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 |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
(ZIP CODE) |
☑ |
Accelerated filer |
☐ |
|
Non-accelerated filer |
☐ (Do not check if a smaller reporting company) |
Smaller reporting company |
|
Emerging growth company |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Item 1. |
3 |
|
3 |
||
4 |
||
5 |
||
6 |
||
8 |
||
Item 2. |
30 |
|
Item 3. |
46 |
|
Item 4. |
47 |
|
PART II—OTHER INFORMATION |
||
Item 1. |
48 |
|
Item 6. |
50 |
|
51 |
||
Certifications |
||
| ITEM 1. | FINANCIAL STATEMENTS. |
June 30, 2020 |
December 31, 2019 |
|||||||
ASSETS |
(unaudited) |
|||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ |
$ |
||||||
Patient accounts receivable, less allowance for doubtful accounts of $ |
||||||||
Accounts receivable - other |
||||||||
Other current assets |
||||||||
Total current assets |
||||||||
Fixed assets: |
||||||||
Furniture and equipment |
||||||||
Leasehold improvements |
||||||||
Fixed assets, gross |
||||||||
Less accumulated depreciation and amortization |
||||||||
Fixed assets, net |
||||||||
Operating lease right-of-use assets |
||||||||
Goodwill |
||||||||
Other identifiable intangible assets, net |
||||||||
Other assets |
||||||||
Total assets |
$ |
$ |
||||||
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTERESTS |
||||||||
Current liabilities: |
||||||||
Accounts payable - trade |
$ |
$ |
||||||
Accrued expenses |
||||||||
Current portion of operating lease liabilities |
||||||||
Current portion of notes payable |
||||||||
Total current liabilities |
||||||||
Notes payable, net of current portion |
||||||||
Revolving line of credit |
||||||||
Deferred taxes |
||||||||
Operating lease liabilities, net of current portion |
||||||||
Other long-term liabilities |
||||||||
Total liabilities |
||||||||
Redeemable non-controlling interests - temporary equity |
||||||||
U.S. Physical Therapy, Inc. (“USPH”) shareholders’ equity: |
||||||||
Preferred stock, $ |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Retained earnings |
||||||||
Treasury stock at cost, |
( |
) |
( |
) |
||||
Total USPH shareholders’ equity |
||||||||
Non-controlling interests- permanent equity |
||||||||
Total USPH shareholders’ equity and non-controlling interests |
||||||||
Total liabilities, redeemable non-controlling interests, USPH shareholders’ equity and non-controlling interests |
$ |
$ |
||||||
For the Three Months Ended |
For the Six Months Ended |
|||||||||||||||
June 30, 2020 |
June 30, 2019 |
June 30,2020 |
June 30, 2019 |
|||||||||||||
Net patient revenues |
$ |
$ |
$ |
$ |
||||||||||||
Other revenues |
||||||||||||||||
Net revenues |
||||||||||||||||
Operating costs: |
||||||||||||||||
Salaries and related costs |
||||||||||||||||
Rent, supplies, contract labor and other |
||||||||||||||||
Provision for doubtful accounts |
||||||||||||||||
Closure costs - lease and other |
||||||||||||||||
Closure costs - write-off of goodwill |
||||||||||||||||
Total operating costs |
||||||||||||||||
Gross profit |
||||||||||||||||
Corporate office costs |
||||||||||||||||
Operating income |
||||||||||||||||
Other income and expense: |
||||||||||||||||
Relief Funds |
||||||||||||||||
Gain on sale of partnership interest and clinics |
||||||||||||||||
Interest and other income, net |
||||||||||||||||
Interest expense - debt and other |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Total other income and expense |
||||||||||||||||
Income before taxes |
||||||||||||||||
Provision for income taxes |
||||||||||||||||
Net income |
||||||||||||||||
Less: net income attributable to non-controlling interests: |
||||||||||||||||
Non-controlling interests - permanent equity |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Redeemable non-controlling interests - temporary equity |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
( |
) |
( |
) |
( |
) |
( |
) |
|||||||||
Net income attributable to USPH shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Basic and diluted earnings per share attributable to USPH shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Shares used in computation - basic and diluted |
||||||||||||||||
Dividends declared per common share |
$ |
$ |
$ |
$ |
||||||||||||
Six Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
OPERATING ACTIVITIES |
||||||||
Net income including non-controlling interests |
$ |
$ |
||||||
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
||||||||
Provision for doubtful accounts |
||||||||
Equity-based awards compensation expense |
||||||||
Deferred income taxes |
( |
) |
||||||
Loss on sale of fixed assets |
||||||||
Gain on sale of partnership interest, net of tax |
( |
) |
( |
) |
||||
Write-off of goodwill - closed clinics |
||||||||
Other |
||||||||
Changes in operating assets and liabilities: |
||||||||
Decrease (increase) in patient accounts receivable |
( |
) |
||||||
Decrease(increase) in accounts receivable - other |
( |
) |
||||||
Decrease (increase) in other assets |
( |
) |
||||||
Increase (decrease) in accounts payable and accrued expenses |
( |
) |
||||||
Increase (decrease) in other liabilities |
( |
) |
||||||
Net cash provided by operating activities |
||||||||
INVESTING ACTIVITIES |
||||||||
Purchase of fixed assets |
( |
) |
( |
) |
||||
Purchase of majority interest in businesses, net of cash acquired |
( |
) |
( |
) |
||||
Purchase of redeemable non-controlling interest, temporary equity |
( |
) |
( |
) |
||||
Purchase of non-controlling interest, permanent equity |
( |
) |
( |
) |
||||
Proceeds on sale of redeemable non-controlling interest, temporary equity |
||||||||
Proceeds on sales of partnership interest and clinics |
||||||||
Proceeds on sale of fixed assets |
||||||||
Net cash used in investing activities |
( |
) |
( |
) |
||||
FINANCING ACTIVITIES |
||||||||
Distributions to non-controlling interests, permanent and temporary equity |
( |
) |
( |
) |
||||
Cash dividends paid to shareholders |
( |
) |
( |
) |
||||
Proceeds from revolving line of credit |
||||||||
Payments on revolving line of credit |
( |
) |
( |
) |
||||
Principal payments on notes payable |
( |
) |
( |
) |
||||
Medicare Accelerated and Advance Payment Funds |
||||||||
Other |
( |
) |
||||||
Net cash provided by (used in) financing activities |
( |
) |
||||||
Net increase in cash and cash equivalents |
||||||||
Cash and cash equivalents - beginning of period |
||||||||
Cash and cash equivalents - end of period |
$ |
$ |
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
||||||||
Cash paid during the period for: |
||||||||
Income taxes |
$ |
$ |
||||||
Interest |
$ |
$ |
||||||
Non-cash investing and financing transactions during the period: |
||||||||
Purchase of businesses - seller financing portion |
$ |
$ |
||||||
Purchase of business - payable to common shareholders of acquired business |
$ |
$ |
||||||
Purchase of redeemable non-controlling interest - notes payable |
$ |
$ |
||||||
Payable due to purchase of redeemable non-controlling interest |
$ |
$ |
||||||
Receivables related to sale of partnership interest |
$ |
$ |
||||||
Notes receivables related to sale of partnership interest |
$ |
$ |
||||||
Payable related to purchase of partnership interest - settlement of redeemable non-controlling interest |
$ |
$ |
||||||
U.S.Physical Therapy, Inc. |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional |
Retained |
Treasury Stock |
Total Shareholders’ |
Non-Controlling |
|||||||||||||||||||||||||||||||
For the three months ended June 30, 2020 |
Shares |
Amount |
Paid-In Capital |
Earnings |
Shares |
Amount |
Equity |
Interests |
Total |
|||||||||||||||||||||||||||
Balance March 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations |
( |
) |
||||||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest, net of tax |
||||||||||||||||||||||||||||||||||||
Compensation expense - equity-based awards |
- |
- |
||||||||||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity |
- |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Other |
- |
( |
) |
- |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||
Net income attributable to non-controlling interest - permanent equity |
- |
- |
||||||||||||||||||||||||||||||||||
Net income attributable to USPH shareholders |
- |
- |
||||||||||||||||||||||||||||||||||
Balance June 30, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
U.S.Physical Therapy, Inc. |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional |
Retained |
Treasury Stock |
Total Shareholders’ |
Non-Controlling |
|||||||||||||||||||||||||||||||
For the six months ended June 30, 2020 |
Shares |
Amount |
Paid-In Capital |
Earnings |
Shares |
Amount |
Equity |
Interests |
Total |
|||||||||||||||||||||||||||
Balance December 31, 2019 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations |
||||||||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest, net of tax |
- |
- |
||||||||||||||||||||||||||||||||||
Compensation expense - equity-based awards |
- |
- |
||||||||||||||||||||||||||||||||||
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans |
- |
- |
||||||||||||||||||||||||||||||||||
Dividends paid to USPT shareholders |
- |
( |
) |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity |
- |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Other |
- |
( |
) |
- |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||
Net income attributable to non-controlling interest - permanent equity |
- |
- |
||||||||||||||||||||||||||||||||||
Net income attributable to USPH shareholders |
- |
- |
||||||||||||||||||||||||||||||||||
Balance June 30, 2020 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
U.S.Physical Therapy, Inc. |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional |
Retained |
Treasury Stock |
Total Shareholders’ |
Non-Controlling |
|||||||||||||||||||||||||||||||
For the three months ended June 30, 2019 |
Shares |
Amount |
Paid-In Capital |
Earnings |
Shares |
Amount |
Equity |
Interests |
Total |
|||||||||||||||||||||||||||
Balance March 31, 2019 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations |
||||||||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest, net of tax |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Compensation expense - equity-based awards |
- |
- |
||||||||||||||||||||||||||||||||||
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans |
- |
- |
||||||||||||||||||||||||||||||||||
Purchase of non-controlling interest |
- |
- |
||||||||||||||||||||||||||||||||||
Dividends paid to USPH shareholders |
- |
( |
) |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Purchase of partnership interests - redeemable non-controlling interests |
- |
- |
||||||||||||||||||||||||||||||||||
Other |
- |
( |
) |
- |
( |
) |
||||||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity |
- |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Net income attributable to non-controlling interests - permanent equity |
- |
- |
||||||||||||||||||||||||||||||||||
Net income attributable to USPH shareholders |
- |
- |
||||||||||||||||||||||||||||||||||
Balance June 30, 2019 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
U.S.Physical Therapy, Inc. |
||||||||||||||||||||||||||||||||||||
Common Stock |
Additional |
Retained |
Treasury Stock |
Total Shareholders’ |
Non-Controlling |
|||||||||||||||||||||||||||||||
For the six months ended June 30, 2019 |
Shares |
Amount |
Paid-In Capital |
Earnings |
Shares |
Amount |
Equity |
Interests |
Total |
|||||||||||||||||||||||||||
Balance December 31, 2018 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
Issuance of restricted stock, net of cancellations |
||||||||||||||||||||||||||||||||||||
Revaluation of redeemable non-controlling interest, net of tax |
- |
( |
) |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Compensation expense - equity-based awards |
- |
- |
||||||||||||||||||||||||||||||||||
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans |
- |
- |
||||||||||||||||||||||||||||||||||
Purchase of non-controlling interest |
- |
( |
) |
- |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||
Dividends paid to USPH shareholders |
- |
( |
) |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Purchase of partnership interests - redeemable non-controlling interests |
- |
- |
||||||||||||||||||||||||||||||||||
Other |
- |
( |
) |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Distributions to non-controlling interest partners - permanent equity |
- |
- |
( |
) |
( |
) |
||||||||||||||||||||||||||||||
Net income attributable to non-controlling interests - permanent equity |
- |
|||||||||||||||||||||||||||||||||||
Net income attributable to USPH shareholders |
- |
- |
||||||||||||||||||||||||||||||||||
Balance June 30, 2019 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
|||||||||||||||||||||||||
| • | The CARES Act allowed for qualified healthcare providers to receive advanced payments under the existing Medicare Accelerated and Advance Payments Program (“MAAPP funds”) during the COVID-19 pandemic. Under this program, healthcare providers could choose to receive advanced payments for future Medicare services provided. The Company applied for and received approval from Centers for Medicare & Medicaid Services (“CMS”) in April 2020. The Company recorded these payments of $ |
| • | The Company elected to defer depositing the employer’s share of Social Security taxes for payments due from March 27, 2020 through December 31, 2020, interest-free and penalty-free. As of June 30, 2020, included in accrued liabilities is $ |
| • | The Company received approximately $ |
Physical Therapy Operations |
||||
Cash paid, net of cash acquired |
$ |
|||
Seller note |
||||
Total consideration |
$ |
|||
Estimated fair value of net tangible assets acquired: |
||||
Total current assets |
$ |
|||
Total non-current assets |
||||
Total liabilities |
( |
) |
||
Net tangible assets acquired |
$ |
|||
Referral relationships |
||||
Non-compete |
||||
Tradename |
||||
Goodwill |
||||
Fair value of non-controlling interest (classified as redeemable non-controlling interests) |
( |
) |
||
$ |
||||
IIPS* |
Physical Therapy Operations |
Total |
||||||||||
Cash paid, net of cash acquired |
$ |
$ |
$ |
|||||||||
Payable to shareholders of seller |
$ |
$ |
||||||||||
Seller note |
||||||||||||
Total consideration |
$ |
$ |
$ |
