☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
NEVADA
|
76-0364866
|
|
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
|
(I.R.S. EMPLOYER IDENTIFICATION NO.)
|
1300 WEST SAM HOUSTON PARKWAY SOUTH,
SUITE 300, HOUSTON, TEXAS
|
77042
|
|
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
|
(ZIP CODE)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐ (Do not check if a smaller reporting company)
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
25
|
|
Item 3.
|
37
|
|
Item 4.
|
37
|
|
PART II—OTHER INFORMATION
|
||
Item 1. |
38
|
|
Item 6.
|
39
|
|
40
|
||
Certifications
|
September 30, 2018
|
December 31, 2017
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
32,241
|
$
|
21,933
|
||||
Patient accounts receivable, less allowance for doubtful accounts of $2,690 and $2,273, respectively
|
43,899
|
44,707
|
||||||
Accounts receivable - other
|
9,609
|
5,655
|
||||||
Other current assets
|
4,908
|
4,786
|
||||||
Total current assets
|
90,657
|
77,081
|
||||||
Fixed assets:
|
||||||||
Furniture and equipment
|
52,473
|
51,100
|
||||||
Leasehold improvements
|
31,101
|
29,760
|
||||||
Fixed assets, gross
|
83,574
|
80,860
|
||||||
Less accumulated depreciation and amortization
|
63,608
|
60,475
|
||||||
Fixed assets, net
|
19,966
|
20,385
|
||||||
Goodwill
|
293,630
|
271,338
|
||||||
Other identifiable intangible assets, net
|
49,311
|
48,954
|
||||||
Other assets
|
1,405
|
1,224
|
||||||
Total assets
|
$
|
454,969
|
$
|
418,982
|
||||
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS
|
||||||||
Current liabilities:
|
||||||||
Accounts payable - trade
|
$
|
2,067
|
$
|
2,165
|
||||
Accrued expenses
|
40,128
|
33,342
|
||||||
Current portion of notes payable
|
4,769
|
4,044
|
||||||
Total current liabilities
|
46,964
|
39,551
|
||||||
Notes payable, net of current portion
|
659
|
2,728
|
||||||
Revolving line of credit
|
54,000
|
54,000
|
||||||
Mandatorily redeemable non-controlling interests
|
-
|
327
|
||||||
Deferred taxes
|
8,643
|
10,875
|
||||||
Deferred rent
|
1,864
|
2,116
|
||||||
Other long-term liabilities
|
835
|
743
|
||||||
Total liabilities
|
112,965
|
110,340
|
||||||
Redeemable non-controlling interests
|
128,906
|
102,572
|
||||||
Commitments and contingencies
|
||||||||
U.S. Physical Therapy, Inc. ("USPH") shareholders’ equity:
|
||||||||
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding
|
-
|
-
|
||||||
Common stock, $.01 par value, 20,000,000 shares authorized, 14,899,409 and 14,809,299 shares issued, respectively
|
149
|
148
|
||||||
Additional paid-in capital
|
78,542
|
73,940
|
||||||
Retained earnings
|
164,821
|
162,406
|
||||||
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
Total USPH shareholders’ equity
|
211,884
|
204,866
|
||||||
Non-controlling interests
|
1,214
|
1,204
|
||||||
Total USPH shareholders' equity and non-controlling interests
|
213,098
|
206,070
|
||||||
Total liabilities, redeemable non-controlling interests, USPH shareholders' equity and non-controlling interests
|
$
|
454,969
|
$
|
418,982
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
|||||||||||||
Net patient revenues
|
$
|
103,354
|
$
|
96,273
|
$
|
309,895
|
$
|
287,584
|
||||||||
Other revenues
|
9,768
|
6,759
|
26,667
|
17,264
|
||||||||||||
Net revenues
|
113,122
|
103,032
|
336,562
|
304,848
|
||||||||||||
Operating costs:
|
||||||||||||||||
Salaries and related costs
|
64,524
|
60,306
|
191,410
|
174,912
|
||||||||||||
Rent, supplies, contract labor and other
|
21,654
|
20,600
|
65,598
|
60,720
|
||||||||||||
Provision for doubtful accounts
|
890
|
930
|
3,102
|
2,716
|
||||||||||||
Closure costs
|
(22
|
)
|
4
|
8
|
27
|
|||||||||||
Total operating costs
|
87,046
|
81,840
|
260,118
|
238,375
|
||||||||||||
Gross profit
|
26,076
|
21,192
|
76,444
|
66,473
|
||||||||||||
Corporate office costs
|
10,643
|
8,304
|
30,934
|
25,707
