☒ |
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. | Legal Proceedings | 38 |
Item 6.
|
39
|
|
40 |
||
Certifications
|
June 30, 2018
|
December 31, 2017
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
27,148
|
$
|
21,933
|
||||
Patient accounts receivable, less allowance for doubtful accounts of $2,790 and $2,273, respectively
|
45,424
|
44,707
|
||||||
Accounts receivable - other
|
8,589
|
5,655
|
||||||
Other current assets
|
5,247
|
4,786
|
||||||
Total current assets
|
86,408
|
77,081
|
||||||
Fixed assets:
|
||||||||
Furniture and equipment
|
51,923
|
51,100
|
||||||
Leasehold improvements
|
30,421
|
29,760
|
||||||
Fixed assets, gross
|
82,344
|
80,860
|
||||||
Less accumulated depreciation and amortization
|
62,652
|
60,475
|
||||||
Fixed assets, net
|
19,692
|
20,385
|
||||||
Goodwill
|
284,624
|
271,338
|
||||||
Other identifiable intangible assets, net
|
48,435
|
48,954
|
||||||
Other assets
|
1,384
|
1,224
|
||||||
Total assets
|
$
|
440,543
|
$
|
418,982
|
||||
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING
INTERESTS
|
||||||||
Current liabilities:
|
||||||||
Accounts payable - trade
|
$
|
1,705
|
$
|
2,165
|
||||
Accrued expenses
|
35,367
|
33,342
|
||||||
Current portion of notes payable
|
4,817
|
4,044
|
||||||
Total current liabilities
|
41,889
|
39,551
|
||||||
Notes payable, net of current portion
|
607
|
2,728
|
||||||
Revolving line of credit
|
56,000
|
54,000
|
||||||
Mandatorily redeemable non-controlling interests
|
-
|
327
|
||||||
Deferred taxes
|
9,584
|
10,875
|
||||||
Deferred rent
|
1,913
|
2,116
|
||||||
Other long-term liabilities
|
775
|
743
|
||||||
Total liabilities
|
110,768
|
110,340
|
||||||
Redeemable non-controlling interests
|
117,027
|
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, 14,900,575 and 14,809,299 shares issued,
respectively
|
149
|
148
|
||||||
Additional paid-in capital
|
77,099
|
73,940
|
||||||
Retained earnings
|
165,991
|
162,406
|
||||||
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
Total USPH shareholders’ equity
|
211,611
|
204,866
|
||||||
Non-controlling interests
|
1,137
|
1,204
|
||||||
Total USPH shareholders' equity and non-controlling interests
|
212,748
|
206,070
|
||||||
Total liabilities, redeemable non-controlling interests, USPH shareholders' equity and non-controlling
interests
|
$
|
440,543
|
$
|
418,982
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30, 2018
|
June 30, 2017
|
June 30, 2018
|
June 30, 2017
|
|||||||||||||
Net patient revenues
|
$
|
105,989
|
$
|
97,657
|
$
|
206,541
|
$
|
191,311
|
||||||||
Other revenues
|
9,109
|
6,594
|
16,899
|
10,505
|
||||||||||||
Net revenues
|
115,098
|
104,251
|
223,440
|
201,816
|
||||||||||||
Operating costs:
|
||||||||||||||||
Salaries and related costs
|
64,607
|
58,779
|
126,886
|
114,606
|
||||||||||||
Rent, supplies, contract labor and other
|
22,168
|
20,033
|
43,944
|
40,120
|
||||||||||||
Provision for doubtful accounts
|
1,151
|
888
|
2,212
|
1,786
|
||||||||||||
Closure costs
|
18
|
17
|
30
|
23
|
||||||||||||
Total operating costs
|
87,944
|
79,717
|
173,072
|
156,535
|
||||||||||||
Gross profit
|
27,154
|
24,534
|
50,368
|
45,281
|
||||||||||||
Corporate office costs
|
10,128
|
8,856
|
20,291
|
17,403
|
||||||||||||
Operating income
|
17,026
|
15,678
|
30,077
|
27,878
|
||||||||||||
Interest and other income, net
|
22
|
23
|
54
|
47
|
||||||||||||
Interest expense:
|
||||||||||||||||
Mandatorily redeemable non-controlling interests - change in redemption value
|
-
|
(3,923
|
)
|
-
|
(6,592
|
)
|
||||||||||
Mandatorily redeemable non-controlling interests - earnings allocable
|
-
|
(1,787
|
)
|
-
|
(3,081
|
)
|
||||||||||
Debt and other
|
(545
|
)
|
(516
|
)
|
(1,098
|
)
|
(931
|
)
|
||||||||
Total interest expense
|
(545
|
)
|
(6,226
|
)
|
(1,098
|
)
|
(10,604
|
)
|
||||||||
Income before taxes
|
16,503
|
9,475
|
29,033
|
17,321
|
||||||||||||
Provision for income taxes
|
3,267
|
3,085
|
5,743
|
4,897
|
||||||||||||
Net income
|
13,236
|
6,390
|
23,290
|
12,424
|
||||||||||||
Less: net income attributable to non-controlling interests
|
(3,990
|
)
|
(1,449
|
)
|
(6,927
|
)
|
(2,667
|
)
|
||||||||
Net income attributable to USPH shareholders
|
$
|
9,246
|
$
|
4,941
|
$
|
16,363
|
$
|
9,757
|
||||||||
Basic and diluted earnings per share attributable to USPH shareholders
|
$
|
0.48
|
$
|
0.39
|
$
|
0.74
|
$
|
0.78
|
||||||||
Shares used in computation - basic and diluted
|
12,677
|
12,579
|
12,647
|
12,553
|
||||||||||||
Dividends declared per common share
|
$
|
0.23
|
$
|
0.20
|
$
|
0.46
|
$
|
0.40
|
Six Months Ended
|
|||||||||
June 30, 2018
|
June 30, 2017
|
||||||||
OPERATING ACTIVITIES
|
|||||||||
Net income including non-controlling interests
|
$
|
23,290
|
$
|
12,424
|
|||||
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating
activities:
|
|||||||||
Depreciation and amortization
|
4,866
|
4,789
|
|||||||
Provision for doubtful accounts
|
2,212
|
1,786
|
|||||||
Equity-based awards compensation expense
|
2,937
|
2,345
|
|||||||
Loss on sale of fixed assets
|
94
|
65
|
|||||||
Deferred income taxes
|
(1,736
|
)
|
(985
|
)
|
|||||
Changes in operating assets and liabilities:
|
|||||||||
Increase in patient accounts receivable
|
(2,141
|
)
|
(4,006
|
)
|
|||||
Increase in accounts receivable - other
|
(2,934
|
)
|
(3,406
|
)
|
|||||
Increase in other assets
|
(140
|
)
|
(2,342
|
)
|
|||||
Increase in accounts payable and accrued expenses
|
4,845
|
5,043
|
|||||||
Increase in mandatorily redeemable non-controlling interests
|
-
|
6,401
|
|||||||
(Decrease) increase in other liabilities
|
(672
|
)
|
77
|
||||||
Net cash provided by operating activities
|
30,621
|
22,191
|
|||||||
INVESTING ACTIVITIES
|
|||||||||
Purchase of fixed assets
|
(3,270
|
)
|
(3,245
|
)
|
|||||
Purchase of businesses, net of cash acquired
|
(9,118
|
)
|
(33,665
|
)
|
|||||
Purchase of non-controlling interest
|
(245
|
)
|
-
|
||||||
Proceeds on sale of fixed assets
|
1
|
62
|
|||||||
Net cash used in investing activities
|
(12,632
|
)
|
(36,848
|
)
|
|||||
FINANCING ACTIVITIES
|
|||||||||
Distributions to non-controlling interests, permanent and temporary equity
|
(6,735
|
)
|
(2,665
|
)
|
|||||
Cash dividends paid to shareholders
|
(5,828
|
)
|
(2,516
|
)
|
|||||
Proceeds from revolving line of credit
|
55,000
|
49,000
|
|||||||
Payments on revolving line of credit
|
(53,000
|
)
|
(26,000
|
)
|
|||||
Payments to settle mandatorily redeemable non-controlling interests
|
(265
|
)
|
(2,230
|
)
|
|||||
Principal payments on notes payable
|
(1,898
|
)
|
(777
|
)
|
|||||
Other
|
(48
|
)
|
40
|
||||||
Net (cash used in) provided by financing activities
|
(12,774
|
)
|
14,852
|
||||||
Net increase in cash and cash equivalents
|
5,215
|
195
|
|||||||
Cash and cash equivalents - beginning of period
|
21,933
|
20,047
|
|||||||
Cash and cash equivalents - end of period
|
$
|
27,148
|
$
|
20,242
|
|||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|||||||||
Cash paid during the period for:
|
|||||||||
Income taxes
|
$
|
7,483
|
$
|
7,516
|
|||||
Interest
|
$
|
1,106
|
$
|
104
|
|||||
Non-cash investing and financing transactions during the period:
|
|||||||||
Purchase of business - seller financing portion
|
$
|
550
|
$
|
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
|
91
|
1
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
|||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest, net of tax
|
-
|
-
|
-
|
(6,951
|
)
|
-
|
-
|
(6,951
|
)
|
-
|
(6,951
|
)
|
||||||||||||||||||||||||
Compensation expense - equity-based awards
|
-
|
-
|
2,937
|
-
|
-
|
-
|
2,937
|
-
|
2,937
|
|||||||||||||||||||||||||||
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans
|
-
|
-
|
373
|
-
|
-
|
-
|
373
|
-
|
373
|
|||||||||||||||||||||||||||
Purchase of non-controlling interest
|
-
|
-
|
(151
|
)
|
-
|
-
|
-
|
(151
|
)
|
(42
|
)
|
(193
|
)
|
|||||||||||||||||||||||
Dividends paid to USPT shareholders
|
-
|
-
|
-
|
(5,828
|
)
|
-
|
-
|
(5,828
|
)
|
-
|
(5,828
|
)
|
||||||||||||||||||||||||
Distributions to non-controlling interest partners
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,656
|
)
|
(2,656
|
)
|
|||||||||||||||||||||||||
Other
|
-
|
-
|
-
|
1
|
-
|
-
|
1
|
50
|
51
|
|||||||||||||||||||||||||||
Net income
|
-
|
-
|
-
|
16,363
|
-
|
-
|
16,363
|
2,581
|
18,944
|
|||||||||||||||||||||||||||
Balance June 30, 2018
|
14,900
|
149
|
77,099
|
165,991
|
(2,215
|
)
|
(31,628
|
)
|
$
|
211,611
|
1,137
|
212,748
|
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
|
2.