|||||||||
Estimated fair value of net tangible assets acquired: |
||||||||||||
Total current assets |
$ |
$ |
$ |
|||||||||
Total non-current assets |
||||||||||||
Total liabilities |
( |
) |
( |
) |
( |
) |
||||||
Net tangible assets acquired |
$ |
( |
) |
$ |
$ |
|||||||
Referral relationships |
||||||||||||
Non-compete |
||||||||||||
Tradename |
||||||||||||
Goodwill |
||||||||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interests) |
( |
) |
( |
) |
||||||||
$ |
$ |
$ |
||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, 2020 |
June 30, 2019 |
June 30, 2020 |
June 30, 2019 |
|||||||||||||
Net patient revenues |
$ |
$ |
$ |
$ |
||||||||||||
Management contract revenues |
||||||||||||||||
Other revenues |
||||||||||||||||
Physical therapy operations |
$ |
$ |
$ |
$ |
||||||||||||
Industrial injury prevention services revenues |
||||||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, 2020 |
June 30, 2019 |
June 30, 2020 |
June 30, 2019 |
|||||||||||||
Computation of earnings per share - USPH shareholders: |
||||||||||||||||
Net income attributable to USPH shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Credit (charges) to retained earnings: |
||||||||||||||||
Revaluation of redeemable non-controlling interest |
( |
) |
( |
) |
||||||||||||
Tax effect at statutory rate (federal and state) of |
( |
) |
( |
) |
||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Earnings per share (basic and diluted) |
$ |
$ |
$ |
$ |
||||||||||||
Shares used in computation: |
||||||||||||||||
Basic and diluted earnings per share - weighted-average shares |
||||||||||||||||
| 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 ( |
| 3. | The Company enters into an agreement (the “Purchase Agreement”) to acquire from the Seller Entity a majority (ranges from |
| 4. | The Company and the Seller Entity also execute a partnership agreement (the “Partnership Agreement”) for NewCo that sets forth the rights and obligations of the limited and general partners of NewCo. After the Acquisition, the Company is the general partner of NewCo. |
| 5. | As noted above, the Company does not purchase |
| 6. | In most cases, some or all of the Selling Shareholders enter into an employment agreement (the “Employment Agreement”) with NewCo with an initial term that ranges from to |
| 7. | The compensation of each Employed Selling Shareholder is specified in the Employment Agreement and is customary and commensurate with his or her responsibilities based on other employees in similar capacities within NewCo, the Company and the industry. |
| 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. |
| b. | to |
| 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. |
| 1. | Put Right |
| a. | In the event that any Selling Shareholder’s employment is terminated under certain circumstances prior to a specified date (the “Specified Date”), the Seller Entity thereafter may have an irrevocable right to cause the Company to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest at the purchase price described in “3” below. |
| b. | In the event that any Selling Shareholder is not employed by NewCo as of the Specified Date and the Company has not exercised its Call Right with respect to the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest, Seller Entity thereafter shall have the Put Right to cause the Company to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest at the purchase price described in “3” below. |
| c. | In the event that any Selling Shareholder’s employment with NewCo is terminated for any reason on or after the Specified Date, the Seller Entity shall have the Put Right, and upon the exercise of the Put Right, the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest shall be redeemed by the Company at the purchase price described in “3” below. |
| 2. | Call Right |
| a. | If any Selling Shareholder’s employment by NewCo is terminated prior to the Specified Date, the Company thereafter shall have an irrevocable right to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest, in each case at the purchase price described in “3” below. |
| b. | In the event that any Selling Shareholder’s employment with NewCo is terminated for any reason on or after Specified Date, the Company shall have the Call Right, and upon the exercise of the Call Right, the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest shall be redeemed by the Company at the purchase price described in “3” below. |
| 3. | For the Put Right and the Call Right, the purchase price is derived from a formula based on a specified multiple of NewCo’s trailing twelve months of earnings before interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus an Allocable Percentage of any undistributed earnings of NewCo (the “Redemption Amount”). NewCo’s earnings are distributed monthly based on available cash within NewCo; therefore, the undistributed earnings amount is small, if any. |
| 4. | The Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple of the trailing twelve-month earnings that is used in the Put Right and the Call Right noted above. |
| 5. | The Put Right and the Call Right do not have an expiration date, and the Seller Entity Interest is not required to be purchased by the Company or sold by the Seller Entity unless either the Put Right and the Call Right is exercised. |
| 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 |
Six Months Ended |
|||||||||||||||
June 30, 2020 |
June 30, 2019 |
June 30, 2020 |
June 30, 2019 |
|||||||||||||
Beginning balance |
$ |
$ |
$ |
$ |
||||||||||||
Operating results allocated to redeemable non-controlling interest partners |
||||||||||||||||
Distributions to redeemable non-controlling interest partners |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Changes in the fair value of redeemable non-controlling interest |
( |
) |
( |
) |
||||||||||||
Purchases of redeemable non-controlling interest |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Acquired interest |
||||||||||||||||
Reduction of non-controlling interest due to sale of USPH partnership interest |
( |
) |
( |
) |
||||||||||||
Sales of redeemable non-controlling interest - temporary equity |
||||||||||||||||
Notes receivable related to sales of redeemable non-controlling interest - temporary equity |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Adjustments in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity |
( |
) |
||||||||||||||
Ending balance |
$ |
$ |
$ |
$ |
||||||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
Contractual time period has lapsed but holder's employment has not been terminated |
$ |
$ |
||||||
Contractual time period has not lapsed and holder's employment has not been terminated |
||||||||
Holder's employment has terminated and contractual time period has expired |
||||||||
Holder's employment has terminated and contractual time period has not expired |
||||||||
$ |
$ |
|||||||
Six Months Ended |
Year Ended |
|||||||
June 30, 2020 |
December 31, 2019 |
|||||||
Beginning balance |
$ |
$ |
||||||
Goodwill acquired |
||||||||
Goodwill related to partnership interest sold |
( |
) |
||||||
Goodwill write-off related to closed clinics |
( |
) |
||||||
Goodwill adjustments for purchase price allocation of businesses acquired in prior year |
||||||||
Ending balance |
$ |
$ |
||||||
June 30, 2020 |
December 31, 2019 |
|||||||
Tradenames |
$ |
$ |
||||||
Referral relationships, net of accumulated amortization of $ |
||||||||
Non-compete agreements, net of accumulated amortization of $ |
||||||||
$ |
$ |
|||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, 2020 |
June 30, 2019 |
June 30, 2020 |
June 30, 2019 |
|||||||||||||
Referral relationships |
$ |
$ |
$ |
$ |
||||||||||||
Non-compete agreements |
||||||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Referral Relationships |
Non-Compete Agreements |
||||||
Years |
Annual Amount |
Years |
Annual Amount |
||||
Ending December 31, |
Ending December 31, |
||||||
2020 (excluding the six months ended June 30, 2020) |
$ |
2020 (excluding the six months ended June 30, 2020) |
$ |
||||
2021 |
$ |
2021 |
$ |
||||
2022 |
$ |
2022 |
$ |
||||
2023 |
$ |
2023 |
$ |
||||
2024 |
$ |
2024 |
$ |
||||
Thereafter |
$ |
Thereafter |
$ |
||||
June 30, 2020 |
December 31, 2019 |
|||||||
Salaries and related costs |
$ |
$ |
||||||
Credit balances due to patients and payors |
||||||||
Group health insurance claims |
||||||||
Closure costs |
||||||||
Federal income taxes payable |
||||||||
MAAPP funds payable |
||||||||
Deferred employer payroll taxes - CARES ACT |
||||||||
Other |
||||||||
Total |
$ |
$ |
||||||
June 30, 2020 |
December 31, 2019 |
|||||||
Credit Agreement average effective interest rate of |
$ |
$ |
||||||
Various notes payable with $ |
||||||||
$ |
$ |
|||||||
Less current portion |
( |
) |
( |
) |
||||
Long term portion |
$ |
$ |
||||||
During the twelve months ended June 30, 2021 |
$ |
|||
During the twelve months ended June 30, 2022 |
||||
During the twelve months ended June 30, 2023 |
||||
$ |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2020 |
2019 |
2020 |
2019 |
|||||||||||||
Operating lease cost |
$ |
$ |
$ |
$ |
||||||||||||
Short-term lease cost |
||||||||||||||||
Variable lease cost |
||||||||||||||||
Total lease cost * |
$ |
$ |
$ |
$ |
||||||||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2020 |
2019 |
2020 |
2019 |
|||||||||||||
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) |
$ |
$ |
$ |
$ |
||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) * |
$ |
$ |
$ |
$ |
||||||||||||
Fiscal Year |
Amount |
|||
2020 (excluding the six months ended June 30, 2020) |
$ |
|||
2021 |
||||
2022 |
||||
2023 |
||||
2024 |
||||
2025 and therafter |
||||
Total lease payments |
$ |
|||
Less: imputed interest |
||||
Total operating lease liabilities |
$ |
|||
Three Months Ended June 30, 2020 |
Six Months Ended June 30, 2020 |
|||||||
Weighted-average remaining lease term - Operating leases |
||||||||
Weighted-average discount rate - Operating leases |
% |
% |
||||||
Three Months Ended |
Six Months Ended |
|||||||||||||||
June 30, 2020 |
June 30, 2019 |
June 30, 2020 |
June 30, 2019 |
|||||||||||||
(in thousands) |
(in thousands) |
|||||||||||||||
Net operating revenues: |
||||||||||||||||
Physical therapy operations |
$ |
$ |
$ |
$ |
||||||||||||
Industrial injury prevention services |
||||||||||||||||
Total Company |
$ |
$ |
$ |
$ |
||||||||||||
Gross profit: |
||||||||||||||||
Physical therapy operations (excluding closure costs) |
$ |
$ |
$ |
$ |
||||||||||||
Industrial injury prevention services |
||||||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Physical therapy operations - closure costs |
||||||||||||||||
Gross profit |
$ |
$ |
$ |
$ |
||||||||||||
Total assets: |
||||||||||||||||
Physical therapy operations |
$ |
$ |
||||||||||||||
Industrial injury prevention services |
||||||||||||||||
Total Company |
$ |
$ |
||||||||||||||
| Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
| • | For the second quarter ended June 30, 2020 (“2020 Second Quarter”), our Operating Results (as defined below) was $10.9 million, or $0.85 per diluted share, inclusive of relief funds received from the Public Health and Social Services Emergency Fund as part of the CARES Act (“Relief Funds”), as compared to $10.3 million, or $0.81 per diluted share, in quarter ended June 30, 2019 (“2019 Second Quarter”). For the 2020 Second Quarter, our Operating Results was $5.0 million, or $0.39 per diluted share, without the Relief Funds. Operating Results, a non-GAAP measure, equals net income attributable to our shareholders per the consolidated statement of net income plus charges incurred for closure costs less gain on sale of partnership interest and clinics and Relief Funds, all net of tax. The earnings per share from Operating Results also excludes the impact of the revaluation of redeemable non-controlling interest. |
| • | For the 2020 Second Quarter, our net income attributable to its shareholders, in accordance with GAAP, was $10.3 million as compared to $14.6 million for the comparable period of 2019. Inclusive of the credit or charge for the revaluation of non-controlling interest, net of tax, used to compute diluted earnings per share, in accordance with GAAP, in the 2020 Second Quarter, the amount is $12.7 million, or $0.99 per share, as compared to $10.8 million, or $0.85 per share in the 2019 Second Quarter. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is not included in net income but charged or credited directly to retained earnings; however, the charge or credit for this change is included in the earnings per basic and diluted share calculation. |
Three Months Ended June 30, |
||||||||
2020 |
2019 |
|||||||
Computation of earnings per share - USPH shareholders: |
||||||||
Net income attributable to USPH shareholders |
$ |
10,232 |
$ |
14,620 |
||||
Credit (charges) to retained earnings: |
||||||||
Revaluation of redeemable non-controlling interest |
3,344 |
(5,169 |
) |
|||||
Tax effect at statutory rate (federal and state) of 26.25% |
(878 |
) |
1,356 |
|||||
$ |
12,698 |
$ |
10,807 |
|||||
Earnings per share (basic and diluted) |
$ |
0.99 |
$ |
0.85 |
||||
Adjustments: |
||||||||
Charges incurred for CFO search |
- |
- |
||||||
Closure costs |
94 |
- |
||||||
Gain on sale of partnership interest and clinics |
(1,073 |
) |
(5,823 |
) |
||||
Receipts from the CARES Act Provider Relief Fund ("Relief Fund") |
(7,958 |
) |
- |
|||||
Allocation to non-controlling interest |
1,900 |
- |
||||||
Revaluation of redeemable non-controlling interest |
(3,344 |
) |
5,169 |
|||||
Tax effect at statutory rate (federal and state) of 26.25% |
2,725 |
172 |
||||||
Operating Results (without receipts from Relief Fund) |
$ |
5,042 |
$ |
10,325 |
||||
Receipts from Relief Fund |
7,958 |
- |
||||||
Tax effect at statutory rate (federal and state) of 26.25% |
(2,089 |
) |
- |
|||||
Operating Results (including receipts from Relief Fund) |
$ |
10,911 |
$ |
10,325 |
||||
Basic and diluted Operating Results (without receipts from Relief Fund) per share |
$ |
0.39 |
$ |
0.81 |
||||
Basic and diluted Operating Results (including receipts from Relief Fund) per share |
$ |
0.85 |
$ |
0.81 |
||||
Shares used in computation - basic and diluted |
12,843 |
12,767 |
||||||
Three Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Net operating revenues: |
