
|
)
|
19.2
|
%
|
||||||||||||
|
Interest income from investments
|
85
|
0.0
|
%
|
3,635
|
0.7
|
%
|
(3,550
|
)
|
(97.7
|
)%
|
||||||||||||||
|
Change in revaluation of put-right liability
|
(1,406
|
)
|
(0.2
|
)%
|
(136
|
)
|
(0.0
|
)%
|
(1,270
|
)
|
933.8
|
%
|
||||||||||||
|
Equity in earnings of unconsolidated affiliate
|
1,155
|
0.2
|
%
|
750
|
0.2
|
%
|
405
|
54.0
|
%
|
|||||||||||||||
|
Loss on sale of a partnership
|
(123
|
)
|
0.0
|
%
|
-
|
0.0
|
%
|
(123
|
)
|
*
|
||||||||||||||
|
Other
|
344
|
0.1
|
%
|
261
|
0.1
|
%
|
83
|
31.8
|
%
|
|||||||||||||||
|
Total other (expense)
|
(7,054
|
)
|
(1.2
|
)%
|
(1,456
|
)
|
(0.3
|
)%
|
(5,598
|
)
|
384.5
|
%
|
||||||||||||
|
Income before taxes
|
62,856
|
10.9
|
%
|
41,887
|
8.5
|
%
|
20,969
|
50.1
|
%
|
|||||||||||||||
|
Provision for income taxes
|
14,026
|
2.4
|
%
|
8,781
|
1.8
|
%
|
5,245
|
59.7
|
%
|
|||||||||||||||
|
Net income
|
48,830
|
8.4
|
%
|
33,106
|
6.7
|
%
|
15,724
|
47.5
|
%
|
|||||||||||||||
|
Less: Net income attributable to non-controlling interest:
|
||||||||||||||||||||||||
|
Redeemable non-controlling interest - temporary equity
|
(9,716
|
)
|
(1.7
|
)%
|
(7,539
|
)
|
(1.5
|
)%
|
(2,177
|
)
|
28.9
|
%
|
||||||||||||
|
Non-controlling interest - permanent equity
|
(3,684
|
)
|
(0.6
|
)%
|
(3,387
|
)
|
(0.7
|
)%
|
(297
|
)
|
8.8
|
%
|
||||||||||||
|
(13,400
|
)
|
(2.3
|
)%
|
(10,926
|
)
|
(2.2
|
)%
|
(2,474
|
)
|
22.6
|
%
|
|||||||||||||
|
Net income attributable to USPH shareholders
|
$
|
35,430
|
6.1
|
%
|
$
|
22,180
|
4.5
|
%
|
$
|
13,250
|
59.7
|
%
|
||||||||||||
* Not meaningful
Non-GAAP Adjusted EBITDA increased $10.3 million to $70.3 million for the 2025 Nine Months from $60.0 million for the 2024 Nine Months while non-GAAP Operating Results increased $0.6
million to $29.7 million, or $1.96 per share, for the 2025 Nine Months from $29.2 million, or $1.94 per share, for the 2024 Nine Months.
Total net revenue for the 2025 Nine Months increased $87.4 million, or 17.8%, to $578.3 million from $490.9 million for the 2024 Nine Months while operating costs increased $69.2 million, or 17.3%, to
$468.7 million from $399.5 million over the same periods, respectively. Gross profit for the 2025 Nine Months was $109.6 million, or 18.9% of net revenue, compared to $91.4 million for the 2024 Nine Months, or 18.6%, of net revenue.