|
ACQUISITIONS OF BUSINESSES
|
Cash paid, net of cash acquired
|
$
|
9,118
|
||
Seller notes
|
550
|
|||
Total consideration
|
$
|
9,668
|
||
Estimated fair value of net tangible assets acquired:
|
||||
Total current assets
|
$
|
1,232
|
||
Total non-current assets
|
17
|
|||
Total liabilities
|
(74
|
)
|
||
Net tangible assets acquired
|
$
|
1,175
|
||
Referral relationships
|
1,121
|
|||
Non-compete
|
226
|
|||
Tradename
|
1,475
|
|||
Goodwill
|
10,534
|
|||
Fair value of non-controlling interest (classified as redeemable non-controlling interests)
|
(4,863
|
)
|
||
$
|
9,668
|
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
|
(2,922
|
)
|
||
Net tangible assets acquired
|
$
|
4,362
|
||
Referral relationships
|
4,612
|
|||
Non-compete
|
736
|
|||
Tradename
|
6,228
|
|||
Goodwill
|
47,059
|
|||
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
|
Six Months Ended
|
|||||||||||||||
June 30, 2018
|
June 30, 2017
|
June 30, 2018
|
June 30, 2017
|
|||||||||||||
Net patient revenues
|
$
|
105,989
|
$
|
97,657
|
$
|
206,541
|
$
|
191,311
|
||||||||
Management contract revenues
|
2,160
|
1,617
|
4,397
|
3,474
|
||||||||||||
Industrial injury prevention services revenues
|
6,274
|
4,382
|
11,126
|
5,888
|
||||||||||||
Other revenues
|
675
|
595
|
1,376
|
1,143
|
||||||||||||
$
|
115,098
|
$
|
104,251
|
$
|
223,440
|
$
|
201,816
|
4.
|
EARNINGS PER SHARE
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Computation of earnings per share - USPH shareholders
|
||||||||||||||||
Net income attributable to USPH shareholders
|
$
|
9,246
|
$
|
4,941
|
$
|
16,363
|
$
|
9,757
|
||||||||
Charges to retained earnings:
|
||||||||||||||||
Revaluation of redeemable non-controlling interest
|
$
|
(4,344
|
)
|
$
|
-
|
(9,425
|
)
|
-
|
||||||||
Tax effect at statutory rate (federal and state) of 26.25%
|
1,140
|
-
|
2,474
|
-
|
||||||||||||
$
|
6,042
|
$
|
4,941
|
$
|
9,412
|
$
|
9,757
|
|||||||||
Basic and diluted per share
|
$
|
0.48
|
$
|
0.39
|
$
|
0.74
|
$
|
0.78
|
||||||||
Shares used in computation:
|
||||||||||||||||
Basic and diluted
|
12,677
|
12,579
|
12,647
|
12,553
|
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 fifth anniversary 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 “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 “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 “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 AllocablePortion, in each case at the purchase price described in “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 “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
June 30, 2018 |
Six Months Ended
June 30, 2018 |
|||||||
Beginning balance
|
$
|
108,085
|
$
|
102,572
|
||||
Operating results allocated to redeemable non-controlling interest partners
|
2,610
|
4,346
|
||||||
Distributions to redeemable non-controlling interest partners
|
(2,720
|
)
|
(4,079
|
)
|
||||
Changes in the fair value of redeemable non-controlling interest
|
4,344
|
9,425
|
||||||
Purchase of new business
|
4,863
|
4,863
|
||||||
Other
|
(155
|
)
|
(100
|
)
|
||||
Ending balance
|
$
|
117,027
|
$
|
117,027
|
June 30, 2018
|
||||
Contractual time period has lapsed but holder's employment has not been terminated
|
$
|
34,144
|
||
Contractual time period has not lapsed and holder's employment has not been terminated
|
82,883
|
|||
Fair value
|
$
|
117,027
|
7.
|
GOODWILL
|
Six Months Ended
June 30, 2018 |
||||
Beginning balance
|
$
|
271,338
|
||
Goodwill acquired during the year
|
10,534
|
|||
Goodwill adjustments for purchase price allocation of businesses acquired in prior year
|
2,752
|
|||
Ending balance
|
$
|
284,624
|
8.
|
INTANGIBLE ASSETS, NET
|
June 30, 2018
|
December 31, 2017
|
|||||||
Tradenames
|
$
|
28,934
|
$
|
29,673
|
||||
Referral relationships, net of accumulated amortization of $8,288 and $7,209, respectively
|
17,580
|
16,811
|
||||||
Non-compete agreements, net of accumulated amortization of $4,388 and $4,100, respectively
|
1,921
|
2,470
|
||||||
$
|
48,435
|
$
|
48,954
|
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30, 2018
|
June 30, 2017
|
June 30, 2018
|
June 30, 2017
|
|||||||||||||
Referral relationships
|
$
|
559
|
$
|
481
|
1,079
|
939
|
||||||||||
Non-compete agreements
|
91
|
206
|
288
|
401
|
||||||||||||
$
|
650
|
$
|
687
|
$
|
1,367
|
$
|
1,340
|
Referral Relationships
|
Non-Compete Agreements
|
|||||||||||
Years
|
Annual Amount
|
Years
|
Annual Amount
|
|||||||||
Ending December 31,
|
Ending December 31,
|
|||||||||||
2018
|
$
|
2,170
|
2018
|
$
|
626
|
|||||||
2019
|
$
|
2,089
|
2019
|
$
|
622
|
|||||||
2020
|
$
|
2,089
|
2020
|
$
|
409
|
|||||||
2021
|
$
|
2,089
|
2021
|
$
|
331
|
|||||||
2022
|
$
|
2,040
|
2022
|
$
|
150
|
|||||||
2023
|
$
|
1,933
|
2023
|
$
|
71
|
|||||||
Thereafter
|
$
|
6,249
|
9.
|
ACCRUED EXPENSES
|
June 30, 2018
|
December 31, 2017
|
|||||||
Salaries and related costs
|
$
|
20,363
|
$
|
16,828
|
||||
Credit balances due to patients and payors
|
6,050
|
4,158
|
||||||
Group health insurance claims
|
2,969
|
2,929
|
||||||
Income taxes payable
|
-
|
2,833
|
||||||
Other
|
5,985
|
6,594
|
||||||
Total
|
$
|
35,367
|
$
|
33,342
|
10.
|
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT
|
June 30, 2018
|
December 31, 2017
|
|||||||
Credit Agreement average effective interest rate of 3.8% inclusive of unused fee
|
$
|
56,000
|
$
|
54,000
|
||||
Various notes payable with $4,817 plus accrued interest due in the next year, interest accrues in the range of 3.25% through 4.75% per annum
|
5,424
|
6,772
|
||||||
61,424
|
60,772
|
|||||||
Less current portion
|
(4,817
|
)
|
(4,044
|
)
|
||||
Long term portion
|
$
|
56,607
|
$
|
56,728
|
During the twelve months ended June 30, 2019
|
$
|
4,817
|
||
During the twelve months ended June 30, 2020
|
607
|
|||
During the twelve months ended June 30, 2021
|
-
|
|||
During the twelve months ended June 30, 2022
|
56,000
|
|||
$
|
61,424
|
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
|
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||
June 30, 2018
|
June 30, 2017
|
June 30, 2018
|
June 30, 2017
|
|||||||||||||
Number of clinics, at the end of period
|
581
|
566
|
581
|
566
|
||||||||||||
Working Days
|
64
|
64
|
128
|
128
|
||||||||||||
Average visits per day per clinic
|
26.9
|
25.8
|
26.3
|
25.5
|
||||||||||||
Total patient visits
|
998,403
|
923,624
|
1,954,640
|
1,815,254
|
||||||||||||
Net patient revenue per visit
|
$
|
106.16
|
$
|
105.73
|
$
|
105.67
|
$
|
105.39
|
· |
For the quarter ended June 30, 2018 (“2018 Second Quarter”), our Operating Results increased 24.4% to $9.2 million, or $.73 per diluted share, as compared to $7.4
million, or $.59 per diluted share, in the second quarter of 2017 (“2017 Second Quarter”). Operating Results, a non-generally accepted accounting principles (“non-GAAP”) measure, is defined below.