||||||||
Physical therapy operations |
$ |
74,199 |
$ |
116,085 |
||||
Industrial injury prevention services |
9,658 |
10,288 |
||||||
Total Company |
$ |
83,857 |
$ |
126,373 |
||||
Gross profit: |
||||||||
Physical therapy operations (excluding closure costs) |
$ |
16,199 |
$ |
28,433 |
||||
Industrial injury prevention services |
3,179 |
3,005 |
||||||
$ |
19,378 |
$ |
31,438 |
|||||
Physical therapy operations - closure costs |
94 |
13 |
||||||
Gross profit |
$ |
19,284 |
$ |
31,425 |
||||
| • | Reported net revenues in the 2020 Second Quarter was $83.9 million as compared to $126.4 million in the 2019 Second Quarter. Adjusted for the clinics sold in 2019 and 2020, net patient revenues were $83.7 million ($83.9 million less $0.2 million related to sold clinics) in the 2020 Second Quarter compared to $118.8 million ($126.4 million less $7.6 million related to sold clinics) in the 2019 Second Quarter. The remaining reduction in revenue of $35.1 million is due to the adverse effects of the COVID-19 pandemic. Please see table below. |
Three Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Reported net revenues |
$ |
83,857 |
$ |
126,373 |
||||
2019 sold clinics |
- |
(6,552 |
) |
|||||
2020 sold clinics |
(112 |
) |
(1,039 |
) |
||||
$ |
83,745 |
$ |
118,782 |
|||||
| • | Net patient revenues from physical therapy operations were approximately $72.3 million in the 2020 Second Quarter and $113.4 million in the 2019 Second Quarter. Included in net patient revenues for the 2020 Second Quarter was $5.0 million related to clinics opened or acquired after June 30, 2019 (“New Clinics”). Included in net patient revenues for the 2019 Second Quarter was $7.8 million related to clinics sold in the six months ended June 30, 2019 and 2020. During the 2019 Second Quarter, the Company sold its interest in a partnership that included 30 clinics and during the 2020 Second Quarter, the Company sold its interest in eleven closed clinics. |
| • | The average net patient revenue per visit was $106.97 for the 2020 Second Quarter and $107.16 for the 2019 Second Quarter. Total patient visits were 675,700 in the 2020 Second Quarter and 1,058,000 for the 2019 Second Quarter. Adjusted for the clinics sold in 2020 and 2019, total patient visits were 674,600 in the 2020 Second Quarter and 992,200 for the 2019 Second Quarter. The reduction in adjusted total patient visits is due to the adverse effects of the COVID-19 pandemic. Net patient revenues are based on established billing rates less allowances for patients covered by contractual programs and workers’ compensation. Net patient revenues are determined after contractual and other adjustments relating to patient discounts from certain payors. Payments received under contractual programs and workers’ compensation are based on predetermined rates and are generally less than the established billing rates. |
| • | Also included in physical therapy operations was revenue from physical therapy management contracts which was $1.6 million for the 2020 Second Quarter and $2.2 million in 2019 Second Quarter. Other miscellaneous revenue from physical therapy operations was $0.3 million in the 2020 Second Quarter and $0.5 million in the 2019 Second Quarter. Other miscellaneous revenue include physical therapy services, including athletic trainers, provided on-site such as for schools. |
| • | Revenue from the industrial injury prevention services business decreased 6.1% to $9.7 million in the 2020 Second Quarter compared to $10.3 million in the 2019 Second Quarter. The reduction is primarily attributable to the adverse effects of the COVID-19 pandemic. Currently, the industrial injury prevention services business is running at slightly over 90% of normal. |
Three Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
Income before taxes |
$ |
18,645 |
$ |
25,118 |
||||
Less: net income attributable to non-controlling interests: |
||||||||
Non-controlling interests - permanent equity |
(1,535 |
) |
(1,802 |
) |
||||
Redeemable non-controlling interests - temporary equity |
(2,996 |
) |
(3,378 |
) |
||||
$ |
(4,531 |
) |
$ |
(5,180 |
) |
|||
Income before taxes less net income attributable to non-controlling interests |
$ |
14,114 |
$ |
19,938 |
||||
Provision for income taxes |
$ |
3,882 |
$ |
5,318 |
||||
Percentage |
27.5 |
% |
26.7 |
% |
||||
| • | For the six months ended June 30, 2020 (“2020 Six Months”), our Operating Results (as defined below), was $14.8 million, or $1.15 per diluted share, inclusive of Relief Funds, as compared to $18.8 million, or $1.47 per diluted share in the six months ended June 30, 2019 (“2019 Six Months”). For the 2020 Six Months, our Operating Results, was $8.9 million, or $0.70 per diluted share, without the Relief Funds. Please see page 32 for the definition of Operating Results. |
| • | For the 2020 Six Months, our net income attributable to its shareholders, in accordance with GAAP, was $11.2 million as compared to $23.0 million for the 2019 Six Months. Inclusive of the credit or charge for the revaluation of non-controlling interest, net of tax, used to compute diluted earnings per share, in accordance with GAAP, in the 2020 Six Months, the amount is $15.3 million, or $1.19 per share, as compared to $15.8 million, or $1.24 per share, in the 2019 Six Months. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is not included in net income but charged or credited directly to retained earnings; however, the charge or credit for this change is included in the earnings per basic and diluted share calculation. |
Six Months Ended June 30, |
||||||||
2020 |
2019 |
|||||||
Computation of earnings per share - USPH shareholders: |
||||||||
Net income attributable to USPH shareholders |
$ |
11,248 |
$ |
23,063 |
||||
Credit (charges) to retained earnings: |
||||||||
Revaluation of redeemable non-controlling interest |
5,473 |
(9,830 |
) |
|||||
Tax effect at statutory rate (federal and state) of 26.25% |
(1,437 |
) |
2,580 |
|||||
$ |
15,284 |
$ |
15,813 |
|||||
Earnings per share (basic and diluted) |
$ |
1.19 |
$ |
1.24 |
||||
Adjustments: |
||||||||
Charges incurred for CFO search |
133 |
- |
||||||
Closure costs |
3,846 |
- |
||||||
Gain on sale of partnership interest and clinics |
(1,073 |
) |
(5,823 |
) |
||||
Receipts from the CARES Act Provider Relief Fund ("Relief Fund") |
(7,958 |
) |
- |
|||||
Allocation to non-controlling interest |
1,900 |
- |
||||||
Revaluation of redeemable non-controlling interest |
(5,473 |
) |
9,830 |
|||||
Tax effect at statutory rate (federal and state) of 26.25% |
2,264 |
(1,052 |
) |
|||||
Operating Results (without receipts from Relief Fund) |
$ |
8,923 |
$ |
18,768 |
||||
Receipts from Relief Fund |
7,958 |
- |
||||||
Tax effect at statutory rate (federal and state) of 26.25% |
(2,089 |
) |
- |
|||||
Operating Results (including receipts from Relief Fund) |
$ |
14,792 |
$ |
18,768 |
||||
Basic and diluted Operating Results (without receipts from Relief Fund) per share |
$ |
0.70 |
$ |
1.47 |
||||
Basic and diluted Operating Results (including receipts from Relief Fund) per share |
$ |
1.15 |
$ |
1.47 |
||||
Shares used in computation - basic and diluted |
12,820 |
12,738 |
||||||
Six Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Net operating revenues: |
||||||||
Physical therapy operations |
$ |
177,040 |
$ |
225,416 |
||||
Industrial injury prevention services |
19,534 |
17,188 |
||||||
Total Company |
$ |
196,574 |
$ |
242,604 |
||||
Gross profit: |
||||||||
Physical therapy operations (excluding closure costs) |
$ |
33,978 |
$ |
53,610 |
||||
Industrial injury prevention services |
4,843 |
4,542 |
||||||
$ |
38,821 |
$ |
58,152 |
|||||
Physical therapy operations - closure costs |
3,846 |
9 |
||||||
Gross profit |
$ |
34,975 |
$ |
58,143 |
||||
Total Assets: |
||||||||
Physical therapy operations |
$ |
534,238 |
$ |
512,657 |
||||
Industrial injury prevention services |
50,780 |
48,188 |
||||||
Total Company |
$ |
585,018 |
$ |
560,845 |
||||
| • | Reported net revenues in the 2020 Six Months was $196.6 million as compared to $242.6 million in the 2019 Six Months. Adjusted for the clinics sold in 2019 and 2020, net patient revenues were $195.6 million ($196.6 million less $1.0 million related to sold clinics) in the 2020 Six Months compared to $228.4 million ($242.6 million less $14.2 million related to sold clinics) in the 2019 Six Months. The remaining reduction in revenue of $32.8 million is due to the adverse effects of the COVID-19 pandemic. Please see table below. |
Six Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
(in thousands) |
||||||||
Reported net revenues |
$ |
196,574 |
$ |
242,604 |
||||
2019 sold clinics |
- |
(12,237 |
) |
|||||
2020 sold clinics |
(949 |
) |
(1,997 |
) |
||||
$ |
195,625 |
$ |
228,370 |
|||||
| • | Net patient revenues from physical therapy operations were approximately $172.4 million in the 2020 Six Months and $220.0 million in the 2019 Six Months. Included in net patient revenues for the 2020 Six Months was $9.1 million related to New Clinics. Included in net patient revenues for the 2020 Six Months was $1.0 million related to the clinics sold in 2020. For the 2019 Six Months, net patient revenue included $7.8 million related to the clinics sold in the six months ended June 30, 2019 and 2020. During the 2019 Six Months, the Company sold its interest in a partnership that included 30 clinics and during the 2020 six month period, the Company sold its interest in 11 closed clinics. |
| • | The average net patient revenue per visit was $104.70 for the 2020 Six Months and $106.83 for the 2019 Six Months. Total patient visits were 1,646,700 in the 2020 Six Months and 2,059,000 for the 2019 Six Months. Adjusted for the clinics sold in 2020 and 2019, total patient visits were 1,637,800 in the 2020 Six Months and 1,934,500 for the 2019 Six Months. The reduction in adjusted total patient visits is due to the adverse effects of the COVID-19 pandemic. Net patient revenues are based on established billing rates less allowances for patients covered by contractual programs and workers’ compensation. Net patient revenues are determined after contractual and other adjustments relating to patient discounts from certain payors. Payments received under contractual programs and workers’ compensation are based on predetermined rates and are generally less than the established billing rates. |
| • | Also included in physical therapy operations was revenue from physical therapy management contracts which was $3.7 million for the 2020 Six Months and $4.4 million in 2019 Six Months. Other miscellaneous revenue from physical therapy operations was $0.9 million in the 2020 Six Months and $1.0 million in the 2019 Six Months. Other miscellaneous revenue include physical therapy services, including athletic trainers, provided on-site such as for schools. |
| • | Revenue from the industrial injury prevention services business increased 13.6% to $19.5 million in the 2020 Six Months compared to $17.2 million in the 2019 Six Months. The increase is primarily attributable to the acquisition in April 2019 offset by the adverse effects of the COVID-19 pandemic. Currently, the industrial injury prevention services business is running at slightly over 90% of normal. |
Six Months Ended |
||||||||
June 30, 2020 |
June 30, 2019 |
|||||||
Income before taxes |
$ |
22,275 |
$ |
40,201 |
||||
Less: net income attributable to non-controlling interests: |
||||||||
Non-controlling interests - permanent equity |
(2,061 |
) |
(3,339 |
) |
||||
Redeemable non-controlling interests - temporary equity |
(4,792 |
) |
(5,773 |
) |
||||
$ |
(6,853 |
) |
$ |
(9,112 |
) |
|||
Income before taxes less net income attributable to non-controlling interests |
$ |
15,422 |
$ |
31,089 |
||||
Provision for income taxes |
$ |
4,174 |
$ |
8,026 |
||||
Percentage |
27.1 |
% |
25.8 |
% |
||||
| • | the multiple effects of the impact of public health crises and epidemics/pandemics, such as the novel strain of COVID-19, for which the financial magnitude cannot be currently estimated; |
| • | 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 and/or enrollment 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, which may result in sanctions or reputational harm and increased costs; |
| • | 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 changes in the deductibles and co-pays owed by patients; |
| • | revenue and earnings expectations; |
| • | legal actions, which could subject us to increased operating costs and uninsured liabilities; |
| • | general economic conditions; |
| • | availability and cost of qualified physical therapists; |
| • | personnel productivity and retaining key personnel; |
| • | competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets; |
| • | competitive environment in the industrial injury prevention business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences for that service line; |
| • | acquisitions, and the successful integration of the operations of the acquired businesses; |
| • | impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non controlling interests (minority interests); |
| • | maintaining our information technology systems with adequate safeguards to protect against cyber-attacks; |
| • | a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act; |
| • | maintaining adequate internal controls; |
| • | maintaining necessary insurance coverage; |
| • | availability, terms, and use of capital; and |
| • | weather and other seasonal factors. |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
| ITEM 4. | CONTROLS AND PROCEDURES. |
| (a) | Evaluation of Disclosure Controls and Procedures |
| (b) | Changes in Internal Control Over Financial Reporting |
| ITEM 1. | LEGAL PROCEEDINGS. |
| ITEM 1A. | RISK FACTORS. |
| ITEM 6. | EXHIBITS. |
Exhibit Number |
Description |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
|
Rule 13a-14(a)/15d-14(a) Certification of Corporate Controller. |
|
Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
101.INS* |
XBRL Instance Document |
101.SCH* |
XBRL Taxonomy Extension Schema Document |
101.CAL* |
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
XBRL Taxonomy Extension Label Linkbase Documen |
101.PRE* |
XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith |
U.S. PHYSICAL THERAPY, INC. |
||
Date: August 7, 2020 |
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 |
||
| 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)
|
| 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)
|
| 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
|
|
/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
|
CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Current assets: | ||
| Allowance for doubtful accounts, patient accounts receivable | $ 2,470 | $ 2,698 |
| 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) | 15,057,859 | 14,989,337 |
| Treasury stock (in shares) | 2,214,737 | 2,214,737 |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||
| BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||
| BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
1. 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 operates its business through two reportable business segments. The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. The Company’s physical therapy operations consist of physical therapy and occupational therapy clinics that provide pre-and post-operative care and treatment for orthopedic related disorders, sports-related injuries, preventive care, rehabilitation of injured workers and neurological injuries. Services provided by industrial injury prevention services segment include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments. Prior to the second quarter of 2020, the Company operated as a single segment. All prior year segment information has been reclassified to conform to the 2020 presentation. See Note 12. Segment Information.
Physical Therapy Operations
The physical therapy operations segment 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 typically 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 most 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. 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.
On February 27, 2020, the Company acquired interests in a four-clinic physical therapy practice. The four clinics are operated in four separate partnerships. The Company’s interests in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The aggregate purchase price was $11.9 million, of which $11.6 million was paid in cash and $0.3 million in the form of a seller note. The note accrues interest at 4.75% per annum and the principal and interest is payable on February 2022.
On September 30, 2019, the Company acquired a 67% interest in an eleven-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million, of which $12.1 million was paid in cash and $0.3 million in the form of a seller note that is payable in two principal installments totaling $150,000 each, plus accrued interest in September 2020 and September 2021. The note accrues interest at 5.0% per annum.
During the six months ended June 30, 2020, the Company sold 11 previously closed clinics. The aggregate sales price was $1.1 million, of which $0.7 million was paid in cash and $0.4 million in a note receivable payable in two equal installments of principal and any accrued interest on June 15, 2021 and 2022.
As of June 30, 2020, the Company operated 554 clinics in 39 states. The Company also manages physical therapy facilities for third parties, primarily hospital and physicians, with 29 third-party facilities under management as of June 30, 2020.
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 as non-controlling interests and within the income statements as non-controlling interests – permanent equity.
For acquired Clinic Partnerships with redeemable non-controlling interests, the earnings attributable to the redeemable non-controlling interests are recorded within the consolidated statements of income line item – net income attributable to non-controlling interests – redeemable non-controlling interests – temporary equity and the equity interests are recorded on the consolidated balance sheet as redeemable non-controlling interests. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is not included in net income but charged directly to retained earnings and is included in the earnings per basic and diluted share calculation.
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.
Industrial Injury Prevention Services
Since March 2017, the Company has acquired a majority interest in two industrial injury prevention businesses and acquired all of another company in the industrial injury prevention sector. In March 2017, the Company acquired a 55% interest in the initial industrial injury prevention business. On April 30, 2018, the Company acquired a 65% interest in another business in the industrial injury prevention sector. On April 30, 2018, the Company combined the two businesses. After the combination, the Company owned a 59.45% interest in the combined business, Briotix Health, Limited Partnership (“Briotix Health”), the Company’s industrial injury prevention operation.
On April 11, 2019, the Company acquired a third company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network in 45 states including onsite at eleven client locations. The business was then combined with Briotix Health increasing the Company’s ownership position in the partnership to approximately 76.0%.
Services provided in the industrial injury prevention services segment include onsite injury prevention and rehabilitation, performance optimization, post offer employment testing, functional capacity evaluations, and ergonomic assessments. The majority of these services are contracted with and paid for directly by employers, including a number of Fortune 500 companies. Other clients include large insurers and their contractors. The Company performs these services through Industrial Sports Medicine Professionals, consisting of both physical therapists and specialized certified athletic trainers (ATCs).
The results of operations of the acquired clinics and businesses have been included in the Company’s consolidated financial statements since the date of their respective acquisition.
Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions for Form 10-Q. However, the statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Management believes this report contains all necessary adjustments (consisting only of normal recurring adjustments) to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. 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, 2019 filed with the Securities and Exchange Commission on February 28, 2020 (“2019 Annual Report”).
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 three months and six months ended June 30, 2020 are not necessarily indicative of the results the Company expects for the entire year.
The Company included the following Risk Factor which should be read in conjunction with the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020.
We are subject to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (“COVID-19”).
Our operations expose us to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (COVID-19) that has spread globally. Since February, the continued spread has led to disruption and volatility in the global capital markets, which increases the cost of, and adversely impacts access to, capital and increases economic uncertainty. The pandemic has caused an economic slowdown of potentially extended duration, and it is possible that it could cause a global recession.
COVID-19 is having, and will continue to have, an adverse impact on our operations and supply chains, including an increase in cancellations of physical therapy patient appointments and a decline in the scheduling of new or additional patient appointments. Due to these impacts and measures, we have experienced, and will continue to experience, significant and unpredictable reductions and cancellations of our patient visits.
Impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interests (minority interests)
As described in Note 6, the redeemable non-controlling interests in our partnerships are held by our partners. Upon the occurrence of certain events, such as retirement or other termination of employment, partners from acquired partnerships may have the right to exercise a “put” to cause the Company to purchase their redeemable non-controlling interests. Depending on the amount and timing of the exercise of any “put” rights, the funds required could have an adverse impact on the Company’s capital structure.
Impact of COVID-19
As previously disclosed in a series of filings with the SEC and further described in detail in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 filed with the SEC on May 21, 2020, the Company’s results have been negatively impacted by the effects of the COVID-19 pandemic. Management has taken a number of steps to reduce costs, stem operating losses incurred in March and April and increase profits subsequently.
In March, with the onset of the COVID-19 pandemic, the Company, began to furlough or terminate approximately 40% of its 5,500 full and part-time workforce. Since early May, over 750 of the furloughed employees have returned to work on a full or part-time basis.
As of the filing of this quarterly report, the Company continues to experience lower physical therapy revenues; however the Company has seen recent improvement. As stay at home orders and other restrictions have been lifted, we have seen our physical therapy volumes trending upwards, however should stay at home orders or other restrictions be reenacted, we could see the Company’s patient volume and revenues decline.
The Company’s industrial injury prevention business has been less affected by the pandemic and is currently operating at approximately 90% of normal.
We have put preparedness plans in place at our facilities to maintain continuity of operations, while also taking steps to keep employees and patients safe. In line with recommendations to reduce large gatherings and increase social distancing, we have, where practical, transitioned a large number of office-based employees to a remote work environment.
In March 2020, in response to the COVID-19 pandemic, the CARES Act was signed into law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain payroll tax credits associated with the retention of employees.
The Company has received, or expect to receive a number of benefits under The CARES Act including, but not limited to:
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 using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment range from to eight years and for purchased software from to seven years. Leasehold improvements are amortized over the shorter of the lease term or estimated useful lives of the assets, which is generally to five years. The Company did not note an impairment to long-lived assets during this quarter.
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. The Company did not note an impairment to long-lived assets during this quarter.
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 (normally 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 or when other triggering events are identified. 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 2019, there were six regions. In addition to the six regions, in 2019, 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 2019, 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 2019 did not result in any goodwill amounts that were deemed impaired.
Based on the current economic conditions and the decline in patient visits due to the pandemic, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of the reporting units were reduced below their carrying value as of June 30, 2020. As a result of the assessment, the Company determined that it was not more likely than not that goodwill and tradenames of the reporting units was impaired as of June 30, 2020.
As the Company did not note an impairment, no additional disclosures were deemed to be required by management. The Company also considered the impact of these judgments and estimates as they pertain to the disclosure requirements for such items within this Form 10-Q and risks and uncertainties discussions and believes that such disclosure is adequate.
Due to the uncertainty of the current economic conditions resulting from the COVID-19 pandemic, the Company will continue to review its carrying amounts of goodwill and other intangibles.
For the six months ended June 30, 2020, the Company derecognized (wrote-off) goodwill in the amount of $1.9 million related to closed clinics due to COVID-19.
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 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 carrying value, based on the predetermined formula defined in the respective limited partnership agreement. As a result, the value of the non-controlling interest is not adjusted below its initial carrying value. The Company records any adjustment in the redemption value, net of tax, directly to retained earnings and 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 statements of net 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 permanent 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 – Revenue Recognition, 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 consolidated statements 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.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Securities Act (“CARES Act”) was enacted. The CARES Act includes changes to certain tax law related to net operating losses and the deductibility of interest expense and depreciation. ASC 740, Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation had no effect on the Company’s deferred income taxes and current income taxes payable during the six months ended June 30, 2020.
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, 2020. 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 and the redemption value of Redeemable non-controlling interests approximate the respective fair values. The fair value of the Company’s redeemable non-controlling interests is determined based on “Level 3” inputs. The interest rate on the Amended Credit Agreement, which is tied to LIBOR, 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 determining the allocation of resources and in assessing performance. The Company currently operates through two segments: physical therapy operations and industrial injury prevention services.