Physical Therapy Operations
|
Nine Months Ended
|
Variance
|
||||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
$
|
|
%
|
|||||||||||||
|
(In thousands, except percentages)
|
|||||||||||||||||
|
Revenue related to:
|
|||||||||||||||||
|
Mature Clinics
(1)
|
$
|
391,690
|
$
|
391,614
|
$
|
76
|
0.0
|
%
|
|||||||||
|
Clinic additions
(2)
|
88,092
|
8,182
|
79,910
|
*
|
(9)
|
||||||||||||
|
Clinics sold or closed
(3)
|
972
|
10,696
|
(9,724
|
)
|
*
|
(9)
|
|||||||||||
|
Net Patient Revenue
|
480,754
|
410,492
|
70,262
|
17.1
|
%
|
||||||||||||
|
Other
(4)
|
12,056
|
10,133
|
1,923
|
19.0
|
%
|
||||||||||||
|
Total
|
492,810
|
420,625
|
72,185
|
17.2
|
%
|
||||||||||||
|
Operating costs
(5)(7)
|
399,933
|
342,796
|
57,137
|
16.7
|
%
|
||||||||||||
|
Gross profit
|
$
|
92,877
|
$
|
77,829
|
$
|
15,048
|
19.3
|
%
|
|||||||||
|
Financial and operating metrics (not in thousands):
|
|||||||||||||||||
|
Net rate per patient visit
(1)
|
$
|
105.50
|
$
|
104.71
|
$
|
0.79
|
0.8
|
%
|
|||||||||
|
Patient visits
(1)
|
4,556,768
|
3,920,388
|
636,380
|
16.2
|
%
|
||||||||||||
|
Average daily visits per clinic
(1)
|
32.0
|
30.1
|
1.9
|
6.3
|
%
|
||||||||||||
|
Adjusted gross profit margin
(4)(5)(6)
|
19.0
|
%
|
19.5
|
%
|
|||||||||||||
|
Salaries and related costs per visit
(6)(8)
|
$
|
61.86
|
$
|
61.17
|
$
|
0.69
|
1.1
|
%
|
|||||||||
|
Operating costs per visit
(6)(7)(8)
|
$
|
86.36
|
$
|
84.89
|
$
|
1.47
|
1.7
|
%
|
|||||||||
(1) See Glossary of Terms - Revenue Metrics for definitions.
(2) Includes 36 owned clinics added during the 2025 Nine Months and 96 owned clinics added during the year ended December 31, 2024. See Clinic Count
Roll Forward on page 36 for additional information.
(3) Includes 13 owned clinics closed during the 2025 Nine Months and 45 owned clinics closed during the year ended December 31, 2024. See Clinic Count
Roll Forward on page 36 for additional information.
(4) Includes revenues from management contracts.
(5) Includes costs from management contracts.
(6) Excludes $0.6 million of certain incentive costs related to Metro acquisition and gains or losses related to clinic closures, as applicable. See
the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.
(7) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were
reallocated to conform with current presentation.
(8) Per visit costs exclude management contract costs.
(9) Not meaningful.
Revenues
Revenues from physical therapy operations increased $72.2 million, or 17.2%, in the 2025 Nine Months versus the comparable prior year period due to increased volume from the 84 net owned clinics added
since the comparable prior year period as well as an increase in net rate per patient visit to $105.50 for the 2025 Nine Months from $104.71 for the 2024 Nine Months.
For the 2025 Nine Months, we had 4,556,768 total patient visits, which includes 81,573 home-care visits, compared to 3,920,388 for the 2024 Nine Months. There were no home-care visits
in the 2024 Nine Months.
Other revenues increased approximately $1.9 million, or 19.0%, to $12.1 million for the 2025 Nine Months from $10.1 million for the 2024 Nine Months.
Operating costs
Operating costs from physical therapy operations increased by $57.1 million, or 16.7%, to $399.9 million for the 2025 Nine Months from $342.8 million for the 2024 Nine Months, primarily driven by the 84
net owned clinics added since the comparable prior year period. Operating costs were 81.2% of net revenue for the 2025 Nine Months compared to 81.5% of net revenue for the 2024 Nine Months. Excluding certain incentive costs related to the Metro
acquisition and gains and losses related to clinic closures for both periods, total operating costs per visit (excluding management contract) was $86.36 in the 2025 Nine Months compared to $84.89 in the comparable prior year period. See the
reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.