|
||||||||||||
Operating income
|
15,433
|
12,888
|
45,510
|
40,766
|
||||||||||||
Interest and other income, net
|
16
|
11
|
70
|
58
|
||||||||||||
Interest expense:
|
||||||||||||||||
Mandatorily redeemable non-controlling interests - change in redemption value
|
-
|
(1,247
|
)
|
-
|
(7,839
|
)
|
||||||||||
Mandatorily redeemable non-controlling interests - earnings allocable
|
-
|
(1,285
|
)
|
-
|
(4,366
|
)
|
||||||||||
Debt and other
|
(579
|
)
|
(641
|
)
|
(1,677
|
)
|
(1,572
|
)
|
||||||||
Total interest expense
|
(579
|
)
|
(3,173
|
)
|
(1,677
|
)
|
(13,777
|
)
|
||||||||
Income before taxes
|
14,870
|
9,726
|
43,903
|
27,047
|
||||||||||||
Provision for income taxes
|
2,991
|
3,132
|
8,734
|
8,029
|
||||||||||||
Net income
|
11,879
|
6,594
|
35,169
|
19,018
|
||||||||||||
Less: net income attributable to non-controlling interests
|
(3,777
|
)
|
(1,444
|
)
|
(10,704
|
)
|
(4,111
|
)
|
||||||||
Net income attributable to USPH shareholders
|
$
|
8,102
|
$
|
5,150
|
$
|
24,465
|
$
|
14,907
|
||||||||
Basic and diluted earnings per share attributable to USPH shareholders
|
$
|
0.13
|
$
|
0.41
|
$
|
0.88
|
$
|
1.19
|
||||||||
Shares used in computation - basic and diluted
|
12,685
|
12,581
|
12,660
|
12,563
|
||||||||||||
Dividends declared per common share
|
$
|
0.23
|
$
|
0.20
|
$
|
0.69
|
$
|
0.60
|
Nine Months Ended
|
||||||||
September 30, 2018
|
September 30, 2017
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income including non-controlling interests
|
$
|
35,169
|
$
|
19,018
|
||||
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
7,335
|
7,269
|
||||||
Provision for doubtful accounts
|
3,102
|
2,716
|
||||||
Equity-based awards compensation expense
|
4,453
|
3,410
|
||||||
Loss on sale and disposal of fixed assets
|
128
|
83
|
||||||
Deferred income taxes
|
(3,099
|
)
|
291
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Increase in patient accounts receivable
|
(1,092
|
)
|
(1,914
|
)
|
||||
Increase in accounts receivable - other
|
(3,954
|
)
|
(4,736
|
)
|
||||
Decrease (increase) in other assets
|
233
|
(787
|
)
|
|||||
Increase in accounts payable and accrued expenses
|
9,742
|
8,126
|
||||||
Increase in mandatorily redeemable non-controlling interests
|
-
|
7,069
|
||||||
Increase in other liabilities
|
1,988
|
286
|
||||||
Net cash provided by operating activities
|
54,005
|
40,831
|
||||||
INVESTING ACTIVITIES
|
||||||||
Purchase of fixed assets
|
(5,307
|
)
|
(5,576
|
)
|
||||
Purchase of businesses, net of cash acquired
|
(16,303
|
)
|
(33,740
|
)
|
||||
Purchase of non-controlling interest
|
(272
|
)
|
-
|
|||||
Proceeds on sale of fixed assets
|
2
|
67
|
||||||
Net cash used in investing activities
|
(21,880
|
)
|
(39,249
|
)
|
||||
FINANCING ACTIVITIES
|
||||||||
Distributions to non-controlling interests, permanent and temporary equity
|
(10,470
|
)
|
(3,698
|
)
|
||||
Cash dividends paid to shareholders
|
(8,746
|
)
|
(7,547
|
)
|
||||
Proceeds from revolving line of credit
|
79,000
|
63,000
|
||||||
Payments on revolving line of credit
|
(79,000
|
)
|
(53,000
|
)
|
||||
Payments to settle mandatorily redeemable non-controlling interests
|
(265
|
)
|
(2,230
|
)
|
||||
Principal payments on notes payable
|
(2,294
|
)
|
(776
|
)
|
||||
Other
|
(42
|
)
|
40
|
|||||
Net cash used in financing activities
|
(21,817
|
)
|
(4,211
|
)
|
||||
Net increase in cash and cash equivalents
|
10,308
|
(2,629
|
)
|
|||||
Cash and cash equivalents - beginning of period
|
21,933
|
20,047
|
||||||
Cash and cash equivalents - end of period
|
$
|
32,241
|
$
|
17,418
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes
|
$
|
8,957
|
$
|
8,059
|
||||
Interest
|
$
|
1,705
|
$
|
1,616
|
||||
Non-cash investing and financing transactions during the period:
|
||||||||
Purchase of business - seller financing portion
|
$
|
950
|
$
|
1,650
|
U.S.Physical Therapy, Inc.