Use of Estimates
In preparing the Company’s consolidated financial statements, management makes certain estimates and assumptions, especially in relation to, but not limited to, goodwill impairment, tradenames, allocations of purchase price, allowance for receivables, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results may differ from these estimates.
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 an 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, 2020.
Restricted Stock
Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the year after the date of grant. For those granted to officers, the restrictions will lapse in equal quarterly installments during the four years following the date of grant. Compensation expense for grants of restricted stock is recognized based on the fair value per share on the date of grant amortized over the vesting period. The Company recognizes any forfeitures as they occur. The restricted stock issued is included in basic and diluted shares for the earnings per share computation.
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, including trade receivables. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The standard is required to be applied using the modified retrospective approach with a cumulative-effect adjustment to retained earnings, if any, upon adoption.
The Company has completed the adoption of the standard on January 1, 2020. The financial instruments subject to ASU 2016-13 are the Company’s accounts receivable derived from contracts with customers. A significant portion of the Company’s accounts receivable are from highly-solvent, creditworthy payors including governmental programs such as Medicare and Medicaid, and highly regulated commercial insurers. The Company’s estimate of expected credit losses as of January 1, 2020, using its expected credit loss evaluation process, resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings on the adoption date of the standard.
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 has completed the adoption of the standard on January 1, 2020 and there was no impact to goodwill from the Company’s adoption of this change.
Recently Issued Accounting Guidance
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its combined financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption is permitted. We are currently evaluating the impact this guidance may have on our consolidated financial statements and related footnote disclosures.
|
ACQUISITIONS OF BUSINESSES |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS OF BUSINESSES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS OF BUSINESSES |
2. ACQUISITIONS OF BUSINESSES
On February 27, 2020, the Company acquired interests in a four-clinic physical therapy practice. The four clinics are in four separate partnerships. The Company’s interests in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The aggregate purchase price was $11.9 million, of which $11.6 million was paid in cash and $0.3 million in the form of a seller note. The note accrues interest at 4.75% per annum and the principal and interest is payable on February 2022.
The purchase price plus the fair value of the non-controlling interests for the acquisitions in 2020 was 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 estimated fair values at the acquisition date, with the amount in excess of fair values being recorded as goodwill. The Company is in the process of completing its formal valuation analysis of the acquisitions, 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, 2020 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result in adjustments to goodwill. The Company does not expect the adjustments to be material.
For the acquisitions in 2020, 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 amortization period is 11.0 years. For non-compete agreements, the amortization period is 6.0 years.
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 2020 acquisitions has been preliminarily allocated as follows (in thousands):
On September 30, 2019, the Company acquired a 67% interest in an eleven-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million, of which $12.1 million was paid in cash and $0.3 million in the form of a seller note that is payable in two principal installments totaling $150,000 each, plus accrued interest in September 2020 and September 2021. The note accrues interest at 5.0% per annum.
On April 11, 2019, the Company acquired a company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network of 45 states including onsite at eleven client locations. The business was then combined with Briotix Health, the Company’s industrial injury prevention operation, increasing the Company’s ownership position in the Briotix Health partnership to approximately 76.0%. The purchase price for the acquired company was $22.9 million ($23.6 million less cash acquired of $0.7 million), which consisted of $18.9 million in cash, (of which $0.5 million will be paid to certain shareholders), and a $4.0 million seller note. The note accrues interest at 5.5% and the principal and accrued interest is payable, on April 9, 2021.
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.
For the 2019 acquisitions, a majority of total current assets primarily represents accounts receivable. Total non-current assets are fixed assets and equipment used in the practice.
The purchase price for the 2019 acquisitions has been allocated as follows (in thousands):
* Industrial injury prevention services
The purchase prices plus the fair value of the non-controlling interests for the acquisitions in 2019 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. The Company has completed its formal valuation analyses for the IIPS acquisition in 2019 with immaterial changes to the values. The Company is in the process of completing its formal valuation analysis of the 2019 physical therapy operations acquisition, 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, 2020 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result in adjustments to goodwill. The Company does not expect the adjustments to be material.
For the acquisitions in 2019, 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 weighted average amortization period was 11.0 years at December 31, 2019. For non-compete agreements, the weighted average amortization period was 6.0 years at December 31, 2019. The values assigned to tradenames are tested annually for impairment.
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 the 2020 and 2019 acquisitions have not been included as the results, individually and in the aggregate, were not material to current operations.
During 2019, the Company acquired additional interests in four partnerships which are included in non-controlling interest. The additional interests purchased in each of the partnerships ranged from 1% and 55%. Also in 2019, the Company sold a 1% interest in a partnership. The net after tax difference between the payments and the portion of undistributed earnings of $196,000 was credited to additional paid-in capital.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUE RECOGNITION |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUE RECOGNITION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUE RECOGNITION |
3. REVENUE RECOGNITION
Categories
Revenues are recognized in the period in which services are rendered.
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. Net patient revenues (patient revenues less estimated contractual adjustments) are recognized at the estimated net realizable amounts from third-party payors, patients and others in exchange for services rendered when obligations under the terms of the contract are satisfied. There is an implied contract between us and the patient upon each patient visit. Generally, this occurs as the Company provides physical and occupational therapy services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. The Company has agreements with third-party payors that provide 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 at the point in time when services are performed. Costs, typically salaries for our employees, are recorded when incurred.
Revenues from the industrial injury prevention services segment, which are also included in other revenues in the consolidated statements of net income, are derived from onsite services the Company provides to clients’ employees including injury prevention, rehabilitation, ergonomic assessments and performance optimization. Revenue from the industrial injury prevention services segment is recognized when obligations under the terms of the contract are satisfied. Revenues are recognized at an amount equal to the consideration the Company expects to receive in exchange for providing injury prevention services to its clients. The revenue is determined and recognized based on the number of hours and respective rate for services provided in a given period.
Additionally, other revenues include services the Company provides on-site, such as schools, for physical or occupational therapy services, and fees from athletic trainers. Contract terms and rates are agreed to in advance between the Company and the third parties. Services are typically performed over the contract period and revenue is recorded at the point of service. If the services are paid in advance, revenue is recorded as a liability over the period of the agreement and recognized at the point in time, when the services are performed.
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 clinic operating costs in the statements of net income. Patient 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.
The following table details the revenue related to the various categories (in thousands):
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 was applied to the fee schedule payment rates; for services provided in 2019, a 0.25% increase was applied to the fee schedule payment rates before applying the mandatory budget neutrality adjustment. For services provided in 2020 through 2025, a 0.0% update will be applied each year to the fee schedule payment rates, before applying the mandatory budget neutrality adjustment. However, in the 2021 MPFS Final Rule, CMS proposed an increase to the code values for office/outpatient evaluation and management (E/M) codes and cuts to other codes to maintain budget neutrality of the MPFS. This change in code valuations would be effective January 1, 2021. Under the proposal, physical/occupational therapy services could see code reductions that may result in an estimated 9% decrease in payment. In announcing this possible reduction in the applicable physical/occupational therapy codes, CMS indicated that it would further consider and address industry and provider concerns before finalizing the 2021 code values.
Our physical therapists and occupational therapists are able to provide services to patients on a remote basis, using a variety of technologies. This has been particularly helpful during the COVID-19 pandemic, as some patients are reluctant to travel. Reimbursement and coverage for these services vary among payors. Effective as of March 1, 2020, CMS provided a temporary waiver to allow physical therapists and occupational therapists (and their respective assistants) to perform and be reimbursed for the full scope of services performed remotely as “telehealth visits”. The foregoing telehealth temporary waiver will continue until the end of the COVID-19 pandemic as determined by HHS. HHS has the authority extend the public health emergency, which it did on July 23, 2020.
Beginning in 2021, payments to individual therapists (Physical/Occupational Therapist in Private Practice) paid under the fee schedule may be subject to adjustment based on performance in the Merit Based Incentive Payment System (“MIPS”), which measures performance based on certain quality metrics, resource use, and meaningful use of electronic health records. Under the MIPS requirements, a provider's performance is assessed according to established performance standards each year and then is used to determine an adjustment factor that is applied to the professional's payment for the corresponding payment year. The provider’s MIPS performance in 2019 will determine the payment adjustment in 2021. Each year from 2019 through 2024, professionals who receive a significant share of their revenues through an alternate payment model (“APM”), (such as accountable care organizations or bundled payment arrangements) that involves risk of financial losses and a quality measurement component will receive a 5% bonus in the corresponding payment year. The bonus payment for APM participation is intended to encourage participation and testing of new APMs and to promote the alignment of incentives across payors. The specifics of the MIPS and APM adjustments 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.The CARES Act, enacted on March 27, 2020, temporarily suspended the 2% payment adjustment, effective for claims with dates of service from May 1, 2020 through December 31, 2020.
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 by therapy assistants on or after January 1, 2020 must include a modifier indicating the service was furnished by a therapy assistant. Outpatient therapy services furnished on or after January 1, 2022 in whole or part by a therapy 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 our financial statements as of June 30, 2020. 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 the six months ended June 30, 2020 and 2019, net patient revenue from Medicare accounted for approximately $44.4 million and $59.4 million, respectively.
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 its contractual allowance reserves. 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, 2020.
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 consolidated statements of income.
The Company’s performance obligations are satisfied at a 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.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
OTHER INCOME |
6 Months Ended |
|---|---|
Jun. 30, 2020 | |
| OTHER INCOME [Abstract] | |
| OTHER INCOME |
4. OTHER INCOME
Sale of clinics
The Company recognized a gain of $1.1 million in the second quarter of 2020, included in other income, resulting from the sale of 11 previously closed clinics.
Receipts of Relief Funds
The Company received $7.9 million of funds from the Public Health and Social Services Emergency Fund (“Relief Fund”) as part of the CARES Act. The Relief Fund monies do not have to be repaid, were used for operations and to offset losses due to the COVID-19 pandemic in the second quarter of 2020.
|
EARNINGS PER SHARE |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EARNINGS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EARNINGS PER SHARE |
5. EARNINGS PER SHARE
In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Footnote 6 – Redeemable Non-Controlling Interest), net of tax, charged directly to retained earnings is included in the earnings per basic and diluted share calculation. The following table provides a detail of the basic and diluted earnings per share computation (in thousands, except per share data).
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REDEEMABLE NON-CONTROLLING INTEREST |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REDEEMABLE NON-CONTROLLING INTEREST [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REDEEMABLE NON-CONTROLLING INTEREST |
6. REDEEMABLE NON-CONTROLLING INTEREST
Since October 2017, when the Company acquires a majority interest (the “Acquisition”) in a physical therapy clinic business (referred to as “Therapy Practice”), these Acquisitions occur in a series of steps which are described below.
The Partnership Agreement contains provisions for the redemption of the Seller Entity Interest, either at the option of the Company (the “Call Right”) or at the option of the Seller Entity (the “Put Right”) as follows:
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 three and six months ended June 30, 2020, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interests (in thousands):
The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GOODWILL [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| GOODWILL |
7. GOODWILL
The changes in the carrying amount of goodwill consisted of the following (in thousands):
The derecognition (write-off) of goodwill in the amount of $1.9 million was related to certain clinics that have been permanently closed.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE ASSETS, NET |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS, NET [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS, NET |
8. INTANGIBLE ASSETS, NET
Intangible assets, net as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands):
Tradenames, referral relationships and non-compete agreements are related to the businesses acquired. The value assigned to tradenames has an indefinite life and is tested at least annually for impairment using the relief from royalty method in conjunction with the Company’s annual goodwill impairment test. The value assigned to referral relationships is being amortized over their respective estimated useful lives which range from to sixteen years. Non-compete agreements are amortized over the respective term of the agreements which range from to six years.