Salaries and related costs, clinics (excluding management contracts) increased to $282.1 million in the 2025 Nine Months from $239.8 million in the 2024 Nine Months, an increase of $42.3 million, or
17.6% mostly due to the net clinics added since the comparable prior year period. Excluding certain incentive costs related to the Metro acquisition salaries and related costs per visit decreased to $61.86 for the 2025 Nine Months from $61.17 for the
2024 Nine Months. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.
Rent, supplies, contract labor and other costs, related to clinics (excluding management contracts) increased to $91.7 million in the 2025 Nine Months from $81.8 million in the 2024 Nine Months, an
increase of $9.9 million, or 12.1% mostly due to clinic additions.
Depreciation and amortization related to physical therapy operations increased to $14.3 million in 2025 Nine Months from $10.2 million in the 2024 Nine Months, an increase of $4.1 million, or 40.8%,
primarily due to the larger number of clinics in the 2025 Nine Months compared to the 2024 Nine Months.
The provision for credit losses was $5.9 million for the 2025 Nine Months and $5.1 million for the 2024 Nine Months. As a percentage of net revenues, the provision for credit losses was 1.2% for both
periods.
Gross Profit
Gross profit from physical therapy operations increased $15.0 million or 19.3% to $92.9 million, or 18.8% as a percent of net revenues, for the 2025 Third Quarter as
compared to $77.8 million, or 18.5% as a percent of net revenues, for the 2024 Third Quarter. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, the adjusted gross
profit margin (a non-GAAP measure) increased $11.5 million or 14.0% to $93.4 million, or 19.0% as a percent of net revenues for the 2025 Third Quarter compared to $81.9 million, or 19.5% as a percent of net revenues, for the 2024 Third Quarter. See
the reconciliation of non-GAAP measures to the more directly comparable GAAP measure provided on page 40 for information.
Industrial Injury Prevention Services
|
Nine Months Ended
|
Variance
|
|||||||||||||||
|
September 30, 2025
|
September 30, 2024
|
$ |
|
%
|
||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||
|
Net revenue
|
$
|
85,454
|
$
|
70,273
|
$
|
15,181
|
21.6
|
%
|
||||||||
|
Operating costs
(1)
|
68,770
|
56,708
|
12,062
|
21.3
|
%
|
|||||||||||
|
Gross profit
|
$
|
16,684
|
$
|
13,565
|
$
|
3,119
|
23.0
|
%
|
||||||||
|
Gross profit margin
|
19.5
|
%
|
19.3
|
%
|
||||||||||||
(1) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.
Revenues from IIP increased $15.2 million, or 21.6%, from $70.3 million for the 2024 Nine Months to $85.5 million for the 2025 Nine Months. Gross profit from IIP operations increased $3.1 million, or 23.0%, from $13.6
million to $16.7 million for the 2025 Nine Months. The gross profit margin from IIP operations was 19.5% for the 2025 Nine Months compared to 19.3% for the 2024 Nine Months. Excluding the IIP acquisition made in April 2024, IIP revenue increased by
$10.5 million or 16.0% in the 2025 Nine Months and gross profit margin increased $2.0 million or 16.1% in the 2025 Nine Months over the comparable prior year period.
Corporate Office Costs
Corporate office costs were $51.1 million for the 2025 Nine Months, compared to $42.7 million for the 2024 Nine Months. As a percentage of net revenue, corporate office costs were 8.8% and 8.7% over the same periods,
respectively. Excluding the acquisition integration costs and the costs associated with the implementation of the new financial and human resources system of $1.8 million, corporate office costs was 8.5% of net revenue for the 2025 Nine Months.