|
||||||||||||||||||||||||||||||||||||
Common Stock
|
Additional
|
Retained
|
Treasury Stock
|
Total Shareholders’
|
Non-Controlling
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Paid-In Capital
|
Earnings
|
Shares
|
Amount
|
Equity
|
Interests
|
Total
|
||||||||||||||||||||||||||||
Balance December 31, 2017
|
14,809
|
$
|
148
|
$
|
73,940
|
$
|
162,406
|
(2,215
|
)
|
$
|
(31,628
|
)
|
$
|
204,866
|
$
|
1,204
|
$
|
206,070
|
||||||||||||||||||
Issuance of restricted stock, net of cancellation
|
90
|
1
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
|||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest, net of tax
|
-
|
-
|
-
|
(13,353
|
)
|
-
|
-
|
(13,353
|
)
|
-
|
(13,353
|
)
|
||||||||||||||||||||||||
Compensation expense - equity-based awards
|
-
|
-
|
4,453
|
-
|
-
|
-
|
4,453
|
-
|
4,453
|
|||||||||||||||||||||||||||
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans
|
-
|
-
|
373
|
-
|
-
|
-
|
373
|
-
|
373
|
|||||||||||||||||||||||||||
Purchase of non-controlling interest
|
-
|
-
|
(224
|
)
|
-
|
-
|
-
|
(224
|
)
|
(48
|
)
|
(272
|
)
|
|||||||||||||||||||||||
Dividends paid to USPT shareholders
|
-
|
-
|
-
|
(8,746
|
)
|
-
|
-
|
(8,746
|
)
|
-
|
(8,746
|
)
|
||||||||||||||||||||||||
Distributions to non-controlling interest partners
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,894
|
)
|
(3,894
|
)
|
|||||||||||||||||||||||||
Other
|
-
|
-
|
-
|
49
|
-
|
-
|
49
|
50
|
99
|
|||||||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
24,465
|
-
|
-
|
24,465
|
3,902
|
28,367
|
|||||||||||||||||||||||||||
Balance September 30, 2018
|
14,899
|
149
|
78,542
|
164,821
|
(2,215
|
)
|
(31,628
|
)
|
$
|
211,884
|
1,214
|
213,098
|
1.
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
|
Date
|
% Interest Acquired
|
Number of Clinics
|
||||
January 2017 Acquisition
|
January 1
|
70%
|
17
|
|||
May 2017 Acquisition
|
May 31
|
70%
|
4
|
|||
June 2017 Acquisition
|
June 30
|
60%
|
9
|
|||
October 2017 Acquisition
|
October 31
|
70%
|
9
|
|||
August 2018 Acquisition
|
August 31
|
70%
|
4
|
2.
|
ACQUISITIONS OF BUSINESSES
|
Cash paid, net of cash acquired
|
$
|
16,303
|
||
Seller notes
|
950
|
|||
Total consideration
|
$
|
17,253
|
||
Estimated fair value of net tangible assets acquired:
|
||||
Total current assets
|
$
|
1,691
|
||
Total non-current assets
|
29
|
|||
Total liabilities
|
(247
|
)
|
||
Net tangible assets acquired
|
$
|
1,473
|
||
Referral relationships
|
1,879
|
|||
Non-compete
|
386
|
|||
Tradename
|
2,172
|
|||
Goodwill
|
19,488
|
|||
Fair value of non-controlling interest (classified as redeemable non-controlling interests)
|
(8,145
|
)
|
||
$
|
17,253
|
Cash paid, net of cash acquired
|
$
|
36,682
|
||
Seller notes
|
2,150
|
|||
Total consideration
|
$
|
38,832
|
||
Estimated fair value of net tangible assets acquired:
|
||||
Total current assets
|
$
|
5,850
|
||
Total non-current assets
|
1,434
|
|||
Total liabilities
|
(2,974
|
)
|
||
Net tangible assets acquired
|
$
|
4,310
|
||
Referral relationships
|
4,612
|
|||
Non-compete
|
736
|
|||
Tradename
|
6,228
|
|||
Goodwill
|
47,111
|
|||
Fair value of non-controlling interest (classified as redeemable non-controlling interests)
|
(13,883
|
)
|
||
Fair value of non-controlling interest (originally classified as mandatorily redeemable non-controlling interests)
|
(10,282
|
)
|
||
$
|
38,832
|
3.
|
REVENUE RECOGNITION
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
|||||||||||||
Net patient revenues
|
$
|
103,354
|
$
|
96,273
|
$
|
309,895
|
$
|
287,584
|
||||||||
Management contract revenues
|
1,922
|
1,703
|
6,319
|
5,177
|
||||||||||||
Industrial injury prevention services revenues
|
7,281
|
4,364
|
18,407
|
10,252
|
||||||||||||
Other revenues
|
565
|
692
|
1,941
|
1,835
|
||||||||||||
$
|
113,122
|
$
|
103,032
|
$
|
336,562
|
$
|
304,848
|
4.