The following table details the amount of amortization expense recorded for intangible assets for the three months and six months ended June 30, 2020 and 2019 (in thousands):
Based on the balance of referral relationships and non-compete agreements as of June 30, 2020, the expected amount to be amortized in 2020 and thereafter by year is as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED EXPENSES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED EXPENSES |
9. ACCRUED EXPENSES
Accrued expenses as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands):
In response to the COVID-19 pandemic, the federal government approved the CARES Act. The CARES Act allowed for qualified healthcare providers to receive advanced payments under the existing Medicare Accelerated and Advance Payments Program (“MAAPP funds”) during the COVID-19 pandemic. Under this program, healthcare providers could choose to receive advanced payments for future Medicare services provided. The Company applied for and received approval from Centers for Medicare & Medicaid Services (“CMS”) in April 2020. The Company recorded these payments as a liability until all performance obligations have been met as the payments were made on behalf of patients before services were provided. Currently, MAAPP funds received will be applied to future Medicare billings commencing in August 2020, with all such remaining amounts required to be repaid by November 2020. Beginning November 2020, any unpaid balance will begin accruing interest. Failure to repay the advanced payments when due will result in interest charges on the outstanding balance owed.
Closure costs consist primarily of remaining lease commitments.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE AND AMENDED CREDIT AGREEMENT |
10. NOTES PAYABLE AND AMENDED CREDIT AGREEMENT
Amounts outstanding under the Amended Credit Agreement (as defined below) and notes payable as of June 30, 2020 and December 31, 2019 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 $50.0 million 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 $10.0 million 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 $15.0 million 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 $20.0 million and extended the maturity date to November 30, 2021.
On June 30, 2020, $33.0 million was outstanding on the Amended Credit Agreement resulting in $92.0 million of availability. As of June 30, 2020, the Company was in compliance with all of the covenants contained in the Amended Credit Agreement. Given the uncertainty inherent in operating results due to the COVID-19 pandemic, the Company continues to closely monitor covenant compliance. The Company will engage as required in discussions with its lender regarding an amendment to the facility so as to maintain compliance with all covenants.
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 acquisitions on February 27, 2020, the Company entered into a note payable in the amount of $300,000 payable in February 2022 plus accrued interest. During the quarter ended June 30, 2020, the Company entered into various notes payable as a means of financing a portion of its acquisition of partner’s non-controlling interest in the amount of $0.2 million. Interest accrues at the rate of 4.75% per annum. In conjunction with the 2019 acquisitions, the Company entered into notes payable in the aggregate amount of $4.8 million of which an aggregate principal payment of $4.6 million is due in 2021 and $0.2 million is due in 2022. Interest accrues in the range of 3.25% to 5.50% per annum and is payable with each principal installment.
Subsequent aggregate annual payments of principal required pursuant to the Amended Credit Agreement and outstanding notes payable at June 30, 2020 are as follows (in thousands):
The outstanding amounts under the Amended Credit Agreement facility (balance at June 30, 2020 of $33.0 million) mature on November 30, 2021.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES |
11. LEASES
The Company has operating leases for its corporate offices and operating facilities. The Company determines if an arrangement is a lease at the inception of a contract. Effective January 1, 2019, right-of-use assets and operating lease liabilities are included in its consolidated balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent net present value of the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at commencement date based on the net present value of the fixed lease payments over the lease term. The Company’s operating lease terms are generally five years or less. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating fixed lease expense is recognized on a straight-line basis over the lease term.
In accordance with ASC 842, the Company records on its consolidated balance sheet leases with a term greater than 12 months. The Company has elected, in compliance with current accounting standards, not to record leases with an initial terms of 12 months or less in the consolidated balance sheet. ASC 842 requires the separation of the fixed lease components from the variable lease components. The Company has elected the practical expedient to account for separate lease components of a contract as a single lease cost thus causing all fixed payments to be capitalized. Non-lease and variable cost components are not included in the measurement of the right-of-use assets or operating lease liabilities. The Company also elected the package of practical expedients permitted within ASC 842, which among other things, allows the Company to carry forward historical lease classification. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage are not included in the right-of- use assets or operating lease liabilities. These are expensed as incurred and recorded as variable lease expense.
For the three months and six months ended June 30, 2020, the components of lease expense were as follows (in thousands):
* Sublease income was immaterial
Lease cost is reflected in the consolidated statement of net income in the line item – rent, supplies, contract labor and other.
Supplemental information related to leases was as follows (in thousands):
* Includes the right-of-use assets obtained in exchange for lease liabilities of $82.6 million which were recognized upon adoption of ASC Topic 842 at January 1, 2019.
The aggregate future lease payments for operating leases as of June 30, 2020 were as follows (in thousands):
Average lease terms and discount rates were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEGMENT INFORMATION |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT INFORMATION [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT INFORMATION |
12. SEGMENT INFORMATION
The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. Included in the physical therapy operations segment are revenues from management contract services and other services which include services the Company provides on-site, such as schools for athletic trainers.
The Company evaluates performance of the segments based on gross profit. The Company has provided additional information regarding its reportable segments, which contributes to the understanding of the Company and provides useful information.
The following table summarizes selected financial data for the Company’s reportable segments. Prior year results presented herein have been changed to conform to the current presentation.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMON STOCK |
6 Months Ended |
|---|---|
Jun. 30, 2020 | |
| COMMON STOCK [Abstract] | |
| COMMON STOCK |
13. 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 185,139 shares (based on the closing price of $81.02 on June 30, 2020) 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, 2020.
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2020 | |
| 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 using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment range from to eight years and for purchased software from to seven years. Leasehold improvements are amortized over the shorter of the lease term or estimated useful lives of the assets, which is generally to five years. The Company did not note an impairment to long-lived assets during this quarter.
|
| 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. The Company did not note an impairment to long-lived assets during this quarter.
|
| 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 (normally 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 or when other triggering events are identified. 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 2019, there were six regions. In addition to the six regions, in 2019, 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 2019, 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 2019 did not result in any goodwill amounts that were deemed impaired.
Based on the current economic conditions and the decline in patient visits due to the pandemic, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of the reporting units were reduced below their carrying value as of June 30, 2020. As a result of the assessment, the Company determined that it was not more likely than not that goodwill and tradenames of the reporting units was impaired as of June 30, 2020.
As the Company did not note an impairment, no additional disclosures were deemed to be required by management. The Company also considered the impact of these judgments and estimates as they pertain to the disclosure requirements for such items within this Form 10-Q and risks and uncertainties discussions and believes that such disclosure is adequate.
Due to the uncertainty of the current economic conditions resulting from the COVID-19 pandemic, the Company will continue to review its carrying amounts of goodwill and other intangibles.
For the six months ended June 30, 2020, the Company derecognized (wrote-off) goodwill in the amount of $1.9 million related to closed clinics due to COVID-19.
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 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 carrying value, based on the predetermined formula defined in the respective limited partnership agreement. As a result, the value of the non-controlling interest is not adjusted below its initial carrying value. The Company records any adjustment in the redemption value, net of tax, directly to retained earnings and 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 statements of net 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 permanent 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 – Revenue Recognition, 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 consolidated statements 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.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Securities Act (“CARES Act”) was enacted. The CARES Act includes changes to certain tax law related to net operating losses and the deductibility of interest expense and depreciation. ASC 740, Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation had no effect on the Company’s deferred income taxes and current income taxes payable during the six months ended June 30, 2020.
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, 2020. 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 and the redemption value of Redeemable non-controlling interests approximate the respective fair values. The fair value of the Company’s redeemable non-controlling interests is determined based on “Level 3” inputs. The interest rate on the Amended Credit Agreement, which is tied to LIBOR, 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 determining the allocation of resources and in assessing performance. The Company currently operates through two segments: physical therapy operations and industrial injury prevention services.
|
| 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, goodwill impairment, tradenames, allocations of purchase price, allowance for receivables, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results may differ from these estimates.
|
| 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 an 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, 2020.
|
| 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 lapse in equal annual installments on the following anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the year after the date of grant. For those granted to officers, the restrictions will lapse in equal quarterly installments during the four years following the date of grant. Compensation expense for grants of restricted stock is recognized based on the fair value per share on the date of grant amortized over the vesting period. The Company recognizes any forfeitures as they occur. The restricted stock issued is included in basic and diluted shares for the earnings per share computation.
|
| Recently Adopted Accounting Guidance |
Recently Adopted Accounting Guidance
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses, which added a new impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses. The CECL model applies to most debt instruments, including trade receivables. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. The standard is required to be applied using the modified retrospective approach with a cumulative-effect adjustment to retained earnings, if any, upon adoption.
The Company has completed the adoption of the standard on January 1, 2020. The financial instruments subject to ASU 2016-13 are the Company’s accounts receivable derived from contracts with customers. A significant portion of the Company’s accounts receivable are from highly-solvent, creditworthy payors including governmental programs such as Medicare and Medicaid, and highly regulated commercial insurers. The Company’s estimate of expected credit losses as of January 1, 2020, using its expected credit loss evaluation process, resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings on the adoption date of the standard.
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 has completed the adoption of the standard on January 1, 2020 and there was no impact to goodwill from the Company’s adoption of this change.
|
| Recently Issued Accounting Guidance |
Recently Issued Accounting Guidance
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate and other interbank offered rates to alternative reference rates. The new guidance was effective upon issuance, and the Company is allowed to elect to apply the amendments prospectively through December 31, 2022. The Company is currently evaluating the impact this standard will have on its combined financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption is permitted. We are currently evaluating the impact this guidance may have on our consolidated financial statements and related footnote disclosures.
|
ACQUISITIONS OF BUSINESSES (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS OF BUSINESSES [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preliminary Purchase Prices Allocation |
The purchase price for the 2020 acquisitions has been preliminarily allocated as follows (in thousands):
The purchase price for the 2019 acquisitions has been allocated as follows (in thousands):
* Industrial injury prevention services
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REVENUE RECOGNITION (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REVENUE RECOGNITION [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disaggregation of Revenue, Categories |
The following table details the revenue related to the various categories (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EARNINGS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Computations of Basic and Diluted Earnings Per Share |
In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Footnote 6 – Redeemable Non-Controlling Interest), net of tax, charged directly to retained earnings is included in the earnings per basic and diluted share calculation. The following table provides a detail of the basic and diluted earnings per share computation (in thousands, except per share data).