Change in fair value of contingent earn-out consideration
We revalued contingent consideration related to certain acquisitions and recognized a net gain (a decrease in the related liabilities) of $11.5 million for the 2025 Nine Months compared to a net loss of $5.3 million
for the 2024 Nine Months (an increase in the related liabilities).
Operating Income
Operating income was $69.9 million for the 2025 Nine Months compared to $43.3 million for the 2024 Nine Months. Excluding the impact of change in value of contingent consideration discussed above, operating income
increased to $58.4 million for the 2025 Nine Months from $48.7 million for the 2024 Nine Months, an increase of 20.0%.
Other (Expenses) Income
Interest Expense, Debt and Other
Interest expense increased by $1.1 million to $7.1 million for the 2025 Nine Months compared to $6.0 million for the 2024 Nine Months,
primarily due to higher interest expense as a
result of increased borrowings and lower interest income as the cash on the balance sheet during the 2024 Nine Months has been deployed to fund acquisitions since that time.
The interest rate associated with borrowings on our credit facilities was 5.0% for the 2025 Nine Months and 4.7% for the 2024 Nine Months, with an all-in-effective interest rate (including all
associated costs), of 5.6% and 5.4% over the same periods, respectively.
Interest income from investment
Interest income was less than $0.1 million during the 2025 Nine Months compared to $3.6 million for the 2024 Nine Months as the excess cash on the balance sheet at the end of the 2024 Nine Months has
since been deployed to fund acquisitions.
Change in revaluation of put-right liability
We revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash expense (an increase in the related liability) of $1.4 million for the 2025 Nine Months
compared to $0.1 million for the 2024 Nine Months (an increase in the related liability).
Provision for Income Taxes
The provision for income tax was $14.0 million for the 2025 Nine Months and $8.8 million for the 2024 Nine Months. The effective tax rate was 28.4% over the same periods.
|
Nine Months Ended
|
||||||||
|
September 30, 2025
|
September 30, 2024
|
|||||||
|
(In thousands, except percentages)
|
||||||||
|
Income before taxes
|
$
|
62,856
|
$
|
41,887
|
||||
|
Less: Net income attributable to non-controlling interest:
|
||||||||
|
Redeemable non-controlling interest - temporary equity
|
(9,716
|
)
|
(7,539
|
)
|
||||
|
Non-controlling interest - permanent equity
|
(3,684
|
)
|
(3,387
|
)
|
||||
|
|
$
|
(13,400
|
)
|
$
|
(10,926
|
)
|
||
|
Income before taxes less net income attributable to non-controlling interest
|
$
|
49,456
|
$
|
30,961
|
||||
|
Provision for income taxes
|
$
|
14,026
|
$
|
8,781
|
||||
|
Effective income tax rate
|
28.4
|
%
|
28.4
|
%
|
||||
Net Income Attributable to Non-controlling Interest
Net income attributable to non-controlling interest (temporary and permanent) was $13.4 million for the 2025 Nine Months compared to $10.9 million for the 2024 Nine Months.
LIQUIDITY AND CAPITAL RESOURCES
We believe that our business has sufficient cash to allow us to meet our short-term cash requirements. Total cash and cash equivalents were $31.1 million as of September 30, 2025, compared
to $41.4 million as of December 31, 2024. Additionally, we had $159.6 million of outstanding borrowings and $148.5 million in available credit
under our credit facilities as of September 30, 2025, compared to $151.6 million of outstanding
borrowings and
$164.0 million in available credit under our credit facilities as of December 31, 2024.
We believe that our cash and cash equivalents and availability under our Senior Credit Facilities are sufficient to fund the working capital needs of our operating subsidiaries through at least
September 30, 2026.
Historically, we have generated sufficient cash from operations to fund our development activities and to cover operational needs. We plan to continue developing new clinics and making acquisitions. We
have, from time to time, purchased the non-controlling interests of limited partners in our existing partnerships. We may purchase additional non-controlling interests in the future. Generally, any acquisition or purchase of non-controlling
interests is expected to be accomplished using our cash, financing, or a combination of the two.