|
· |
For the 2018 Second Quarter, our net income attributable to our shareholders, in accordance with generally accepted accounting principles (“GAAP”), was $9.2 million as
compared to $4.9 million for the 2017 Second Quarter. Earnings per diluted share of $0.48 in the 2018 Second Quarter compares to $0.39 per diluted share for the 2017 Second 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 June 30,
|
||||||||
2018
|
2017
|
|||||||
Computation of earnings per share - USPH shareholders
|
||||||||
Net income attributable to USPH shareholders
|
$
|
9,246
|
$
|
4,941
|
||||
Charges to retained earnings:
|
||||||||
Revaluation of redeemable non-controlling interest
|
$
|
(4,344
|
)
|
$
|
-
|
|||
Tax effect at statutory rate (federal and state) of 26.25%
|
1,140
|
-
|
||||||
$
|
6,042
|
$
|
4,941
|
|||||
Basic and diluted per share
|
$
|
0.48
|
$
|
0.39
|
||||
Adjustments:
|
||||||||
Interest expense MRNCI * - change in redemption value
|
-
|
3,923
|
||||||
Cost related to restatement of financials - legal and accounting
|
-
|
177
|
||||||
Revaluation of redeemable non-controlling interest
|
4,344
|
-
|
||||||
Tax effect at statutory rate (federal and state) of 26.25% and 39.25%, respectively
|
(1,140
|
)
|
(1,609
|
)
|
||||
Operating results
|
$
|
9,246
|
$
|
7,432
|
||||
Basic and diluted operating results per share
|
$
|
0.73
|
$
|
0.59
|
||||
Shares used in computation:
|
||||||||
Basic and diluted
|
12,677
|
12,579
|
· |
Net revenues increased $10.8 million or 10.4% from $104.3 million in the 2017 Second Quarter to $115.1 million in 2018 Second 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 initial 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 $8.3 million, or 8.5%, to $106.0 million in the 2018 Second Quarter from $97.6 million in
the 2017 Second Quarter due to an increase in total patient visits of 8.1% from 924,000 to 999,000 and an increase in the average net patient revenue per visit to $106.16 from $105.73. Of the $8.3 million increase, $4.6 million in
net patient revenues related to an increase in business of clinics opened or acquired on or prior to June 30, 2017 (“Mature Clinics”) and $3.7 million related to clinics opened or acquired after June 30, 2017 (“New Clinics”). Revenue
from physical therapy management contracts increased 33.6% to $2.2 million in the 2018 Second Quarter as compared to $1.6 million for the 2017 Second Quarter.
|
· |
The revenue from the industrial injury prevention business increased 43.2% to $6.3 million for the 2018 Second Quarter compared to $4.4 million in the 2017 Second Quarter
primarily due to internal growth ($0.8 million) and the acquisition on April 30, 2018 ($1.1 million). Other revenue was $0.6 million in both the 2018 and 2017 second quarters.
|
· |
For the six months ended June 30, 2018 (“2018 First Six Months”), our Operating Results increased 17.3% to $16.4 million, or $1.29 per diluted share, as compared to $14.0
million, or $1.11 per diluted share, in the first six months of 2017 (“2017 First Six Months”). Operating Results, a non-generally accepted accounting principles (“non-GAAP”) measure, is defined below.
|
· |
For the 2018 First Six Months, our net income attributable to our shareholders, in accordance with generally accepted accounting principles (“GAAP”), was $16.4 million as
compared to $9.8 million for the 2017 period. Earnings per diluted share of $0.74 in the 2018 First Six Months compares to $0.78 per diluted share for the 2017 First Six 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.
|
|
Six Months Ended June 30,
|
|||||||
|
2018
|
2017
|
||||||
Computation of earnings per share - USPH shareholders
|
||||||||
Net income attributable to USPH shareholders
|
$
|
16,363
|
$
|
9,757
|
||||
Charges to retained earnings:
|
||||||||
Revaluation of redeemable non-controlling interest
|
(9,425
|
)
|
-
|
|||||
Tax effect at statutory rate (federal and state) of 26.25%
|
2,474
|
-
|
||||||
$
|
9,412
|
$
|
9,757
|
|||||
Basic and diluted per share
|
$
|
0.74
|
$
|
0.78
|
||||
|
||||||||
Adjustments:
|
||||||||
Interest expense MRNCI * - change in redemption value
|
-
|
6,592
|
||||||
Cost related to restatement of financials - legal and accounting
|
-
|
312
|
||||||
Revaluation of redeemable non-controlling interest
|
9,425
|
-
|
||||||
Tax effect at statutory rate (federal and state) of 26.25% and 39.25%, respectively
|
(2,474
|
)
|
(2,710
|
)
|
||||
Operating results
|
$
|
16,363
|
$
|
13,951
|
||||
Basic and diluted operating results per share
|
$
|
1.29
|
$
|
1.11
|
||||
Shares used in computation:
|
||||||||
Basic and diluted
|
12,647
|
12,553
|
· |
Net revenues increased $21.7 million or 10.7% from $201.8 million in the 2017 First Six Months to $223.4 million in the 2018 First Six 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 six 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 $15.2 million, or 8.0%, to $206.5 million in the 2018 First Six Months from $191.3 million
in the 2017 First Six Months due to an increase in total patient visits of 7.7% from 1,815,000 to 1,955,000 and an increase in the average net patient revenue per visit to $105.67 from $105.39. Of the $15.2 million increase, $8.6
million related to Mature Clinics and $6.6 million related to New Clinics. Revenue from physical therapy management contracts increased 26.6% to $4.4 million in the 2018 First Six Months as compared to $3.5 million for the 2017 First
Six Months.
|
· |
The revenue from the industrial injury prevention business was $11.1 million for the 2018 First Six Months as compared to $5.9 million in the 2017 First Six Months due to
internal growth and the recent acquisition. Other revenue was $1.4 million in the 2018 First Six Months and $1.1 million in the 2017 First Six 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;
|
· |
cost, risks and uncertainties associated with the Company’s recent restatement of its prior financial statements due to the correction of its accounting methodology for
redeemable noncontrolling partnership interests, and including any pending and future claims or proceedings relating to such matters;
|
· |
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
|
10.1
|
U.S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by reference to
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
10.2
|
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
10.3
|
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by reference to
Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
10.4
|
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by reference to
Exhibit 99.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
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: August 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
|
U.S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by reference to
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
|
U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
|
U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by reference to
Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
|
U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2018, effective April 9, 2018 (incorporated by reference to
Exhibit 99.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 12, 2018).