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REDEEMABLE NON-CONTROLLING INTEREST (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REDEEMABLE NON-CONTROLLING INTEREST [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Changes in Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest |
For the three and six months ended June 30, 2020, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interests (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
GOODWILL (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS, NET [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets, Net |
Intangible assets, net as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization Expenses |
The following table details the amount of amortization expense recorded for intangible assets for the three months and six months ended June 30, 2020 and 2019 (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of Tradename, Referral Relationships and Non-Competition Agreements |
Based on the balance of referral relationships and non-compete agreements as of June 30, 2020, the expected amount to be amortized in 2020 and thereafter by year is as follows (in thousands):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED EXPENSES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Expenses |
Accrued expenses as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit Agreement and Notes Payable |
Amounts outstanding under the Amended Credit Agreement (as defined below) and notes payable as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aggregate Annual Payments of Principal Required to Revolving Credit Facility |
Subsequent aggregate annual payments of principal required pursuant to the Amended Credit Agreement and outstanding notes payable at June 30, 2020 are as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Components of Lease Expense |
For the three months and six months ended June 30, 2020, the components of lease expense were as follows (in thousands):
* Sublease income was immaterial
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Supplemental Information Related to Leases |
Supplemental information related to leases was as follows (in thousands):
* Includes the right-of-use assets obtained in exchange for lease liabilities of $82.6 million which were recognized upon adoption of ASC Topic 842 at January 1, 2019.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Future Lease Payments for Operating Leases |
The aggregate future lease payments for operating leases as of June 30, 2020 were as follows (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Average Lease Terms and Discount Rates |
Average lease terms and discount rates were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SEGMENT INFORMATION (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT INFORMATION [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selected Financial Data for Reportable Segments |
The following table summarizes selected financial data for the Company’s reportable segments. Prior year results presented herein have been changed to conform to the current presentation.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACQUISITIONS OF BUSINESSES (Details) |
6 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|
Feb. 27, 2020
USD ($)
Clinic
Partnership
|
Sep. 30, 2019
USD ($)
Installment
Clinic
|
Apr. 11, 2019
USD ($)
State
Location
|
Apr. 30, 2018
Business
|
Jun. 30, 2020
USD ($)
|
Jun. 30, 2019
USD ($)
|
Dec. 31, 2019
USD ($)
Partnership
|
Mar. 31, 2017 |
||||
| Business Combination, Description [Abstract] | |||||||||||
| Number of partnerships in which interest acquired | Partnership | 4 | ||||||||||
| Cash paid, net of cash acquired | $ 11,633,000 | $ 18,239,000 | |||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Sale of non-controlling interest percentage in partnership one | 1.00% | ||||||||||
| Tax effect on sale price | $ 196,000 | ||||||||||
| Minimum [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Percentage of interest acquired | 1.00% | ||||||||||
| Maximum [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Percentage of interest acquired | 55.00% | ||||||||||
| Referral Relationships [Member] | |||||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Estimated useful lives of acquired intangibles | 11 years | 11 years | |||||||||
| Non-compete Agreements [Member] | |||||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Estimated useful lives of acquired intangibles | 6 years | 6 years | |||||||||
| Physical Therapy Operations [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Cash paid, net of cash acquired | $ 12,170,000 | ||||||||||
| Payable to shareholders of seller | 0 | ||||||||||
| Seller note | 300,000 | ||||||||||
| Total consideration | 12,470,000 | ||||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Total current assets | 693,000 | ||||||||||
| Total non-current assets | 3,019,000 | ||||||||||
| Total liabilities | (2,816,000) | ||||||||||
| Net tangible assets acquired | 896,000 | ||||||||||
| Referral relationships | 2,600,000 | ||||||||||
| Non-compete | 270,000 | ||||||||||
| Tradename | 740,000 | ||||||||||
| Goodwill | 14,193,000 | ||||||||||
| Fair value of non-controlling interest (classified as redeemable non-controlling interests) | (6,229,000) | ||||||||||
| Total consideration | 12,470,000 | ||||||||||
| IIPS [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Number of states of network services | State | 45 | ||||||||||
| Number of onsite client locations | Location | 11 | ||||||||||
| Percentage of interest acquired | 76.00% | 65.00% | 55.00% | ||||||||
| Number of clinics | Business | 2 | ||||||||||
| Aggregate purchase price for the acquired clinic practices | $ 23,600,000 | ||||||||||
| Cash paid for acquisition of interest in clinic | $ 18,900,000 | ||||||||||
| Percentage of interest accrued | 5.50% | ||||||||||
| Net of cash acquired | $ 700,000 | ||||||||||
| Cash paid, net of cash acquired | [1] | 18,427,000 | |||||||||
| Payable to shareholders of seller | [1] | 486,000 | |||||||||
| Seller note | $ 4,000,000.0 | 4,000,000 | [1] | ||||||||
| Total consideration | [1] | 22,913,000 | |||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Total current assets | [1] | 1,641,000 | |||||||||
| Total non-current assets | [1] | 878,000 | |||||||||
| Total liabilities | [1] | (2,979,000) | |||||||||
| Net tangible assets acquired | [1] | (460,000) | |||||||||
| Referral relationships | [1] | 3,400,000 | |||||||||
| Non-compete | [1] | 250,000 | |||||||||
| Tradename | [1] | 1,300,000 | |||||||||
| Goodwill | [1] | 18,423,000 | |||||||||
| Fair value of non-controlling interest (classified as redeemable non-controlling interests) | [1] | 0 | |||||||||
| Total consideration | [1] | $ 22,913,000 | |||||||||
| Clinic Practice [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Percentage of interest acquired | 65.00% | 67.00% | |||||||||
| Number of clinics | Clinic | 4 | 11 | |||||||||
| Aggregate purchase price for the acquired clinic practices | $ 11,900,000 | $ 12,400,000 | |||||||||
| Cash paid for acquisition of interest in clinic | $ 11,600,000 | $ 12,100,000 | |||||||||
| Number of installments | Installment | 2 | ||||||||||
| Principal installments | $ 150,000 | ||||||||||
| Number of partnerships in which interest acquired | Partnership | 4 | ||||||||||
| Percentage of interest accrued | 4.75% | 5.00% | |||||||||
| Seller note | $ 300,000 | $ 300,000 | |||||||||
| Clinic Practice [Member] | Minimum [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Percentage of interest acquired | 10.00% | ||||||||||
| Clinic Practice [Member] | Maximum [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Percentage of interest acquired | 83.80% | ||||||||||
| Acquisitions [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Cash paid, net of cash acquired | $ 30,597,000 | ||||||||||
| Payable to shareholders of seller | 486,000 | ||||||||||
| Seller note | 4,300,000 | ||||||||||
| Total consideration | 35,383,000 | ||||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Total current assets | 2,334,000 | ||||||||||
| Total non-current assets | 3,897,000 | ||||||||||
| Total liabilities | (5,795,000) | ||||||||||
| Net tangible assets acquired | 436,000 | ||||||||||
| Referral relationships | 6,000,000 | ||||||||||
| Non-compete | 520,000 | ||||||||||
| Tradename | 2,040,000 | ||||||||||
| Goodwill | 32,616,000 | ||||||||||
| Fair value of non-controlling interest (classified as redeemable non-controlling interests) | (6,229,000) | ||||||||||
| Total consideration | $ 35,383,000 | ||||||||||
| Acquisitions [Member] | Physical Therapy Operations [Member] | |||||||||||
| Business Combination, Description [Abstract] | |||||||||||
| Cash paid, net of cash acquired | $ 11,633,000 | ||||||||||
| Seller note | 300,000 | ||||||||||
| Total consideration | 11,933,000 | ||||||||||
| Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||
| Total current assets | 778,000 | ||||||||||
| Total non-current assets | 400,000 | ||||||||||
| Total liabilities | (469,000) | ||||||||||
| Net tangible assets acquired | 709,000 | ||||||||||
| Referral relationships | 1,600,000 | ||||||||||
| Non-compete | 750,000 | ||||||||||
| Tradename | 1,500,000 | ||||||||||
| Goodwill | 13,845,000 | ||||||||||
| Fair value of non-controlling interest (classified as redeemable non-controlling interests) | (6,471,000) | ||||||||||
| Total consideration | $ 11,933,000 | ||||||||||
| |||||||||||
REVENUE RECOGNITION (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Feb. 09, 2018 |
Nov. 02, 2015 |
Apr. 01, 2013 |
|
| Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | |||||||
| Revenue related to the various categories | $ 83,857,000 | $ 126,373,000 | $ 196,574,000 | $ 242,604,000 | |||
| Medicare Reimbursement [Abstract] | |||||||
| Estimated percentage of decrease in payment | 9.00% | ||||||
| Federal debt ceiling in connection with deficit reductions | 10 years | ||||||
| Reductions in federal spending | $ 1,200,000,000,000 | ||||||
| Medicare spending cut percentage | 2.00% | ||||||
| Expected reduction in Medicare spending percentage | 2.00% | 2.00% | 2.00% | ||||
| Percentage of payment adjustment temporary suspended | 2.00% | ||||||
| Combined physical therapy/speech language pathology expenses | $ 3,700 | ||||||
| Reduction in combined physical therapy/speech language pathology expenses | $ 3,000 | ||||||
| Percentage of practice expense component | 100.00% | ||||||
| Percentage reduction for service | 50.00% | ||||||
| Percentage of payment for outpatient therapy services | 85.00% | ||||||
| Net patient revenue from Medicare accounts | $ 44,400,000 | 59,400,000 | |||||
| Contractual Allowances [Abstract] | |||||||
| Difference between net revenues and corresponding cash collections, approximately of net revenues | 1.00% | ||||||
| Difference between actual aggregate contractual reserve and estimated contractual allowance reserve percentage | 1.00% | ||||||
| Maximum contractual allowance reserve estimate | 1.00% | ||||||
| Year 2017 [Member] | Maximum [Member] | |||||||
| Medicare Reimbursement [Abstract] | |||||||
| Annual limit on physical therapy and speech language pathology services | $ 1,980 | ||||||
| Annual limit occupational therapy services | $ 1,980 | ||||||
| Year 2018 [Member] | |||||||
| Medicare Reimbursement [Abstract] | |||||||
| Percentage of increase in Medicare payment rates | 0.50% | ||||||
| Year 2019 [Member] | |||||||
| Medicare Reimbursement [Abstract] | |||||||
| Percentage of increase in Medicare payment rates | 0.25% | ||||||
| From 2019 through 2024 [Member] | |||||||
| Medicare Reimbursement [Abstract] | |||||||
| Percentage of bonus payment by APM | 5.00% | ||||||
| From 2020 through 2025 [Member] | |||||||
| Medicare Reimbursement [Abstract] | |||||||
| Percentage of increase in Medicare payment rates | 0.00% | ||||||
| Net Patient Revenues [Member] | |||||||
| Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | |||||||
| Revenue related to the various categories | 72,279,000 | 113,363,000 | $ 172,405,000 | 220,013,000 | |||
| Management Contract Revenues [Member] | |||||||
| Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | |||||||
| Revenue related to the various categories | 1,592,000 | 2,215,000 | 3,740,000 | 4,360,000 | |||
| Other Revenues [Member] | |||||||
| Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | |||||||
| Revenue related to the various categories | 328,000 | 507,000 | 895,000 | 1,043,000 | |||
| Physical Therapy Operations [Member] | |||||||
| Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | |||||||
| Revenue related to the various categories | 74,199,000 | 116,085,000 | 177,040,000 | 225,416,000 | |||
| Industrial Injury Prevention Services Revenues [Member] | |||||||
| Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | |||||||
| Revenue related to the various categories | $ 9,658,000 | $ 10,288,000 | $ 19,534,000 | $ 17,188,000 | |||
OTHER INCOME (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
|
Jun. 30, 2020
USD ($)
Clinic
|
Jun. 30, 2019
USD ($)
|
Jun. 30, 2020
USD ($)
Clinic
|
Jun. 30, 2019
USD ($)
|
|
| Other Income [Abstract] | ||||
| Gain on sale of closed clinics | $ 1,100 | |||
| Number of clinics closed | Clinic | 11 | 11 | ||
| Relief funds received | $ 7,959 | $ 0 | $ 7,959 | $ 0 |
| Public Health and Social Services Emergency Fund [Member] | ||||
| Other Income [Abstract] | ||||
| Relief funds received | $ 7,900 | |||
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| Computation of earnings per share - USPH shareholders [Abstract] | ||||
| Net income attributable to USPH shareholders | $ 10,232 | $ 14,620 | $ 11,248 | $ 23,063 |
| Credit (charges) to retained earnings [Abstract] | ||||
| Revaluation of redeemable non-controlling interest | 3,344 | (5,169) | 5,473 | (9,830) |