|
EARNINGS PER SHARE
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Computation of earnings per share - USPH shareholders
|
||||||||||||||||
Net income attributable to USPH shareholders
|
$
|
8,102
|
$
|
5,150
|
$
|
24,465
|
$
|
14,907
|
||||||||
Charges to retained earnings:
|
||||||||||||||||
Revaluation of redeemable non-controlling interest
|
$
|
(8,680
|
)
|
$
|
-
|
(18,105
|
)
|
-
|
||||||||
Tax effect at statutory rate (federal and state) of 26.25%
|
2,279
|
-
|
4,753
|
-
|
||||||||||||
$
|
1,701
|
$
|
5,150
|
$
|
11,113
|
$
|
14,907
|
|||||||||
Basic and diluted per share
|
$
|
0.13
|
$
|
0.41
|
$
|
0.88
|
$
|
1.19
|
||||||||
Shares used in computation: |
||||||||||||||||
Basic and diluted |
12,685 |
12,581 |
12,660 |
12,563 |
5.
|
MANDATORILY REDEEMABLE NON-CONTROLLING INTERESTS
|
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 Therapy Practice and provide physical therapy services to patients.
|
2. |
In conjunction with the Acquisition, the Seller Entity contributes the Therapy Practice into a newly-formed limited partnership (“NewCo”), in exchange for one hundred
percent (100%) of the limited and general partnership interests in NewCo. Therefore, in this step, NewCo becomes a wholly-owned subsidiary of the Seller Entity.
|
3. |
The Company enters into an agreement (the “Purchase Agreement”) to acquire from the Seller Entity a majority (ranges from 50% to 90%) of the limited partnership interest
and, in all cases, 100% of the general partnership interest in NewCo. The Company does not purchase 100% of the limited partnership interest because the Selling Shareholders, through the Seller Entity, want to maintain an ownership
percentage. The consideration for the Acquisition is primarily payable in the form of cash at closing and a small two-year note in lieu of an escrow (the “Purchase Price”). The Purchase Agreement does not contain any future earn-out or
other contingent consideration that is payable to the Seller Entity or the Selling Shareholders.
|
4. |
The Company and the Seller Entity also execute a partnership agreement (the “Partnership Agreement”) for NewCo that sets forth the rights and obligations of the limited and
general partners of NewCo. After the Acquisition, the Company is the general partner of NewCo.
|
5. |
As noted above, the Company does not purchase 100% of the limited partnership interests in NewCo and the Seller Entity retains a portion of the limited partnership interest
in NewCo (“Seller Entity Interest”).
|
6. |
In most cases, some or all of the Selling Shareholders enter into an employment agreement (the “Employment Agreement”) with NewCo with an initial term that ranges from
three to five years (the “Employment Term”), with automatic one-year renewals, unless employment is terminated prior to the end of the Employment Term. As a result, a Selling Shareholder becomes an employee (“Employed Selling
Shareholder”) of NewCo. The employment of an Employed Selling Shareholder can be terminated by the Employed Selling Shareholder or NewCo, with or without cause, at any time. In a few situations, a Selling Shareholder does not become
employed by NewCo and is not involved with NewCo following the closing; in those situations, such Selling Shareholders sell their entire ownership interest in the Seller Entity as of the closing of the Acquisition.
|
7. |
The compensation of each Employed Selling Shareholder is specified in the Employment Agreement and is customary and commensurate with his or her responsibilities based on
other employees in similar capacities within NewCo, the Company and the industry.
|
8. |
The Company and the Selling Shareholder (including both Employed Selling Shareholders and Selling Shareholders not employed by NewCo) execute a non-compete agreement (the
“Non- Compete Agreement”) which restricts the Selling Shareholder from engaging in competing business 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 business during the Non-Compete Term.
|
9. |
The Non-Compete Term commences as of the date of the Acquisition and expires on the later of:
|
a. |
Two years after the date an Employed Selling Shareholders’ employment is terminated (if the Selling Shareholder becomes an Employed Selling Shareholder) or
|
b. |
Five to six years from the date of the Acquisition, as defined in the Non-Compete Agreement, regardless of whether the Selling Shareholder is employed by NewCo.
|
10. |
The Non-Compete Agreement applies to a restricted region which is defined as a 15-mile radius from the Therapy Practice. That is, an Employed Selling Shareholder is
permitted to engage in competing businesses or activities outside the 15-mile radius (after such Employed Selling Shareholder no longer is employed by NewCo) and a Selling Shareholder who is not employed by NewCo immediately is
permitted to engage in the competing business or activities outside the 15-mile radius.
|
11. |
The Partnership Agreement contains provisions for the redemption of the Seller Entity Interest, either at the option of the Company (the “Call Option”) or on a required
basis (the “Required Redemption”):
|
a. |
Required Redemption
|
i. |
Once the Required Redemption is triggered, the Company is obligated to purchase from the Seller Entity and the Seller Entity is obligated to sell to the Company, the
allocable portion of the Seller Entity Interest based on the terminated Selling Shareholder’s pro rata ownership interest in the Seller Entity (the “Allocable Portion”). Required Redemption is
|
1. |
Termination of an Employed Selling Shareholder’s employment with NewCo, regardless of the reason for such termination, and
|
2. |
The expiration of an agreed upon period of time, typically three to five years, as set forth in the relevant Partnership Agreement (the “Holding Period”).
|
ii. |
In the event an Employed Selling Shareholder’s employment terminates prior to the expiration of the Holding Period, the Required Redemption would occur only upon expiration
of the Holding Period.