|
|
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
|
1. |
I have reviewed this quarterly report on Form 10-Q of U.S. Physical Therapy, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ CHRISTOPHER READING
|
|
Christopher Reading
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
Date: August 7, 2018
|
1. |
I have reviewed this quarterly report on Form 10-Q of U.S. Physical Therapy, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ LAWRANCE W. MCAFEE
|
|
Lawrance W. McAfee
|
|
Chief Financial Officer
|
|
(principal financial and accounting officer)
|
|
Date: August 7, 2018
|
1. |
I have reviewed this quarterly report on Form 10-Q of U.S. Physical Therapy, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ JON C. BATES
|
|
Jon C. Bates
|
|
Vice President/Corporate Controller
|
|
Date: August 7, 2018
|
/s/ CHRISTOPHER J. READING
|
|
Christopher J. Reading
|
|
Chief Executive Officer
|
|
/s/ LAWRANCE W. MCAFEE
|
|
Lawrance W. McAfee
|
|
Chief Financial Officer
|
|
/s/ JON C. BATES
|
|
Jon C. Bates
|
|
Vice President/Corporate Controller
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Aug. 07, 2018 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | U S PHYSICAL THERAPY INC /NV | |
Entity Central Index Key | 0000885978 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,685,838 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 |
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Current assets: | ||
Allowance for doubtful accounts, patient accounts receivable | $ 2,790 | $ 2,273 |
U.S. Physical Therapy, Inc. ("USPH") shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 14,900,575 | 14,809,299 |
Treasury stock (in shares) | 2,214,737 | 2,214,737 |
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (unaudited) - 6 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Retained Earnings [Member] |
Treasury Stock [Member] |
Total Shareholders' Equity [Member] |
Non-Controlling Interests [Member] |
Total |
---|---|---|---|---|---|---|---|
Beginning balance at Dec. 31, 2017 | $ 148 | $ 73,940 | $ 162,406 | $ (31,628) | $ 204,866 | $ 1,204 | $ 206,070 |
Beginning balance (in shares) at Dec. 31, 2017 | 14,809 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock, net of cancellation | $ 1 | 0 | 0 | $ 0 | 1 | 0 | 1 |
Issuance of restricted stock, net of cancellation (in shares) | 91 | 0 | |||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | (6,951) | $ 0 | (6,951) | 0 | (6,951) |
Compensation expense - equity-based awards | 0 | 2,937 | 0 | 0 | 2,937 | 0 | 2,937 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 373 | 0 | 0 | 373 | 0 | 373 |
Purchase of non-controlling interest | 0 | (151) | 0 | 0 | (151) | (42) | (193) |
Dividends paid to USPT shareholders | 0 | 0 | (5,828) | 0 | (5,828) | 0 | (5,828) |
Distributions to non-controlling interest partners | 0 | 0 | 0 | 0 | 0 | (2,656) | (2,656) |
Other | 0 | 0 | 1 | 0 | 1 | 50 | 51 |
Net income | 0 | 0 | 16,363 | 0 | 16,363 | 2,581 | 18,944 |
Ending balance at Jun. 30, 2018 | $ 149 | $ 77,099 | $ 165,991 | $ (31,628) | $ 211,611 | $ 1,137 | $ 212,748 |
Ending balance (in shares) at Jun. 30, 2018 | 14,900 | (2,215) |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
The consolidated financial statements include the accounts of U.S. Physical Therapy, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated. The Company primarily operates through subsidiary clinic partnerships, in which the Company generally owns a 1% general partnership interest in all the Clinic Partnerships. Our limited partnership interests range from 49% to 99% in the Clinic Partnerships. The managing therapist of each clinic owns, directly or indirectly, the remaining limited partnership interest in the majority of the clinics (hereinafter referred to as “Clinic Partnerships”). To a lesser extent, the Company operates some clinics, through wholly-owned subsidiaries, under profit sharing arrangements with therapists (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. The Company also looks for therapists with whom to establish new, de novo clinics to be owned jointly by the Company and such therapists; in these situations, the therapist is offered the opportunity to co-invest in the new clinic and also receives a competitive salary for managing the clinic. 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, retaining a non-controlling ownership interest in the clinics and receiving 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. For the foreseeable future, we intend to continue to acquire clinic practices and continue to focus on developing new clinics and opening satellite clinics where appropriate, along with increasing our patient volume through marketing and new clinical programs. On April 30, 2018, the Company acquired a 65% interest in a business in the industrial injury prevention market. The 55% interest in the initial industrial injury prevention business acquired by the Company was purchased in March 2017. On April 30, 2018, the Company made a second acquisition and subsequently merged the two businesses. After the combination, the Company owns a 59.45% interest in the combined business. Services provided include onsite injury prevention and rehabilitation, performance optimization 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. The Company performs these services through Industrial Sports Medicine Professionals, consisting primarily of both physical therapists and highly specialized certified athletic trainers (ATCs). On February 28, 2018, the Company, through one of its majority owned Clinic Partnerships, acquired two clinic practices. These practices will operate as satellites of the existing Clinic Partnership. During the year ended December 31, 2017, the Company acquired an interest in the following clinic groups:
Also, during the 2017 year, the Company purchased the assets and business of two physical therapy clinics in separate transactions. One clinic was consolidated with an existing clinic and the other operates as a satellite clinic of one of the existing Clinic Partnerships. As of June 30, 2018, the Company operated 581 clinics in 42 states, as well as the industrial injury prevention business. The Company also manages physical therapy facilities for third parties, primarily hospital and physicians, with 28 third-party facilities under management as of June 30, 2018. The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition. The Company intends to continue to pursue additional acquisition opportunities, develop new clinics and open satellite clinics. 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. For further information regarding the Company’s accounting policies, please read the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The Company believes, and the Chief Executive Officer, Chief Financial Officer and Corporate Controller have certified, that the financial statements included in this report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. Operating results for the six months ended June 30, 2018 are not necessarily indicative of the results the Company expects for the entire year. Please also review the Risk Factors section included in our Annual Report on Form 10-K for the year ended December 31, 2017. 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 non-controlling interests. For acquired Clinic Partnerships with mandatorily redeemable non-controlling interests, the earnings and liabilities attributable to the non-controlling interest were recorded within the consolidated statements of income line item: Interest expense – mandatorily redeemable non-controlling interests – earnings allocable and in the consolidated balance sheet line item: Mandatorily redeemable non-controlling interests. For acquired Clinic Partnerships with redeemable non-controlling interests, the earnings attributable to the redeemable non-controlling interests are recorded within the consolidated statements of income line item – net income attributable to non-controlling interests and the equity interests are recorded on the consolidated balance sheet as redeemable non-controlling interests. Effective December 31, 2017, the Company entered into amendments to its acquired limited partnership agreements replacing the mandatory redemption feature. No monetary consideration was paid to the partners to amend the agreements. The amended limited partnership agreements provide that, upon certain events, the Company has a call right (the “Call Right”) and the selling entity has a put right (the “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. The Company accounted for the amendment of its limited partnership agreements as an extinguishment of the outstanding Seller Entity Interests, as defined in Footnote 5, classified as liabilities through the issuance of new Seller Entity Interests classified in temporary equity. Pursuant to ASC 470-50-40-2, the Company removed the outstanding liability-classified Seller Entity Interests at their carrying amounts, recognized the new temporary-equity-classified Seller Entity Interests at their fair value, and recorded no gain or loss on extinguishment, as management believes the redemption value (i.e. the carrying amount) and fair value are the same. In summary, the redemption values of the mandatorily redeemable non-controlling interest (previously classified as liabilities) were reclassified as redeemable non-controlling interest (temporary equity) at fair value on the December 31, 2017 consolidated balance sheet. The remaining balance of $327,000 in the line item – Mandatorily redeemable non-controlling interests – relates to one limited partnership agreement that was not amended, as the non-controlling interest was purchased by the Company in January 2018. See Footnote 5 - Mandatorily redeemable non-controlling interests – and Footnote 6 - Redeemable non-controlling interests – for further discussion. 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 profit sharing therapists. The amount is expensed as compensation and included in operating costs – salaries and related costs. The respective liability is included in current liabilities – accrued expenses on the balance sheets. Significant Accounting Policies Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related on deposits in excess of FDIC insurance coverage. Management believes that the risk is not significant. Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment range from three to eight years and for purchased software from three to seven years. Leasehold improvements are amortized over the shorter of the lease term or estimated useful lives of the assets, which is generally three to five years. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances which indicate that the amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Goodwill 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 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. The fair value of goodwill and other identifiable intangible assets with indefinite lives are tested for impairment annually and upon the occurrence of certain events, and are written down to fair value if considered impaired. The Company evaluates goodwill for impairment on at least an annual basis (in its third quarter) by comparing the fair value of its reporting units to the carrying value of each reporting unit including related goodwill. The Company evaluates indefinite lived tradenames using the relief from royalty method in conjunction with its annual goodwill impairment test. The Company operates a one segment business which is made up of various clinics within partnerships. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining the Company’s reporting units when performing its annual goodwill impairment test. In the second quarter of 2018, there were six regions. In addition to the six regions, during 2017, the impairment test included a separate analysis for the industrial injury prevention business, a separate reporting unit. 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. The estimated fair value of a reporting unit is determined using two factors: (i) earnings prior to taxes, depreciation and amortization for the reporting unit multiplied by a price/earnings ratio used in the industry and (ii) a discounted cash flow analysis. A weight is assigned to each factor and the sum of each weight times the factor is considered the estimated fair value. For 2017, the factors (i.e., price/earnings ratio, discount rate and residual capitalization rate) were updated to reflect current market conditions. The evaluation of goodwill in 2017, 2016 and 2015 did not result in any goodwill amounts that were deemed impaired. The Company has not identified any triggering events occurring after the testing date that would impact the impairment testing results obtained. The Company will continue to monitor for any triggering events or other indicators of impairment. Redeemable Non-Controlling Interests The non-controlling interests that are reflected as redeemable non-controlling interests in the consolidated financial statements consist of those that 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 at a predetermined formula based on a multiple of trailing twelve months earnings performance as defined in the respective limited partnership agreements. The 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 three to five years, as defined in the limited partnership agreement. 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 interests. 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 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 value. The Company records any adjustment in the redemption value, net of tax, directly to retained earnings and are not reflected in the consolidated statements of income. Although the adjustments are not reflected in the consolidated statements of 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 statement of income. Management believes the redemption value (i.e. the carrying amount) and fair value are the same. Non-Controlling Interests The Company recognizes non-controlling interests, in which the Company has no obligation but the right to purchase the non-controlling interests, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interests is included in consolidated net income on the face of the 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. Revenue Recognition Revenues are recognized in the period in which services are rendered. See Footnote 3 for further discussion of revenue recognition. Allowance for Doubtful Accounts The Company determines allowances for doubtful accounts based on the specific agings and payor classifications at each clinic. The provision for doubtful accounts is included in operating costs in the statement of net income. Net accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and allowance for doubtful accounts, 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 bases 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 Tax Cuts and Jobs Act of 2017 (the “TCJA”) was passed by Congress on December 20, 2017 and signed into law by President Trump on December 22, 2017. The TCJA makes significant changes to U.S. corporate income tax laws including a decrease in the corporate income tax rate to 21% effective January 1, 2018. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the six months ended June 30, 2018. The Company records any interest or penalties, if required, in interest and other expense, as appropriate. Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount under the Amended Credit Agreement approximates its fair value. The interest rate on the Amended Credit Agreement, which is tied to the Eurodollar Rate, is set at various short-term intervals, as detailed in the Amended Credit Agreement. Segment Reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company identifies operating segments based on management responsibility and believes it meets the criteria for aggregating its operating segments into a single reporting segment. 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, purchase accounting, goodwill impairment, 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. Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through June 30, 2018. 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, other than officers, lapse in equal annual installments on the following four anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the first year after the date of grant. For those granted to officers, 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 restricted stock issued is included in basic and diluted shares for the earnings per share computation. Recently Adopted Accounting Guidance In May 2014, March 2016, April 2016, and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively “the standards”), respectively, which supersede most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. The original standards were effective for fiscal years beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of these standards, with a new effective date for fiscal years beginning after December 15, 2017. The standards require the selection of a retrospective or cumulative effect transition method. The Company implemented the new standard beginning January 1, 2018 using a modified retrospective transition method. Adoption of the new standard did not result in material changes to the presentation of net revenues and bad debt expense in the consolidated statements of income, and the presentation of the amount of income from operations and net income will be unchanged upon adoption of the new standards. The principal change relates to how the new standard requires healthcare providers to estimate the amount of variable consideration to be included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common forms of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a customer. Under the current standards, the Company’s estimate for unrealizable amounts is recorded as a reduction of revenue. Under the new standards, the Company’s estimate for unrealizable amounts will continue to be recognized as a reduction to revenue. The bad debt expense historically reported will not materially change. Recently Issued Accounting Guidance In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment change. ASU 2017-04 is effective prospectively for fiscal years, and the interim periods within those years, beginning after December 15, 2019. The Company does not expect adoption of this ASU to have a material impact. In February 2016, the FASB issued amended accounting guidance (ASU 2016-02, Leases) which replaced most existing lease accounting guidance under U. S. generally accepted accounting principles. Among other changes, the amended guidance requires that a right-to-use asset, which is an asset that represents the lessee’s right to use, and a lease liability, which is a lessee’s obligation to make lease payments arising for a lease measured on a discounted basis, be recognized on the balance sheet by lessees for those leases with a term of greater than 12 months. The amended guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. Entities can use to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or recognize the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings. Since the Company leases all but one of its clinic facilities, upon adoption, the Company will recognize significant assets and liabilities on the consolidated balance sheets as a result of the operating lease obligations of the Company. Operating lease expense will continue to be recognized as rent expense on a straight-line basis over the respective lease terms in the consolidated statements of income. The Company will implement the new standard beginning January 1, 2019. The Company’s implementation efforts are focused on populating the data in a lease accounting software package and developing internal controls in order to account for its leases under the new standard. Subsequent Event The Company has evaluated events occurring after the balance sheet date for possible disclosure as a subsequent event through the date that these consolidated financial statements were issued. As previously disclosed, on March 31, 2017, an alleged shareholder filed a putative class action lawsuit in the United States District Court for the Southern District of New York (the “Court”) against the Company and certain officers, alleging that the defendants misstated or omitted to state material information concerning the Company’s historical accounting for redeemable non-controlling interests of acquired partnerships, in alleged violation of Sections 10(b) and 20(a) of the Exchange Act. On December 1, 2017, the Company filed a Motion to Dismiss and subsequent filings by the parties related to the Motion to Dismiss were completed on February 7, 2018. On July 23, 2018, the Court issued a Memorandum and Order granting the Company’s Motion to Dismiss in its entirety, with prejudice. |
ACQUISITIONS OF BUSINESSES |
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ACQUISITIONS OF BUSINESSES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITIONS OF BUSINESSES |
On February 28, 2018, the Company purchased the assets and business of two physical therapy clinics, for an aggregate purchase price of $760,000 in cash and $150,000 in seller note that is payable, plus accrued interest, on August 31, 2019. On April 30, 2018, the Company purchased a 65% interest in the assets and business of an industrial injury prevention services company, for an aggregate purchase price of $8.6 million in cash and $400,000 in seller note that is payable, plus accrued interest, on April 30, 2019. An initial 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. After the combination, the Company owns a 59.45% interest in the combined business. The purchase price for these acquisitions has been preliminarily allocated as follows (in thousands):
On January 1, 2017, the Company acquired a 70% interest in a seventeen-clinic physical therapy practice. The purchase price for the 70% interest was $10.7 million in cash and $0.5 million in a seller note that was payable in two principal installments totaling $250,000 each, plus accrued interest. The first installment was paid in January 2018 and the second installment is due in January 2019. On May 31, 2017, the Company acquired a 70% interest in a four-clinic physical therapy practice. The purchase price for the 70% interest was $2.3 million in cash and $250,000 in a seller note that is payable in two principal installments totaling $125,000 each, plus accrued interest. The first installment was paid in May 2018 and the second installment is due in May 2019. On June 30, 2017, the Company acquired a 60% interest in a nine-clinic physical therapy practice. The purchase price for the 60% interest was $15.8 million in cash and $0.5 million in a seller note that is payable in two principal installments totaling $250,000 each, plus accrued interest. The first installment was paid in June 2018 and the second installment is due in June 2019. On October 31, 2017, the Company acquired a 70% interest in a nine-clinic physical therapy practice and two physical therapy management contracts with third party providers. The purchase price for the 70% interest was $4.0 million in cash and $0.5 million in a seller note that is payable in two principal installments totaling $250,000 each, plus accrued interest, in October 2018 and 2019. In addition to the above, as previously mentioned in March 2017, the Company acquired a 55% interest in a company which is a leading provider of industrial injury prevention services. The purchase price for the 55% interest was $6.2 million in cash and $0.4 million in a seller note that is payable, principal plus accrued interest, in September 2018. Also, in 2017, the Company purchased the assets and business of two physical therapy clinics in separate transactions. One clinic was consolidated with an existing clinic and the other operates as a satellite clinic of one of the existing partnerships. The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition. The purchase price for the 2017 acquisitions has been preliminarily allocated as follows (in thousands):
The purchase prices plus the fair value of the non-controlling interests for the acquisitions in first and second quarter of 2017 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill are finalized. For the acquisitions occurring on or after July 1, 2017, the Company is in the process of completing its formal valuation analysis 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 at June 30, 2018 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. For the acquisitions in 2017 and 2018, the values assigned to the referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For referral relationships, the range of the estimated lives was 7½ to 11 years, and for non-compete agreements the estimated lives were five to six years. Generally, the values assigned to tradenames are tested annually for impairment. For the 2017 and 2018 acquisitions, total current assets primarily represent accounts receivable. Total non-current assets are fixed assets, primarily equipment, used in the practices. The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Funding for the cash portions was derived from proceeds from the Company’s revolving credit facility. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the acquisitions in 2018, and 2017 acquisitions have not been included as the results, individually and in the aggregate, were not material to current operations. |
REVENUE RECOGNITION |
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REVENUE RECOGNITION [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUE RECOGNITION |
Categories Revenues are recognized in the period in which services are rendered. Net patient revenues (patient revenues less estimated contractual adjustments) are reported at the estimated net realizable amounts from third-party payors, patients and others for services rendered. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established rates. The allowance for estimated contractual adjustments is based on terms of payor contracts and historical collection and write-off experience. Management contract revenues, which are included in other revenues in the consolidated statements of net income, are derived from contractual arrangements whereby the Company manages a clinic owned by a third party. The Company does not have any ownership interest in these clinics. Typically, revenues are determined based on the number of visits conducted at the clinic and recognized when services are performed. Costs, typically salaries for the Company’s employees, are recorded when incurred. Revenues from the industrial injury prevention business, which are also included in other revenues in the consolidated statements of net income, are derived from onsite services provided to clients’ employees including injury prevention, rehabilitation, ergonomic assessments and performance optimization. Revenues are determined based on the number of hours and respective rate for services provided. Additionally, other revenues include services provided on-site, such as schools and industrial worksites, for physical or occupational therapy services, and athletic trainers 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 in accordance with the contract terms. If the services are paid in advance, revenue is deferred over the period of the agreement and recognized when the services are performed. The following table details the revenue related to the various categories:
Net Patient Revenues - Physical / Occupational Therapy Revenue Net patient revenues consists of revenues for physical therapy and occupational therapy clinics 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. 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 of 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 an as offset to revenue – contractual allowance. Contractual Allowances 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 and 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, and hence, the need for a manual process for determining its contractual allowance reserve. 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 has generally reflected a difference within approximately 1% of net revenues. Additionally, analysis of subsequent periods’ contractual write-offs on a payor basis reflects a difference within approximately 1% between the actual aggregate contractual reserve percentage as compared to the estimated contractual allowance reserve percentage associated with the same period end balance. As a result, the Company believes that a change in the contractual allowance reserve estimate would not likely be more than 1% at June 30, 2018. A contract’s transaction price is allocated to each distinct performance obligation and recognized when, or as, the performance obligation is satisfied. To determine the transaction price, the Company includes the effects of any variable consideration, such as the probability of collecting that amount. The Company applies established rates to the services provided, and adjusts for the terms of payor contracts, as applicable. These contracted amounts are different from the Company’s established rates. The Company has established a “contractual allowance” for this difference. The allowance is based on the terms of payor contracts, historical and current reimbursement information and current experience with the clinic and partners. The Company’s established rates less the contractual allowance is the revenue that is recognized in the period in which the service is rendered. This revenue is deemed the transaction price and stated as “Net Patient Revenue” on the Company’s income statement. The majority of the Company’s performance obligations are satisfied at one point in time. After the clinic has provided services and satisfied its obligation to the customer for the reimbursement rates stipulated in the payor contracts (i.e the transaction price), the Company recognizes the revenue, net of contractual allowances, in the period in which the services are rendered. The Company recognizes the full amount of revenue and reports the contractual allowances as a contra (or offset) revenue account to report a net revenue number based on the expected collections. Medicare Reimbursement The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (‘‘MPFS’’). For services provided in 2018, a 0.5% increase has been applied to the fee schedule payment rates; for services provided in 2019, a 0.25% increase will be applied to the fee schedule payment rates, subject to an adjustment beginning in 2019 under the Merit-Based Incentive Payment System (“MIPS”). For services provided in 2020 through 2025, a 0.0% percent update will be applied each year to the fee schedule payment rates, subject to adjustments under MIPS and any alternative payment models (“APMs”). Beginning in 2021, payments to individual therapists (Physical/Occupational Therapist in Private Practice) under the fee schedule may be subject to adjustment based on performance in MIPS, which measures performance based on certain metrics in quality, cost and improvement activities. Under the MIPS requirements, a provider's performance is assessed according to established performance standards and used to determine an adjustment factor that is then applied to the professional's payment for a year. The specifics of the MIPS and APM adjustments begin in 2021 and will be subject to future notice and comment rule-making. The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next ten years, and requires automatic reductions in federal spending by approximately $1.2 trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. On April 1, 2013, a 2% reduction to Medicare payments was implemented. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, extended the 2% reductions to Medicare payments through fiscal year 2025. The Bipartisan Budget Act of 2018, enacted on February 9, 2018, extends the 2% reductions to Medicare payments through fiscal year 2027. Historically, the total amount paid by Medicare in any one year for outpatient physical therapy, occupational therapy, and/or speech-language pathology services provided to any Medicare beneficiary was subject to an annual dollar limit (i.e., the ‘‘Therapy Cap’’ or ‘‘Limit’’). For 2017, the annual Limit on outpatient therapy services was $1,980 for combined Physical Therapy and Speech Language Pathology services and $1,980 for Occupational Therapy services. As a result of Bipartisan Budget Act of 2018, the Therapy Caps have been eliminated, effective as of January 1, 2018. Under the Middle Class Tax Relief and Job Creation Act of 2012 (‘‘MCTRA’’), since October 1, 2012, patients who met or exceeded $3,700 in therapy expenditures during a calendar year have been subject to a manual medical review to determine whether applicable payment criteria are satisfied. The $3,700 threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate $3,700 threshold is applied to the Occupational Therapy. The MACRA directed CMS to modify the manual medical review process such that those reviews will no longer apply to all claims exceeding the $3,700 threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers appropriate. The Bipartisan Budget Act of 2018 extends the targeted medical review indefinitely, but reduces the threshold to $3,000 through December 31, 2027. For 2028, the threshold amount will be increased by the percentage increase in the Medicare Economic Index (“MEI”) for 2028 and in subsequent years the threshold amount will increase based on the corresponding percentage increase in the MEI for such subsequent year. CMS adopted a multiple procedure payment reduction (‘‘MPPR’’) for therapy services in the final update to the MPFS for calendar year 2011. The MPPR applied to all outpatient therapy services paid under Medicare Part B — occupational therapy, physical therapy and speech-language pathology. Under the policy, the Medicare program pays 100% of the practice expense component of the Relative Value Unit (‘‘RVU’’) for the therapy procedure with the highest practice expense RVU, then reduces the payment for the practice expense component for the second and subsequent therapy procedures or units of service furnished during the same day for the same patient, regardless of whether those therapy services are furnished in separate sessions. Since 2013, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 50%. In addition, the MCTRA directed CMS to implement a claims-based data collection program to gather additional data on patient function during the course of therapy in order to better understand patient conditions and outcomes. All practice settings that provide outpatient therapy services are required to include this data on the claim form. Since 2013, therapists have been required to report new codes and modifiers on the claim form that reflect a patient’s functional limitations and goals at initial evaluation, periodically throughout care, and at discharge. Reporting of these functional limitation codes and modifiers are required on the claim for payment. Medicare claims for outpatient therapy services furnished in whole or in part by therapist assistants on or after January 1, 2022 must include a new modifier indicating the service was furnished by a therapist assistant. CMS is required to establish a modifier to indicate services provided in whole or in part by a therapist assistant by January 1, 2019, and then submitted claims must report the using the new modifier starting January 1, 2020. Outpatient therapy services furnished on or after January 1, 2022 in whole or in part by a therapist assistant will be paid at an amount equal to 85% of the payment amount otherwise applicable for the service. Statutes, regulations, and payment rules governing the delivery of therapy services to Medicare beneficiaries are complex and subject to interpretation. We believe that we are in compliance, in all material respects, with all applicable laws and regulations and are not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on the Company’s financial statements as of June 30, 2018. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare program. For six months ended June 30, 2018, net patient revenue from Medicare were approximately $51.1 million. |
EARNINGS PER SHARE |
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EARNINGS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE |
The following tables provide a detail of the basic and diluted earnings per share computation. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Footnote 6), net of tax, charged directly to retained earnings is included in the earnings per basic and diluted share calculation.
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MANDATORILY REDEEMABLE NON-CONTROLLING INTERESTS |
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MANDATORILY REDEEMABLE NON-CONTROLLING INTERESTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
MANDATORILY REDEEMABLE NON-CONTROLLING INTERESTS |
Prior to the second quarter of 2017, when the Company acquired a majority interest (the “Acquisition”) in a physical therapy clinic business (referred to as “Therapy Practice”), these Acquisitions occurred in a series of steps which are described below.
triggered when both of the following events have occurred:
As previously mentioned, due to the amendments that were made to partnerships agreements, the Call Option and Required Redemption provisions described in number 11 of Footnote 5 have been modified to be consistent with the provisions described in Footnote 6 below. As a result, the redemption values of the mandatorily redeemable non-controlling interest (previously classified as liabilities) were reclassified as redeemable non-controlling interest (temporary equity) at fair value on the December 31, 2017 consolidated balance sheet. For 2017, the earnings and liabilities attributable to mandatorily redeemable non-controlling interests were recorded within the consolidated statements of income line item: Interest expense – mandatorily redeemable non-controlling interests – earnings allocable and in the consolidated balance sheet line item: Mandatorily redeemable non-controlling interests. |
REDEEMABLE NON-CONTROLLING INTERESTS |
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REDEEMABLE NON-CONTROLLING INTERESTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REDEEMABLE NON-CONTROLLING INTERESTS |
When the Company acquires a majority interest in a Therapy Practice, those Acquisitions occur in a series of steps as described in numbers 1 through 10 of footnote 5 – Mandatorily Redeemable Non-Controlling Interests. For the Acquisitions that occurred after the first quarter of 2017, and for the acquisitions that occurred during and prior to the first quarter of 2017 but for which the partnership agreements were amended, the applicable 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:
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. For the six months ended June 30, 2018, the following table details the changes in the carrying amount of redeemable non-controlling interest (in thousands):
The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests (in thousands):
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GOODWILL |
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GOODWILL [Abstract] | |||||||||||||||||||||||||||||||||
GOODWILL |
The changes in the carrying amount of goodwill consisted of the following (in thousands):
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INTANGIBLE ASSETS, NET |
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INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET |
Intangible assets, net as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
Tradenames, referral relationships and non-compete agreements are related to the businesses acquired. Typically, 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 referral relationships is being amortized over their respective estimated useful lives which range from six to 16 years. Non-compete agreements are amortized over the respective term of the agreements which range from five to six years. The following table details the amount of amortization expense recorded for intangible assets for the three and six months ended June 30, 2018 and 2017 (in thousands):
Based on the balance of referral relationships and non-compete agreements as of June 30, 2018, the expected amount to be amortized in 2018 and thereafter by year is as follows (in thousands):
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ACCRUED EXPENSES |
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ACCRUED EXPENSES |
Accrued expenses as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
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NOTES PAYABLE AND AMENDED CREDIT AGREEMENT |
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NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT |
Amounts outstanding under the Amended Credit Agreement and notes payable as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
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 in August 2015, January 2016, March 2017 and November 2017 (hereafter referred to as “Amended Credit Agreement”). The Amended Credit Agreement is unsecured and has loan covenants, including requirements that the Company comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Proceeds from the Amended Credit Agreement may be used for working capital, acquisitions, purchases of the Company’s common stock, dividend payments to the Company’s common stockholders, capital expenditures and other corporate purposes. The pricing grid which is based on the Company’s consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.25% to 2.0% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Amended Credit Agreement include an unused commitment fee ranging from 0.25% to 0.3% depending on the Company’s consolidated leverage ratio and the amount of funds outstanding under the Amended Credit Agreement. The January 2016 amendment to the Amended Credit Agreement increased the cash and noncash consideration that the Company could pay with respect to acquisitions permitted under the Amended Credit Agreement to $50,000,000 for any fiscal year, and increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $10,000,000 in any fiscal year. The March 2017 amendment, among other items, increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $15,000,000 in any fiscal year. The November 2017 amendment, among other items, adjusted the pricing grid as described above, increased the aggregate amount the Company may pay in cash dividends to its shareholders to an amount not to exceed $20,000,000 and extended the maturity date to November 30, 2021. On June 30, 2018, $56.0 million was outstanding on the Amended Credit Agreement resulting in $69.0 million of availability. As of June 30, 2018 and the date of this report, the Company was in compliance with all of the covenants thereunder. The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchases of non-controlling interests. In conjunction with the acquisition of the industrial injury prevention business on April 30, 2018, the Company entered into a note payable in the amount of $400,000 that is payable in two principal installments of $200,000 each, plus accrued interest, on April 2019 and 2020. Interest accrues at the rate of 4.75% per annum. In conjunction with the acquisition of the two clinic practices on February 28, 2018, the Company entered into a note payable in the amount of $150,000, which is payable on August 31, 2019. Interest accrues at the rate of 4.5% per annum and is payable on August 31, 2019. In conjunction with the acquisitions in 2017, the Company entered into notes payable in the aggregate amount of $2.2 million of which an aggregate principal payment of $1.3 million is due in 2018 (of which $628,000 was paid in the first six months of 2018) and $0.9 million in 2019. Interest accrues in the range of 3.25% to 4.75% per annum and is payable with each principal installment. Aggregate annual payments of principal required pursuant to the Amended Credit Agreement and the above notes payable subsequent to June 30, 2018 are as follows (in thousands):