We make reasonable and appropriate efforts to collect accounts receivable, including applicable deductible and co-payment amounts. Claims are submitted to payors daily, weekly or monthly in accordance
with our policy or payor’s requirements. When possible, we submit our claims electronically. The collection process is time-consuming and typically involves the submission of claims to multiple payors whose payment of claims may be dependent upon the
payment of another payor. Claims under litigation and vehicular incidents can take a year or longer to collect. Medicare and other payor claims relating to new clinics awaiting CMS approval initially may not be submitted for six months or more. When
all reasonable internal collection efforts have been exhausted, accounts are written off prior to sending them to outside collection firms. With managed care, commercial health plans and self-pay payor type receivables, the write-off generally occurs
after the account receivable has been outstanding for 120 days or longer. As of September 30, 2025, we have accrued $7.8 million related to credit balances, a portion of which is due to patients and payors.
Cash Flow
A summary of our operating, investing and financing activities is discussed below.
|
Nine Months Ended
|
||||||||
|
September 30, 2025
|
September 30, 2024
|
|||||||
|
(In thousands)
|
||||||||
|
Net cash provided by operating activities
|
$
|
50,126
|
$
|
55,531
|
||||
|
Net cash (used in) investing activities
|
(31,269
|
)
|
(54,597
|
)
|
||||
|
Net cash (used in) financing activities
|
(29,117
|
)
|
(36,800
|
)
|
||||
Operating Activities
Cash provided by operating activities was $50.1 million for the 2025 Nine Months as compared to $55.5 million for the 2024 Nine Months. The decrease in cash provided by operating activities is related
to the increase in accounts receivable as a result of higher net revenue and timing of receivable collections, a decrease in accounts payable and accrued expenses as well as an increase in other assets mostly related to an income tax receivable.
These decreases were partially offset by higher net income.
Investing Activities
Cash used in investing activities for the 2025 Nine Months totaled $31.3 million and primarily consisted of $24.0 million used in the purchase of interests in businesses and non-controlling interests
(temporary and permanent), and $10.1 million of fixed assets purchases. These uses were partially offset by $0.7 million in proceeds from the sale of a partnership, and $1.1 million of distributions received from an unconsolidated affiliate. Cash
used in investing activities in the 2024 Nine Months was $54.6 million.
Financing Activities
Cash used in financing activities for the 2025 Nine Months totaled $29.1 million and primarily comprised of $146.5 million in proceeds from our Revolving Facility (as defined below), $14.6 million in
distributions to non-controlling interests (temporary and permanent), $20.5 million in cash dividends paid to shareholders and payments of $9.5 million related to notes payable and the Term Facility. Cash used in financing activities in the 2024 Nine
Months was $36.8 million.
Senior Credit Facilities
On December 5, 2013, we entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility. This agreement was amended and/or restated in August 2015,
January 2016, March 2017, November 2017, and January 2021. On June 17, 2022, we entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) among Bank of America, N.A., as administrative agent (“Administrative Agent”) and
the lenders from time-to-time party thereto.
The Credit Agreement, which matures on June 17, 2027, provides for loans in an aggregate principal amount of $325 million. Such loans will be available through the following facilities (collectively, the “Senior Credit
Facilities”):
| 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.
|
The proceeds of the Revolving Facility have been and shall continue to be used by us for working capital and other general corporate purposes of our Company and its subsidiaries, including to fund
future acquisitions and invest in growth opportunities. The proceeds of the Term Facility were used by us to refinance the indebtedness outstanding under the Second Amended and Restated Credit Agreement, to pay fees and expenses incurred in
connection with the loan facilities transactions, for working capital and other general corporate purposes.