|
b. |
Call Option
|
i. |
In the event that an Employed Selling Shareholder’s employment terminates prior to expiration of the Holding Period, the Company has the contractual right, but not the
obligation, to acquire the Employed Selling Shareholder’s Allocable Portion of the Seller Entity Interest from the Seller Entity through exercise of the Call Option.
|
c. |
For the Required Redemption and the Call Option, the purchase price is derived from a formula based on a specified multiple of NewCo’s trailing twelve months of earnings
before interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus an Allocable Portion 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.
|
d. |
The Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple of the trailing twelve-month earnings that is used
in the Required Redemption noted above.
|
e. |
Although, the Required Redemption and the Call Option do not have an expiration date, the Seller Entity Interest eventually will be purchased by the Company.
|
f. |
The Required Redemption and the Call Option 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.
|
12. |
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.
|
6.
|
REDEEMABLE NON-CONTROLLING INTERESTS
|
1. |
Put Right
|
a. |
In the event that any Selling Shareholder’s employment is terminated involuntarily by the Company without “Cause” pursuant to Section 7(d) of such Employed Selling
Shareholder’s Employment Agreement prior to the third to fifth anniversary, as applicable, of the Closing Date, the Seller Entity thereafter shall have an irrevocable right to cause the Company to purchase from Seller Entity the
Allocable Portion at the purchase price described in “number 3” below.
|
b. |
In the event that any Employed Selling Shareholder is not employed by NewCo as of the fifth anniversary of the Closing Date and the Company has not exercised its Call Right
with respect to the such Employed Selling Shareholder’s Allocable Portion, Seller Entity thereafter shall have the Put Right to cause the Company to purchase from Seller Entity the Allocable Portion at the purchase price described in
“number 3” below.
|
c. |
In the event that any Employed Selling Shareholder’s employment with NewCo is terminated for any reason on or after the fifth anniversary of the Closing Date, the Seller
Entity shall have the Put Right, and upon the exercise of the Put Right, such Employed Selling Shareholder’s Allocable Portion shall be redeemed by the Company at the purchase price described in “number 3” below.
|
2. |
Call Right
|
a. |
If any Selling Shareholder’s employment by NewCo is terminated (i) pursuant to a voluntary termination by the Employed Selling Shareholder or (ii) by NewCo with “Cause” (as
defined in the Employed Selling Shareholder’s Employment Agreement), prior to the fifth anniversary of the Closing Date, the Company thereafter shall have an irrevocable right to purchase from Seller Entity such Employed Selling
Shareholder’s Allocable Portion, in each case at the purchase price described in “number 3” below.
|
b. |
In the event that any Employed Selling Shareholder’s employment with NewCo is terminated for any reason on or after the fifth anniversary of the Closing Date, the Company
shall have the Call Right, and upon the exercise of the Call Right, such Employed Selling Shareholder’s Allocable Portion shall be redeemed by the Company at the purchase price described in “number 3” below.
|
3. |
For the Put Right and the Call Right, the purchase price is derived from a formula based on a specified multiple of NewCo’s trailing twelve months of earnings before
interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus the Allocable Portion of any undistributed earnings of NewCo (the “Redemption Amount”). NewCo’s earnings are distributed monthly based on
available cash within NewCo; therefore, the undistributed earnings amount is small, if any.
|
4. |
The Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple of the trailing twelve-month earnings that is used
in the Put Right and the Call Right noted above.
|
5. |
The Put Right and the Call Right do not have an expiration date, but the Seller Entity Interest is not required to be purchased by the Company or sold by the Seller Entity.
|
6. |
The Put Right and the Call Right never apply to Selling Shareholders who do not become employed by NewCo, since the Company requires that such Selling Shareholders sell
their entire ownership interest in the Seller Entity at the closing of the Acquisition.
|
|
Three Months Ended
September 30, 2018
|
Nine Months Ended
September 30, 2018
|
Three Months Ended
September 30, 2017
|
Nine Months Ended
September 30, 2017
|
||||||||||||
|
||||||||||||||||
Beginning balance
|
$
|
117,027
|
$
|
102,572
|
$
|
11,940
|
$
|
-
|
||||||||
Operating results allocated to redeemable non-controlling interest partners
|
2,456
|
6,802
|
155
|
155
|
||||||||||||
Distributions to redeemable non-controlling interest partners
|
(2,497
|
)
|
(6,576
|
)
|
(16
|
)
|
(16
|
)
|
||||||||
Changes in the fair value of redeemable non-controlling interest
|
8,681
|
18,106
|
-
|
-
|
||||||||||||
Purchase of new business
|
3,282
|
8,145
|
-
|
11,940
|
||||||||||||
Other
|
(43
|
)
|
(143
|
)
|
-
|
-
|
||||||||||
Ending balance
|
$
|
128,906
|
$
|
128,906
|
$
|
12,079
|
$
|
12,079
|
|
September 30, 2018
|
December 31, 2017
|
||||||
|
||||||||
Contractual time period has lapsed but holder's employment has not been terminated
|
$
|
34,587
|
$
|
32,416
|
||||
Contractual time period has not lapsed and holder's employment has not been terminated
|
94,319
|
70,156
|
||||||
Fair value
|
$
|
128,906
|
$
|
102,572
|
7.