The revolving credit facility (balance at June 30, 2018 of $56.0 million) matures on November 30, 2021. |
COMMON STOCK |
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COMMON STOCK [Abstract] | |||
COMMON STOCK |
From September 2001 through December 31, 2008, the Board authorized the Company to purchase, in the open market or in privately negotiated transactions, up to 2,250,000 shares of the Company’s common stock. In March 2009, the Board authorized the repurchase of up to 10% or approximately 1,200,000 shares of its common stock (“March 2009 Authorization”). The Amended Credit Agreement permits share repurchases of up to $15,000,000, subject to compliance with covenants. The Company is required to retire shares purchased under the March 2009 Authorization. Under the March 2009 Authorization, the Company has purchased a total of 859,499 shares. There is no expiration date for the share repurchase program. There are currently an additional estimated 156,250 shares (based on the closing price of $96.00 on June 30, 2018) that may be purchased from time to time in the open market or private transactions depending on price, availability and the Company’s cash position. The Company did not purchase any shares of its common stock during the six months ended June 30, 2018. |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Cash Equivalents | Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related on deposits in excess of FDIC insurance coverage. Management believes that the risk is not significant. |
Long-Lived Assets | Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment range from three to eight years and for purchased software from three to seven years. Leasehold improvements are amortized over the shorter of the lease term or estimated useful lives of the assets, which is generally three to five years. |
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances which indicate that the amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Goodwill | Goodwill 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 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. The fair value of goodwill and other identifiable intangible assets with indefinite lives are tested for impairment annually and upon the occurrence of certain events, and are written down to fair value if considered impaired. The Company evaluates goodwill for impairment on at least an annual basis (in its third quarter) by comparing the fair value of its reporting units to the carrying value of each reporting unit including related goodwill. The Company evaluates indefinite lived tradenames using the relief from royalty method in conjunction with its annual goodwill impairment test. The Company operates a one segment business which is made up of various clinics within partnerships. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining the Company’s reporting units when performing its annual goodwill impairment test. In the second quarter of 2018, there were six regions. In addition to the six regions, during 2017, the impairment test included a separate analysis for the industrial injury prevention business, a separate reporting unit. 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. The estimated fair value of a reporting unit is determined using two factors: (i) earnings prior to taxes, depreciation and amortization for the reporting unit multiplied by a price/earnings ratio used in the industry and (ii) a discounted cash flow analysis. A weight is assigned to each factor and the sum of each weight times the factor is considered the estimated fair value. For 2017, the factors (i.e., price/earnings ratio, discount rate and residual capitalization rate) were updated to reflect current market conditions. The evaluation of goodwill in 2017, 2016 and 2015 did not result in any goodwill amounts that were deemed impaired. The Company has not identified any triggering events occurring after the testing date that would impact the impairment testing results obtained. The Company will continue to monitor for any triggering events or other indicators of impairment. |
Redeemable Non-Controlling Interests | Redeemable Non-Controlling Interests The non-controlling interests that are reflected as redeemable non-controlling interests in the consolidated financial statements consist of those that 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 at a predetermined formula based on a multiple of trailing twelve months earnings performance as defined in the respective limited partnership agreements. The 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 three to five years, as defined in the limited partnership agreement. 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 interests. 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 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 value. The Company records any adjustment in the redemption value, net of tax, directly to retained earnings and are not reflected in the consolidated statements of income. Although the adjustments are not reflected in the consolidated statements of 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 statement of income. Management believes the redemption value (i.e. the carrying amount) and fair value are the same. |
Non-Controlling Interests | Non-Controlling Interests The Company recognizes non-controlling interests, in which the Company has no obligation but the right to purchase the non-controlling interests, as equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interests is included in consolidated net income on the face of the 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. |
Revenue Recognition | Revenue Recognition Revenues are recognized in the period in which services are rendered. See Footnote 3 for further discussion of revenue recognition. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company determines allowances for doubtful accounts based on the specific agings and payor classifications at each clinic. The provision for doubtful accounts is included in operating costs in the statement of net income. Net accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and allowance for doubtful accounts, includes only those amounts the Company estimates to be collectible. |
Income Taxes | 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 bases 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 Tax Cuts and Jobs Act of 2017 (the “TCJA”) was passed by Congress on December 20, 2017 and signed into law by President Trump on December 22, 2017. The TCJA makes significant changes to U.S. corporate income tax laws including a decrease in the corporate income tax rate to 21% effective January 1, 2018. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the six months ended June 30, 2018. The Company records any interest or penalties, if required, in interest and other expense, as appropriate. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for cash and cash equivalents, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount under the Amended Credit Agreement approximates its fair value. The interest rate on the Amended Credit Agreement, which is tied to the Eurodollar Rate, is set at various short-term intervals, as detailed in the Amended Credit Agreement. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company identifies operating segments based on management responsibility and believes it meets the criteria for aggregating its operating segments into a single reporting segment. |
Use of Estimates | 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, purchase accounting, goodwill impairment, 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. |
Self-Insurance Program | Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through June 30, 2018. |
Restricted Stock | 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, other than officers, lapse in equal annual installments on the following four anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the first year after the date of grant. For those granted to officers, 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 restricted stock issued is included in basic and diluted shares for the earnings per share computation. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In May 2014, March 2016, April 2016, and December 2016, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively “the standards”), respectively, which supersede most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. The original standards were effective for fiscal years beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of these standards, with a new effective date for fiscal years beginning after December 15, 2017. The standards require the selection of a retrospective or cumulative effect transition method. The Company implemented the new standard beginning January 1, 2018 using a modified retrospective transition method. Adoption of the new standard did not result in material changes to the presentation of net revenues and bad debt expense in the consolidated statements of income, and the presentation of the amount of income from operations and net income will be unchanged upon adoption of the new standards. The principal change relates to how the new standard requires healthcare providers to estimate the amount of variable consideration to be included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common forms of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a customer. Under the current standards, the Company’s estimate for unrealizable amounts is recorded as a reduction of revenue. Under the new standards, the Company’s estimate for unrealizable amounts will continue to be recognized as a reduction to revenue. The bad debt expense historically reported will not materially change. |
Recently Issued Accounting Guidance | Recently Issued Accounting Guidance In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment change. ASU 2017-04 is effective prospectively for fiscal years, and the interim periods within those years, beginning after December 15, 2019. The Company does not expect adoption of this ASU to have a material impact. In February 2016, the FASB issued amended accounting guidance (ASU 2016-02, Leases) which replaced most existing lease accounting guidance under U. S. generally accepted accounting principles. Among other changes, the amended guidance requires that a right-to-use asset, which is an asset that represents the lessee’s right to use, and a lease liability, which is a lessee’s obligation to make lease payments arising for a lease measured on a discounted basis, be recognized on the balance sheet by lessees for those leases with a term of greater than 12 months. The amended guidance is effective for reporting periods beginning after December 15, 2018; however, early adoption is permitted. Entities can use to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or recognize the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings. Since the Company leases all but one of its clinic facilities, upon adoption, the Company will recognize significant assets and liabilities on the consolidated balance sheets as a result of the operating lease obligations of the Company. Operating lease expense will continue to be recognized as rent expense on a straight-line basis over the respective lease terms in the consolidated statements of income. The Company will implement the new standard beginning January 1, 2019. The Company’s implementation efforts are focused on populating the data in a lease accounting software package and developing internal controls in order to account for its leases under the new standard. |
Subsequent Event | Subsequent Event The Company has evaluated events occurring after the balance sheet date for possible disclosure as a subsequent event through the date that these consolidated financial statements were issued. As previously disclosed, on March 31, 2017, an alleged shareholder filed a putative class action lawsuit in the United States District Court for the Southern District of New York (the “Court”) against the Company and certain officers, alleging that the defendants misstated or omitted to state material information concerning the Company’s historical accounting for redeemable non-controlling interests of acquired partnerships, in alleged violation of Sections 10(b) and 20(a) of the Exchange Act. On December 1, 2017, the Company filed a Motion to Dismiss and subsequent filings by the parties related to the Motion to Dismiss were completed on February 7, 2018. On July 23, 2018, the Court issued a Memorandum and Order granting the Company’s Motion to Dismiss in its entirety, with prejudice. |
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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Clinic Acquisition | During the year ended December 31, 2017, the Company acquired an interest in the following clinic groups:
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ACQUISITIONS OF BUSINESSES (Tables) |
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITIONS OF BUSINESSES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preliminary Purchase Prices Allocation | The purchase price for these acquisitions has been preliminarily allocated as follows (in thousands):
The purchase price for the 2017 acquisitions has been preliminarily allocated as follows (in thousands):
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REVENUE RECOGNITION (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUE RECOGNITION [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue, Categories | The following table details the revenue related to the various categories:
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EARNINGS PER SHARE (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computations of Basic and Diluted Earnings Per Share | The following tables provide a detail of the basic and diluted earnings per share computation. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Footnote 6), net of tax, charged directly to retained earnings is included in the earnings per basic and diluted share calculation.