We are permitted to increase the Revolving Facility and/or add one or more tranches of term loans in an aggregate amount not to exceed the sum of (i) $100 million plus (ii) an unlimited additional
amount, provided that (in the case of clause (ii)), after giving effect to such increases, the pro forma Consolidated Leverage Ratio (as defined in the Credit Agreement) would not exceed 2.0:1.0, and the aggregate amount of all incremental increases
under the Revolving Facility does not exceed $50,000,000.
The interest rates per annum applicable to the Senior Credit Facilities (other than in respect of Swingline Loans) will be Term SOFR as defined in the agreement plus an applicable margin or, at our
option, an alternate base rate plus an applicable margin. Interest is payable at the end of the selected interest period but no less frequently than quarterly and on the date of maturity.
We will also pay to the Administrative Agent, for the account of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its
outstanding credit exposure under the Revolving Facility (“unused fee”). We may prepay and/or repay the revolving loans and the term loans, , in whole or in part, at any time without premium or penalty, subject to certain conditions.
The Credit Agreement contains customary covenants limiting, among other things, the incurrence of additional indebtedness, the creation of liens, mergers, consolidations, liquidations and dissolutions,
sales of assets, dividends, and other payments in respect of equity interests, acquisitions, investments, loans and guarantees, subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement includes certain financial
covenants which include the Consolidated Fixed Charge Coverage Ratio and the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary events of default.
As of September 30, 2025, we were in compliance with all of the covenants contained in the Credit Agreement.
Our obligations under the Credit Agreement are guaranteed by our wholly owned material domestic subsidiaries (each, a “Guarantor”), and our obligations and any Guarantors are secured by a perfected
first priority security interest in substantially all of our existing and future personal property and each Guarantor, subject to certain exceptions.
As of September 30, 2025, $132.4 million (net of unamortized debt issuance costs of $0.7 million) was outstanding on the Term Facility while $26.5 million was outstanding under the Revolving Facility
resulting in $148.5 million of credit availability on the Revolving Facility. The interest rate on the Senior Credit Facilities was 5.0% for the 2025 Third Quarter and 4.7% for the 2024 Third Quarter, with an all-in effective interest rate (including
all associated costs), of 5.7% and 5.4% over the same periods, respectively. The interest rate on our Senior Credit Facilities was 5.0% for the 2025 Nine Months and 4.7% for the 2024 Nine Months, with an all-in effective interest rate, including all
associated costs, of 5.6% and 5.4% over the same periods, respectively.
Interest Rate Swap
In May 2022, we entered into an interest rate swap agreement, effective on June 30, 2022, with Bank of America, N.A. It has a $150 million notional value adjusted concurrently with scheduled principal
payments made on the term loan and has a maturity date of June 30, 2027. Beginning in July 2022, we receive 1-month SOFR, and pay a fixed rate of interest of 2.815% on 1-month SOFR or Bank of America’s prime rate on a quarterly basis. The total
interest rate in any period also includes an applicable margin based on our consolidated leverage ratio. In connection with the swap, no cash was exchanged between us and the counterparty.
We designated our interest rate swap as a cash flow hedge and structured it to be highly effective. Consequently, unrealized gains and losses related to the fair value of the interest rate swap are
recorded to accumulated other comprehensive income (loss), net of tax.
As of September 30, 2025, the fair value of the interest rate swap was $1.3 million, a decrease of $1.9 million, net of a $0.6 million income tax effect, as compared to December 31, 2024. The fair value
of the interest rate swap is included in Other assets (current and long term) in our consolidated balance sheet while the changes in fair value are presented as an unrealized loss or gain in our unaudited consolidated statements of comprehensive
income. The interest rate swap arrangement has generated $1.6 million in interest savings for the 2025 Nine Months.
The average interest rate for our Senior Credit Facilities, net of the savings from the swap, was 5.0% in both the 2025 Third Quarter and the 2025 Nine Months, compared to 4.7% in both the 2024 Third
Quarter and the 2024 Nine Months.