|
GOODWILL
|
Nine Months Ended
September 30, 2018
|
Year Ended
December 31, 2017
|
|||||||
Beginning balance
|
$
|
271,338
|
$
|
226,806
|
||||
Goodwill acquired during the year
|
19,488
|
44,292
|
||||||
Goodwill adjustments for purchase price allocation of businesses acquired in prior year
|
2,804
|
706
|
||||||
Goodwill written-off - closed clinic
|
-
|
(466
|
)
|
|||||
Ending balance
|
$
|
293,630
|
$
|
271,338
|
8.
|
INTANGIBLE ASSETS, NET
|
September 30, 2018
|
December 31, 2017
|
|||||||
Tradenames
|
$
|
29,631
|
$
|
29,673
|
||||
Referral relationships, net of accumulated amortization of $8,857 and $7,209, respectively
|
17,771
|
16,811
|
||||||
Non-compete agreements, net of accumulated amortization of $4,560 and $4,100, respectively
|
1,909
|
2,470
|
||||||
$
|
49,311
|
$
|
48,954
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
|||||||||||||
Referral relationships
|
$
|
569
|
$
|
527
|
1,648
|
1,466
|
||||||||||
Non-compete agreements
|
172
|
231
|
460
|
632
|
||||||||||||
$
|
741
|
$
|
758
|
$
|
2,108
|
$
|
2,098
|
Referral Relationships
|
Non-Compete Agreements
|
|||||||||||
Years
|
Annual Amount
|
Years
|
Annual Amount
|
|||||||||
Ending December 31,
|
Ending December 31,
|
|||||||||||
2018
|
$
|
2,196
|
2018
|
$
|
635
|
|||||||
2019
|
$
|
2,166
|
2019
|
$
|
649
|
|||||||
2020
|
$
|
2,166
|
2020
|
$
|
436
|
|||||||
2021
|
$
|
2,166
|
2021
|
$
|
358
|
|||||||
2022
|
$
|
2,117
|
2022
|
$
|
176
|
|||||||
2023
|
$
|
2,009
|
2023
|
$
|
115
|
|||||||
Thereafter
|
$
|
6,599
|
9.
|
ACCRUED EXPENSES
|
September 30, 2018
|
December 31, 2017
|
|||||||
Salaries and related costs
|
$
|
24,064
|
$
|
16,828
|
||||
Credit balances due to patients and payors
|
6,727
|
4,158
|
||||||
Group health insurance claims
|
2,807
|
2,929
|
||||||
Income taxes payable
|
-
|
2,833
|
||||||
Other
|
6,530
|
6,594
|
||||||
Total
|
$
|
40,128
|
$
|
33,342
|
September 30, 2018
|
December 31, 2017
|
|||||||
Credit Agreement average effective interest rate of 4.0% inclusive of unused fee
|
$
|
54,000
|
$
|
54,000
|
||||
Various notes payable with $4,769 plus accrued interest due in the next year, interest accrues in the range of 3.25% through 5.0% per annum
|
5,428
|
6,772
|
||||||
59,428
|
60,772
|
|||||||
Less current portion
|
(4,769
|
)
|
(4,044
|
)
|
||||
Long term portion
|
$
|
54,659
|
$
|
56,728
|
During the twelve months ended September 30, 2019
|
$
|
4,769
|
||
During the twelve months ended September 30, 2020
|
659
|
|||
During the twelve months ended September 30, 2021
|
-
|
|||
During the twelve months ended September 30, 2022
|
54,000
|
|||
$
|
59,428
|
11.
|
COMMON STOCK
|
Date
|
% Interest Acquired
|
Number of Clinics
|
||||
January 2017 Acquisition
|
January 1
|
70%
|
17
|
|||
May 2017 Acquisition
|
May 31
|
70%
|
4
|
|||
June 2017 Acquisition
|
June 30
|
60%
|
9
|
|||
October 2017 Acquisition
|
October 31
|
70%
|
9
|
|||
August 2018 Acquisition
|
August 31
|
70%
|
4
|
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
|||||||||||||
Number of clinics, at the end of period
|
588
|
569
|
588
|
569
|
||||||||||||
Working Days
|
63
|
63
|
191
|
191
|
||||||||||||
Average visits per day per clinic
|
26.6
|
25.6
|
26.4
|
25.5
|
||||||||||||
Total patient visits
|
979,875
|
914,601
|
2,934,515
|
2,729,855
|
||||||||||||
Net patient revenue per visit
|
$
|
105.48
|
$
|
105.26
|
$
|
105.60
|
$
|
105.35
|
· |
For the quarter ended September 30, 2018 (“2018 Third Quarter”), our Operating Results increased 34.9% to $8.1 million, or $.64 per diluted share, as compared to $6.0
million, or $.48 per diluted share, in the third quarter of 2017 (“2017 Third Quarter”). Operating Results, a non-generally accepted accounting principles (“non-GAAP”) measure, is defined below.