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REDEEMABLE NON-CONTROLLING INTERESTS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REDEEMABLE NON-CONTROLLING INTERESTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Carrying Amount of Redeemable Non-Controlling Interest | For the six months ended June 30, 2018, the following table details the changes in the carrying amount of redeemable non-controlling interest (in thousands):
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Carrying Amount of (Fair Value) Redeemable Non-Controlling Interest | The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests (in thousands):
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GOODWILL (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||
GOODWILL [Abstract] | |||||||||||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill consisted of the following (in thousands):
|
INTANGIBLE ASSETS, NET (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets, Net | Intangible assets, net as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
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Amortization Expenses | The following table details the amount of amortization expense recorded for intangible assets for the three and six months ended June 30, 2018 and 2017 (in thousands):
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Amortization of Tradename, Referral Relationships and Non-Competition Agreements | Based on the balance of referral relationships and non-compete agreements as of June 30, 2018, the expected amount to be amortized in 2018 and thereafter by year is as follows (in thousands):
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ACCRUED EXPENSES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses | Accrued expenses as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
|
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Agreement and Notes Payable | Amounts outstanding under the Amended Credit Agreement and notes payable as of June 30, 2018 and December 31, 2017 consisted of the following (in thousands):
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Aggregate Annual Payments of Principal Required to Revolving Credit Facility | Aggregate annual payments of principal required pursuant to the Amended Credit Agreement and the above notes payable subsequent to June 30, 2018 are as follows (in thousands):
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Schedule of Clinic Acquisition (Details) - Clinic |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Feb. 28, 2018 |
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Business Combination, Description [Abstract] | |||
Number of clinics | 2 | 2 | 2 |
January 2017 Acquisition [Member] | |||
Business Combination, Description [Abstract] | |||
Acquisition date | Jan. 01, 2017 | ||
Percentage of interest acquired | 70.00% | ||
Number of clinics | 17 | ||
May 2017 Acquisition [Member] | |||
Business Combination, Description [Abstract] | |||
Acquisition date | May 31, 2017 | ||
Percentage of interest acquired | 70.00% | ||
Number of clinics | 4 | ||
June 2017 Acquisition [Member] | |||
Business Combination, Description [Abstract] | |||
Acquisition date | Jun. 30, 2017 | ||
Percentage of interest acquired | 60.00% | ||
Number of clinics | 9 | ||
October 2017 Acquisition [Member] | |||
Business Combination, Description [Abstract] | |||
Acquisition date | Oct. 31, 2017 | ||
Percentage of interest acquired | 70.00% | ||
Number of clinics | 9 |
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Computation of earnings per share - USPH shareholders [Abstract] | ||||
Net income attributable to USPH shareholders | $ 9,246 | $ 4,941 | $ 16,363 | $ 9,757 |
Charges to Retained Earnings [Abstract] | ||||
Revaluation of redeemable non-controlling interest | (4,344) | 0 | (9,425) | 0 |
Tax effect at statutory rate (federal and state) of 26.25% | 1,140 | 0 | 2,474 | 0 |
Net income attributable to common shareholders | $ 6,042 | $ 4,941 | $ 9,412 | $ 9,757 |
Basic and diluted per share (in dollars per share) | $ 0.48 | $ 0.39 | $ 0.74 | $ 0.78 |
Shares Used in Computation [Abstract] | ||||
Basic and diluted (in shares) | 12,677 | 12,579 | 12,647 | 12,553 |
Federal and state statutory income tax rate | 26.25% |
GOODWILL (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Goodwill [Roll Forward] | |
Beginning balance | $ 271,338 |
Goodwill acquired during the year | 10,534 |
Goodwill adjustments for purchase price allocation of business acquired in prior year | 2,752 |
Ending balance | $ 284,624 |
INTANGIBLE ASSETS, NET - Amortization Expenses (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Amortization of Deferred Charges [Abstract] | ||||
Total amortization expenses | $ 650 | $ 687 | $ 1,367 | $ 1,340 |
Referral Relationships [Member] | ||||
Amortization of Deferred Charges [Abstract] | ||||
Total amortization expenses | 559 | 481 | 1,079 | 939 |
Non-compete Agreements [Member] | ||||
Amortization of Deferred Charges [Abstract] | ||||
Total amortization expenses | $ 91 | $ 206 | $ 288 | $ 401 |
INTANGIBLE ASSETS, NET - Amortization of Tradename, Referral Relationships and Non-Competition Agreements (Details) $ in Thousands |
Jun. 30, 2018
USD ($)
|
---|---|
Referral Relationships [Member] | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
2018 | $ 2,170 |
2019 | 2,089 |
2020 | 2,089 |
2021 | 2,089 |
2022 | 2,040 |
2023 | 1,933 |
Thereafter | 6,249 |
Non-compete Agreements [Member] | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
2018 | 626 |
2019 | 622 |
2020 | 409 |
2021 | 331 |
2022 | 150 |
2023 | $ 71 |
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Payables and Accruals [Abstract] | ||
Salaries and related costs | $ 20,363 | $ 16,828 |
Credit balances due to patients and payors | 6,050 | 4,158 |
Group health insurance claims | 2,969 | 2,929 |
Income taxes payable | 0 | 2,833 |
Other | 5,985 | 6,594 |
Total | $ 35,367 | $ 33,342 |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT - Summary of Notes Payable and Credit Agreement (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Dec. 31, 2017 |
|
Debt Instruments [Abstract] | ||
Payments/Long term debt, Total | $ 61,424 | $ 60,772 |
Less current portion | (4,817) | (4,044) |
Long term portion | 56,607 | 56,728 |
Credit Facility [Member] | ||
Debt Instruments [Abstract] | ||
Payments/Long term debt, Total | $ 56,000 | 54,000 |
Average effective interest rate | 3.80% | |
3.25% through 4.75% Notes Payable due in Next Year [Member] | ||
Debt Instruments [Abstract] | ||
Payments/Long term debt, Total | $ 5,424 | $ 6,772 |
Annual installments | $ 4,817 | |
3.25% through 4.75% Notes Payable due in Next Year [Member] | Minimum [Member] | ||
Debt Instruments [Abstract] | ||
Percentage of interest accrued | 3.25% | |
3.25% through 4.75% Notes Payable due in Next Year [Member] | Maximum [Member] | ||
Debt Instruments [Abstract] | ||
Percentage of interest accrued | 4.75% |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT- Summary of Aggregate Annual Payments of Principal Required to Revolving Credit Facility (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Long Term Debt By Maturity [Abstract] | ||
During the twelve months ended June 30, 2019 | $ 4,817 | |
During the twelve months ended June 30, 2020 | 607 | |
During the twelve months ended June 30, 2021 | 0 | |
During the twelve months ended June 30, 2022 | 56,000 | |
Payments/Long term debt, Total | $ 61,424 | $ 60,772 |
COMMON STOCK (Details) - USD ($) |
1 Months Ended | 6 Months Ended | |
---|---|---|---|
Mar. 31, 2009 |
Jun. 30, 2018 |
Dec. 31, 2008 |
|
Class of Treasury Stock [Abstract] | |||
Common stock authorized by the Board of Directors (in shares) | 1,200,000 | 2,250,000 | |
Total purchased shares (in shares) | 859,499 | 0 | |
Additional estimated shares (in shares) | 156,250 | ||
Closing price (in dollars per share) | $ 96.00 | ||
Maximum [Member] | |||
Class of Treasury Stock [Abstract] | |||
Maximum percentage of repurchase of common stock | 10.00% | ||
Bank credit agreement to permit share repurchases of common stock | $ 15,000,000 |
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