Notes Payable and Deferred Payments Related to Acquisitions
We generally enter into various notes payable as a means of financing our acquisitions. Our present outstanding notes payable primarily relate to the acquisitions of a business or acquisitions of
majority interests in such businesses. At September 30, 2025, our remaining outstanding balance on these notes aggregated $1.4 million, of which less than $0.1 million is payable in 2025, $0.9 million is payable in 2026 and $0.5 is payable in 2027.
Notes are generally payable in equal annual installments of principal over two years plus any accrued and unpaid interest. Interest accrues at various interest rates ranging from 4.5% to 8.5% per annum.
On September 30, 2025, together with a local partner, we acquired a 100% equity interest in a two-clinic practice for a purchase price of $0.4 million, which was paid in cash. As part of this
transaction, we agreed to additional consideration if future objectives are met. The contingent consideration was valued at less than $0.1 million as of September 30, 2025.
On July 31, 2025, we acquired a 60% equity interest in a three-clinic practice with the practice owners retaining a 40% equity interest. The purchase price for the 60% equity interest was approximately $7.6 million, of
which $7.3 million was paid in cash and $0.3 million in the form of a note payable.
The note accrues interest at 5.0% per annum and the principal and interest is payable on July 31, 2027.
As part of this
transaction, we agreed to additional consideration if future operational objectives are met. The contingent consideration was valued at $2.6 million as of September 30, 2025.
On April 30, 2025, we acquired an outpatient home-care physical and speech therapy practice through our 50%-owned subsidiary, Metro. After the transaction, our ownership interest is 40%, our local partners have an
partnership interest of 40% and the practice’s pre-acquisition owners have a 20% ownership interest. The purchase price for the 80% equity interest was approximately $2.3 million which was paid in cash.
As part of
this transaction, we agreed to additional consideration if future operational objectives are met. The maximum amount of additional contingent consideration due under this agreement is $1.8 million. The contingent consideration was valued at $1.0
million as of September 30, 2025.
On February 28, 2025, we acquired 65% interest in a physical therapy practice with three clinic locations. The prior owners retained a 35% ownership interest. The purchase price for the 65% interest was
approximately $3.8 million which was paid in cash. As part of this transaction, we agreed to additional consideration if future operational objectives are met. The maximum amount of additional contingent consideration due under this agreement is $1.3
million. The contingent consideration was valued at $0.3 million as of September 30, 2025.
On November 30, 2024, we acquired a 75% equity interest in an eight-clinic physical therapy practice. The owner of the practice retained 25% of the equity interests. The purchase price for the 75%
equity interest was approximately $15.9 million, of which $15.7 million was paid in cash, and $0.2 million was in the form of a note payable. The note accrues interest at 5.0% per annum and the principal and interest is payable in one installment
which is due on December 1, 2026.
On October 31, 2024, we acquired a 50% interest in Metro pursuant to an Equity Interest Purchase Agreement (the “Purchase Agreement”) dated October 7, 2024 among U.S. Physical Therapy, Ltd. (a
subsidiary of the Company), Metro, the members of Metro, and Michael G. Mayrsohn, as Sellers’ Representative. We also became the managing member of Metro. We paid a purchase price of approximately $76.5 million, $75.0 million of which was funded by
our cash on hand and the remaining $1.5 million through the issuance of 18,358 shares of the Company’s common stock based on a trailing five-day average as of the day immediately prior to closing. The shares of the Company’s common stock were issued
in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act. The Purchase Agreement also included an earnout where the sellers can earn up to $20.0 million of additional consideration if certain performance
criteria relating to the Metro business are achieved. The value of the contingent consideration at September 30, 2025, was $2.5 million.
On August 31, 2024, we acquired a 70% equity interest in an eight-clinic practice physical therapy and the original practice owners retained a 30% equity interest. The purchase price for the 70% equity
interest was approximately $2.0 million. As part of the transaction, we agreed to additional contingent consideration if future operational and financial objectives are met. The maximum amount of additional contingent consideration due under this
agreement is $3.6 million. The contingent consideration was valued at $0.5 million on September 30, 2025.