|
· |
For the 2018 Third Quarter, our net income attributable to our shareholders, in accordance with generally accepted accounting principles (“GAAP”), was $8.1 million as
compared to $5.2 million for the 2017 Third Quarter. Earnings per diluted share of $0.13 in the 2018 Third Quarter compares to $0.41 per diluted share for the 2017 Third Quarter. For 2018, in accordance with current accounting
guidance, the revaluation of redeemable non-controlling interest, net of tax, which is charged directly to retained earnings, is included in the earnings per basic and diluted share calculation. See the schedule below for a computation
of diluted earnings per share and a reconciliation of net income attributable to our shareholders to Operating Results.
|
Three Months Ended September 30,
|
||||||||
2018
|
2017
|
|||||||
Computation of earnings per share - USPH shareholders
|
||||||||
Net income attributable to USPH shareholders
|
$
|
8,102
|
$
|
5,150
|
||||
Charges to retained earnings:
|
||||||||
Revaluation of redeemable non-controlling interest
|
$
|
(8,680
|
)
|
$
|
-
|
|||
Tax effect at statutory rate (federal and state) of 26.25%
|
2,279
|
-
|
||||||
$
|
1,701
|
$
|
5,150
|
|||||
Basic and diluted per share
|
$
|
0.13
|
$
|
0.41
|
||||
Adjustments:
|
||||||||
Interest expense MRNCI * - change in redemption value
|
-
|
1,247
|
||||||
Cost related to restatement of financials - legal and accounting
|
-
|
158
|
||||||
Revaluation of redeemable non-controlling interest
|
8,680
|
-
|
||||||
Tax effect at statutory rate (federal and state) of 26.25% and 39.25%, respectively
|
(2,279
|
)
|
(551
|
)
|
||||
Operating results
|
$
|
8,102
|
$
|
6,004
|
||||
Basic and diluted operating results per share
|
$
|
0.64
|
$
|
0.48
|
||||
Shares used in computation:
|
||||||||
Basic and diluted
|
12,685
|
12,581
|
· |
Net revenues increased $10.1 million or 9.8% from $103.0 million in the 2017 Third Quarter to $113.1 million in 2018 Third Quarter, primarily due to an increase in net
patient revenues from physical therapy operations from both internal growth and acquisitions, an increase in revenue from physical therapy management contracts primarily due to acquired contracts and an increase in the revenue from the
industrial injury prevention business from a combination of internal growth plus a recent acquisition. Our first company in the industrial injury prevention business was acquired in March 2017 and, on April 30, 2018, the Company made a
second acquisition, with the two businesses then combined. See above discussion under “Executive Summary”.
|
· |
Net patient revenues from physical therapy operations increased approximately $7.1 million, or 7.4%, to $103.4 million in the 2018 Third Quarter from $96.3 million in the
2017 Third Quarter due to an increase in total patient visits of 7.1% from 915,000 to 980,000 and an increase in the average net patient revenue per visit to $105.48 from $105.26. Of the $7.1 million increase, $4.2 million in net
patient revenues related to an increase in business of clinics opened or acquired on or prior to September 30, 2017 (“Mature Clinics”) and $2.9 million related to clinics opened or acquired after September 30, 2017 (“New Clinics”).
Revenue from physical therapy management contracts increased 12.9% to $1.9 million in the 2018 Third Quarter as compared to $1.7 million for the 2017 Third Quarter.
|
· |
The revenue from the industrial injury prevention business increased 66.8% to $7.3 million for the 2018 Third Quarter compared to $4.4 million in the 2017 Third Quarter
primarily due to internal growth ($1.3 million) and the acquisition on April 30, 2018 ($1.7 million). Other revenue was $0.6 million in the 2018 Third Quarter and $0.7 million in 2017 Third Quarter.
|
· |
For the nine months ended September 30, 2018 (“2018 First Nine Months”), our Operating Results increased 22.6% to $24.5 million, or $1.93 per diluted share, as compared to
$20.0 million, or $1.59 per diluted share, in the first nine months of 2017 (“2017 First Nine Months”). Operating Results, a non-GAAP measure, is defined below.
|
· |
For the 2018 First Nine Months, our net income attributable to our shareholders, in accordance with generally accepted accounting principles (“GAAP”), was $24.5 million as
compared to $14.9 million for the 2017 period. Earnings per diluted share of $0.88 in the 2018 First Nine Months compares to $1.19 per diluted share for the 2017 First Nine Months. For 2018, in accordance with current accounting
guidance, the revaluation of redeemable non-controlling interest, net of tax, which is charged directly to retained earnings is included in the earnings per basic and diluted share calculation. See the schedule below for a computation
of basic and diluted earnings per share and a reconciliation of net income attributable to our shareholders to Operating Results.