On April 30, 2024, we acquired 100% of an IIP business through one of its primary IIP businesses, Briotix Health Limited Partnership, for a purchase price of approximately $24.0 million, of which $0.5
million was in the form of a note payable. The note accrued interest at 5.0% per annum and the principal and the interest was paid as of the Third Quarter 2025. As part of the transaction, we agreed to additional contingent consideration if future
operational objectives are met by the business. The maximum amount of additional contingent consideration due under this agreement is $10.0 million. In August 2025, we paid $1.9 million in full settlement of the contingent consideration. As of
September 30, 2025, no further amounts are payable related to the April 2024 Acquisition.
On March 29, 2024, we acquired a 50% equity interest in a nine-clinic physical therapy and hand therapy practice. The original owners of the practice retained the remaining 50%. The purchase price for
the 50% equity interest was approximately $16.4 million, of which $0.5 million was in the form of a note payable. The note accrues interest at 4.5% per annum and the principal and the interest are payable on March 29, 2026. As part of the
transaction, we agreed to additional contingent consideration if future operational and financial objectives are met. There is no maximum payout. The contingent consideration was valued at $2.5 million on September 30, 2025.
Redeemable Non-Controlling Interest
Certain limited partnership agreements and limited liability company agreements, as amended, provide that, upon the triggering events, we have a call right, and the selling entity or individual has a
put right for the purchase and sale of the limited partnership interest held by the partner. Once triggered, the put right and the call right do not expire, even upon an individual partner’s death, and contain no mandatory redemption feature. The
purchase price of the partner’s limited partnership interest upon the exercise of either the put right or the call right is calculated per the terms of the respective agreements and classified as redeemable non-controlling interest (temporary equity)
in our consolidated balance sheets. The fair value of the redeemable non-controlling interests on September 30, 2025, was $277.7 million.
In the event that a limited non-controlling partner’s employment ceases at any time after a specified date that is typically between three and six years from the acquisition date, we have agreed to
certain contractual provisions which enable such minority partners to exercise their right to trigger our repurchase of that partner’s non-controlling interest at a predetermined multiple of earnings before interest and taxes.
We maintain an interest rate swap arrangement which is considered a derivative instrument. Our indebtedness as of September 30, 2025, was the outstanding balance of seller notes from our acquisitions of
$1.4 million, and an outstanding balance on our term note related to the Credit Agreement of $159.6 million. The Revolving Facility within our Senior Credit Facilities has a balance of $26.5 million as of September 30, 2025, and is subject to
fluctuating interest rates. A 1% change in the interest rate would yield $0.3 million in interest expense on the Senior Credit Facilities because of the interest rate swap described above. See Note 9 to our consolidated financial statements included
in Item 1.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company’s management completed an evaluation, under the supervision and with the participation of our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded (i) that our disclosure controls and procedures are designed to
ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure and (ii) that our disclosure controls and procedures are effective.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the nine months ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
We are a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of our business.
We cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations. These matters could potentially subject us to sanctions, damages, recoupments, fines, and other penalties. The
Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to our businesses in the future that may, either individually or in the aggregate, have a material adverse effect
on our business, financial position, results of operations, and liquidity.
Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal for some time while the government decides whether
or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully
bring the suits. We have been a defendant in these cases in the past and may be named as a defendant in similar cases from time to time in the future.
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Exhibit
Number
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Description
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
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Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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104
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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| * |
Filed herewith
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.
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U.S. PHYSICAL THERAPY, INC.
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Date: November 7, 2025
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By:
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/s/ Carey Hendrickson
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Carey Hendrickson
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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56
TABLE OF CONTENTS
Part I - Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 5. Other InformationItem 6. Exhibits