|
Nine Months Ended September 30,
|
||||||||
2018
|
2017
|
|||||||
Computation of earnings per share - USPH shareholders
|
||||||||
Net income attributable to USPH shareholders
|
$
|
24,465
|
$
|
14,907
|
||||
Charges to retained earnings:
|
||||||||
Revaluation of redeemable non-controlling interest
|
(18,105
|
)
|
-
|
|||||
Tax effect at statutory rate (federal and state) of 26.25%
|
4,753
|
-
|
||||||
$
|
11,113
|
$
|
14,907
|
|||||
Basic and diluted per share
|
$
|
0.88
|
$
|
1.19
|
||||
Adjustments:
|
||||||||
Interest expense MRNCI * - change in redemption value
|
-
|
7,839
|
||||||
Cost related to restatement of financials - legal and accounting
|
-
|
470
|
||||||
Revaluation of redeemable non-controlling interest
|
18,105
|
-
|
||||||
Tax effect at statutory rate (federal and state) of 26.25% and 39.25%, respectively
|
(4,753
|
)
|
(3,261
|
)
|
||||
Operating results
|
$
|
24,465
|
$
|
19,955
|
||||
Basic and diluted operating results per share
|
$
|
1.93
|
$
|
1.59
|
||||
Shares used in computation:
|
||||||||
Basic and diluted
|
12,660
|
12,563
|
· |
Net revenues increased $31.7 million or 10.4% from $304.8 million in the 2017 First Nine Months to $336.5 million in the 2018 First Nine Months, primarily due to an
increase in net patient revenues from physical therapy operations from both internal growth and acquisitions, an increase in revenue from physical therapy management contracts due to acquired contracts and an increase in the revenue
from the industrial injury prevention business from a combination of internal growth plus a recent acquisition and due to a full nine months of activity in 2018 for the business acquired in March 2017. Our first company in the
industrial injury prevention business was acquired in March 2017 and, on April 30, 2018, the Company made a second acquisition with the two businesses then combined. See above discussion under “Executive Summary”.
|
· |
Net patient revenues from physical therapy operations increased approximately $22.3 million, or 7.8%, to $309.9 million in the 2018 First Nine Months from $287.6 million in
the 2017 First Nine Months due to an increase in total patient visits of 7.5% from 2,730,000 to 2,935,000 and an increase in the average net patient revenue per visit to $105.60 from $105.35. Of the $22.3 million increase, $12.7 million
related to Mature Clinics and $9.6 million related to New Clinics. Revenue from physical therapy management contracts increased 22.1% to $6.3 million in the 2018 First Nine Months as compared to $5.1 million for the 2017 First Nine
Months.
|
· |
The revenue from the industrial injury prevention business was $18.4 million for the 2018 First Nine Months as compared to $10.2 million in the 2017 First Nine Months due
to internal growth and the recent acquisition. Other revenue was $2.0 million in the 2018 First Nine Months and $1.8 million in the 2017 First Nine Months.
|
· |
changes as the result of government enacted national healthcare reform;
|
· |
changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification status;
|
· |
revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
|
· |
business and regulatory conditions including federal and state regulations;
|
· |
governmental and other third party payor inspections, reviews, investigations and audits;
|
· |
compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for
failure to comply;
|
· |
changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients;
|
· |
revenue and earnings expectations;
|
· |
legal actions, which could subject us to increased operating costs and uninsured liabilities;
|
· |
general economic conditions;
|
· |
availability and cost of qualified physical therapists;
|
· |
personnel productivity and retaining key personnel;
|
· |
competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs
including the possible write-down or write-off of goodwill and other intangible assets;
|
· |
acquisitions, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the acquired businesses;
|
· |
maintaining our information technology systems with adequate safeguards to protect against cyber attacks;
|
· |
maintaining adequate internal controls;
|
· |
maintaining necessary insurance coverage;
|
· |
availability, terms, and use of capital; and
|
· |
weather and other seasonal factors.
|
(a) |
Evaluation of Disclosure Controls and Procedures
|
(b) |
Changes in Internal Control Over Financial Reporting
|
Exhibit
Number
|
Description
|
31.1*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
31.2*
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
31.3*
|
Rule 13a-14(a)/15d-14(a) Certification of Corporate Controller.
|
32*
|
Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith
|
U.S. PHYSICAL THERAPY, INC.
|
||
Date: November 7, 2018
|
By:
|
/s/ LAWRANCE W. MCAFEE
|
Lawrance W. McAfee
|
||
Chief Financial Officer
|
||
(duly authorized officer and principal financial and accounting officer)
|
||
By:
|
/s/ JON C. BATES
|
|
Jon C. Bates
|
||
Vice President/Corporate Controller
|
Exhibit
Number
|
Description
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
|
|
Rule 13a-14(a)/15d-14(a) Certification of Corporate Controller.
|
|
Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS*
|
XBRL Instance Document
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* |
Filed herewith
|