| Tax effect at statutory rate (federal and state) of 26.25% | (878) | 1,356 | (1,437) | 2,580 |
| Net income attributable to common shareholders | $ 12,698 | $ 10,807 | $ 15,284 | $ 15,813 |
| Earnings per share (basic and diluted) (in dollars per share) | $ 0.99 | $ 0.85 | $ 1.19 | $ 1.24 |
| Shares used in computation [Abstract] | ||||
| Basic and diluted earnings per share - weighted-average shares (in shares) | 12,843 | 12,767 | 12,820 | 12,738 |
| Federal and state statutory income tax rate | 26.25% | |||
REDEEMABLE NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| Changes in Carrying Amount of Redeemable Non-Controlling Interests [Roll Forward] | ||||||
| Beginning balance | $ 137,750 | |||||
| Operating results allocated to redeemable non-controlling interest partners | $ 2,996 | $ 3,378 | 4,792 | $ 5,773 | ||
| Ending balance | 136,728 | 136,728 | ||||
| Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest [Abstract] | ||||||
| Fair value | 136,728 | 137,750 | $ 136,728 | |||
| Redeemable Non-Controlling Interest [Member] | ||||||
| Changes in Carrying Amount of Redeemable Non-Controlling Interests [Roll Forward] | ||||||
| Beginning balance | 140,498 | 137,196 | 137,750 | 133,943 | ||
| Operating results allocated to redeemable non-controlling interest partners | 2,996 | 3,378 | 4,792 | 5,773 | ||
| Distributions to redeemable non-controlling interest partners | (2,054) | (3,641) | (3,665) | (5,163) | ||
| Changes in the fair value of redeemable non-controlling interest | (3,344) | 5,169 | (5,473) | 9,830 | ||
| Purchases of redeemable non-controlling interest | (1,372) | (2,604) | (3,224) | (4,885) | ||
| Acquired interest | 0 | 0 | 6,471 | 0 | ||
| Reduction of non-controlling interest due to sale of USPH partnership interest | 0 | (6,132) | 0 | (6,132) | ||
| Sales of redeemable non-controlling interest - temporary equity | 564 | 2,870 | 564 | 2,870 | ||
| Notes receivable related to sales of redeemable non-controlling interest - temporary equity | (545) | (2,870) | (545) | (2,870) | ||
| Adjustments in notes receivable related to the sales of redeemable non-controlling interest - temporary equity | (15) | 0 | 58 | 0 | ||
| Ending balance | 136,728 | 133,366 | 136,728 | 133,366 | ||
| Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest [Abstract] | ||||||
| Contractual time period has lapsed but holder's employment has not been terminated | 72,815 | $ 52,937 | ||||
| Contractual time period has not lapsed and holder's employment has not been terminated | 63,913 | 80,429 | ||||
| Holder's employment has terminated and contractual time period has expired | 0 | 0 | ||||
| Holder's employment has terminated and contractual time period has not expired | 0 | 0 | ||||
| Fair value | $ 136,728 | $ 133,366 | $ 136,728 | $ 133,366 | $ 136,728 | $ 133,366 |
| Therapy Practice [Member] | Minimum [Member] | ||||||
| Business Combination, Description [Abstract] | ||||||
| Business acquisition, percentage of limited partnership acquired | 50.00% | |||||
| Therapy Practice [Member] | Maximum [Member] | ||||||
| Business Combination, Description [Abstract] | ||||||
| Business acquisition, percentage of limited partnership acquired | 90.00% | |||||
| Therapy Practice [Member] | NewCo. [Member] | ||||||
| Business Combination, Description [Abstract] | ||||||
| Percentage of equity interest of subsidiary contributed for acquisition | 100.00% | |||||
| Business acquisition, percentage of general partnership interest acquired | 100.00% | |||||
| Business acquisition, consideration payable, term of note | 2 years | |||||
| Employment agreement renewal term | 1 year | |||||
| Non-Compete agreement term under condition of termination of employment of employed selling shareholder | 2 years | |||||
| Therapy Practice [Member] | NewCo. [Member] | Minimum [Member] | ||||||
| Business Combination, Description [Abstract] | ||||||
| Employment agreement term | 3 years | |||||
| Non-Compete agreement term regardless of whether the selling shareholder is employed | 5 years | |||||
| Therapy Practice [Member] | NewCo. [Member] | Maximum [Member] | ||||||
| Business Combination, Description [Abstract] | ||||||
| Employment agreement term | 5 years | |||||
| Non-Compete agreement term regardless of whether the selling shareholder is employed | 6 years | |||||
GOODWILL (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Goodwill [Roll Forward] | |||||
| Beginning balance | $ 317,676 | $ 293,525 | $ 293,525 | ||
| Goodwill acquired | 13,845 | 31,330 | |||
| Goodwill related to partnership interest sold | 0 | (7,325) | |||
| Goodwill write-off related to closed clinics | $ 0 | $ 0 | (1,859) | $ 0 | 0 |
| Goodwill adjustments for purchase price allocation of businesses acquired in prior year | 1,232 | 146 | |||
| Ending balance | $ 330,894 | $ 330,894 | $ 317,676 | ||
INTANGIBLE ASSETS, NET - Intangible Assets, Net (Details) - USD ($) $ in Thousands |
6 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Total | $ 54,895 | $ 52,588 |
| Tradenames [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Total | 31,490 | 32,049 |
| Referral Relationships [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Total | 21,517 | 18,367 |
| Accumulated amortization | $ 13,126 | 11,677 |
| Referral Relationships [Member] | Minimum [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Estimated useful life | 6 years | |
| Referral Relationships [Member] | Maximum [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Estimated useful life | 16 years | |
| Non-compete Agreements [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Total | $ 1,888 | 2,172 |
| Accumulated amortization | $ 5,687 | $ 5,424 |
| Non-compete Agreements [Member] | Minimum [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Estimated useful life | 5 years | |
| Non-compete Agreements [Member] | Maximum [Member] | ||
| Finite-Lived Intangible Assets, Net [Abstract] | ||
| Estimated useful life | 6 years |
INTANGIBLE ASSETS, NET - Amortization Expenses (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|
| Amortization of Deferred Charges [Abstract] | ||||
| Total amortization expenses | $ 923 | $ 750 | $ 1,713 | $ 1,452 |
| Referral Relationships [Member] | ||||
| Amortization of Deferred Charges [Abstract] | ||||
| Total amortization expenses | 836 | 581 | 1,449 | 1,114 |
| Non-compete Agreements [Member] | ||||
| Amortization of Deferred Charges [Abstract] | ||||
| Total amortization expenses | $ 87 | $ 169 | $ 264 | $ 338 |
INTANGIBLE ASSETS, NET - Amortization of Referral Relationships and Non-Competition Agreements (Details) $ in Thousands |
Jun. 30, 2020
USD ($)
|
|---|---|
| Referral Relationships [Member] | |
| Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
| 2020 (excluding the six months ended June 30, 2020) | $ 1,369 |
| 2021 | 2,737 |
| 2022 | 2,689 |
| 2023 | 2,581 |
| 2024 | 2,417 |
| Thereafter | 9,724 |
| Non-compete Agreements [Member] | |
| Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
| 2020 (excluding the six months ended June 30, 2020) | 300 |
| 2021 | 552 |
| 2022 | 375 |
| 2023 | 305 |
| 2024 | 250 |
| Thereafter | $ 193 |
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Payables and Accruals [Abstract] | ||
| Salaries and related costs | $ 16,809 | $ 19,340 |
| Credit balances due to patients and payors | 6,871 | 4,303 |
| Group health insurance claims | 2,180 | 2,277 |
| Closure costs | 1,987 | 116 |
| Federal income taxes payable | 4,637 | 0 |
| MAAPP Funds Payable | 12,861 | 0 |
| Deferred employer payroll taxes - CARES ACT | 2,155 | 0 |
| Other | 3,825 | 4,819 |
| Total | $ 51,325 | $ 30,855 |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT - Summary of Notes Payable and Credit Agreement (Details) - USD ($) $ in Thousands |
6 Months Ended | |
|---|---|---|
Jun. 30, 2020 |
Dec. 31, 2019 |
|
| Debt Instruments [Abstract] | ||
| Payments/Long term debt, Total | $ 38,320 | $ 51,089 |
| Less current portion | (4,635) | (728) |
| Long term portion | 33,685 | 50,361 |
| Credit Facility [Member] | ||
| Debt Instruments [Abstract] | ||
| Payments/Long term debt, Total | $ 33,000 | 46,000 |
| Average effective interest rate | 2.30% | |
| 3.25% through 5.50% Notes Payable due in Next Year [Member] | ||
| Debt Instruments [Abstract] | ||
| Payments/Long term debt, Total | $ 5,320 | $ 5,089 |
| Annual installments | $ 4,635 | |
| 3.25% through 5.50% Notes Payable due in Next Year [Member] | Minimum [Member] | ||
| Debt Instruments [Abstract] | ||
| Percentage of interest accrued | 3.25% | |
| 3.25% through 5.50% Notes Payable due in Next Year [Member] | Maximum [Member] | ||
| Debt Instruments [Abstract] | ||
| Percentage of interest accrued | 5.50% |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT (Details) - USD ($) |
1 Months Ended | 3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|---|
Nov. 30, 2017 |
Mar. 31, 2017 |
Jan. 31, 2016 |
Jun. 30, 2020 |
Jun. 30, 2020 |
Dec. 05, 2013 |
|
| Debt Instruments [Abstract] | ||||||
| Aggregate principal payment due in 2022 | $ 4,635,000 | $ 4,635,000 | ||||
| Notes Payable [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Seller note | $ 300,000 | $ 300,000 | ||||
| Percentage of interest accrued | 4.75% | 4.75% | ||||
| Aggregate amount of notes payable | $ 4,800,000 | $ 4,800,000 | ||||
| Aggregate principal payment due in 2021 | 4,600,000 | 4,600,000 | ||||
| Aggregate principal payment due in 2022 | 200,000 | 200,000 | ||||
| Notes Payable [Member] | Redeemable Non-Controlling Interest [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Seller note | $ 200,000 | $ 200,000 | ||||
| Minimum [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Spread on Libor variable rate | 1.25% | 1.25% | ||||
| Spread on variable rate | 0.10% | |||||
| Percentage of unused commitment fee | 0.25% | |||||
| Minimum [Member] | Notes Payable [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Average effective interest rate | 3.25% | |||||
| Maximum [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Spread on Libor variable rate | 2.00% | 2.00% | ||||
| Spread on variable rate | 1.00% | |||||
| Percentage of unused commitment fee | 0.30% | |||||
| Maximum [Member] | Notes Payable [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Average effective interest rate | 5.50% | |||||
| Credit Facility [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Revolving credit facility commitment | $ 125,000,000.0 | |||||
| Revolving credit facility maturity date | Nov. 30, 2021 | |||||
| Remaining revolving credit outstanding | $ 92,000,000.0 | $ 92,000,000.0 | ||||
| Average effective interest rate | 2.30% | |||||
| Credit Agreement [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Cash and noncash consideration with respect to acquisition after amendment | $ 50,000,000.0 | |||||
| Credit Agreement [Member] | Maximum [Member] | ||||||
| Debt Instruments [Abstract] | ||||||
| Cash dividends after amendment | $ 20,000,000.0 | $ 15,000,000.0 | $ 10,000,000.0 | |||
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT- Summary of Aggregate Annual Payments of Principal Required to Revolving Credit Facility (Details) - USD ($) $ in Thousands |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|
| Long Term Debt By Maturity [Abstract] | ||
| During the twelve months ended June 30, 2021 | $ 4,635 | |
| During the twelve months ended June 30, 2022 | 33,642 | |
| During the twelve months ended June 30, 2023 | 43 | |
| Payments/Long term debt, Total | $ 38,320 | $ 51,089 |
LEASES (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||||
|---|---|---|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
|||||
| Components of Lease Expense [Abstract] | ||||||||
| Operating lease cost | $ 7,815 | $ 7,708 | $ 15,627 | $ 15,295 | ||||
| Short-term lease cost | 215 | 297 | 509 | 668 | ||||
| Variable lease cost | 1,514 | 1,547 | 3,046 | 3,128 | ||||
| Total lease cost | [1] | 9,544 | 9,552 | 19,182 | 19,091 | |||
| Supplemental Information Related to Leases [Abstract] | ||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | 6,555 | 7,686 | 14,345 | 15,392 | ||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | [2] | 7,535 | $ 8,629 | 19,075 | $ 98,514 | |||
| Future Lease Payments for Operating Leases [Abstract] | ||||||||
| 2020 (excluding the six months ended June 30, 2020) | 15,568 | 15,568 | ||||||
| 2021 | 26,363 | 26,363 | ||||||
| 2022 | 20,565 | 20,565 | ||||||
| 2023 | 14,968 | 14,968 | ||||||
| 2024 | 9,439 | 9,439 | ||||||
| 2025 and thereafter | 10,288 | 10,288 | ||||||
| Total lease payments | 97,191 | 97,191 | ||||||
| Less: imputed interest | 6,359 | 6,359 | ||||||
| Total operating lease liabilities | $ 90,832 | $ 90,832 | ||||||
| Average Lease Terms and Discount Rates [Abstract] | ||||||||
| Weighted-average remaining lease term - Operating leases | 4 years 2 months 15 days | 4 years 2 months 15 days | ||||||
| Weighted-average discount rate - Operating leases | 3.20% | 3.20% | ||||||
| ASU 2016-02 [Member] | ||||||||
| Future Lease Payments for Operating Leases [Abstract] | ||||||||
| Total operating lease liabilities | $ 82,600 | $ 82,600 | ||||||
| Maximum [Member] | ||||||||
| Operating Lease [Abstract] | ||||||||
| Lease term | 5 years | 5 years | ||||||
| ||||||||
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2020 |
Jun. 30, 2019 |
Jun. 30, 2020 |
Jun. 30, 2019 |
Dec. 31, 2019 |
|
| Segment Information [Abstract] | |||||
| Net operating revenues | $ 83,857 | $ 126,373 | $ 196,574 | $ 242,604 | |
| Gross profit | 19,284 | 31,425 | 34,975 | 58,143 | |
| Closure costs | 94 | 13 | 1,987 | 9 | |
| Total assets | 585,018 | 560,845 | 585,018 | 560,845 | $ 560,845 |
| Reportable Segments [Member] | |||||
| Segment Information [Abstract] | |||||
| Gross profit | 19,378 | 31,438 | 38,821 | 58,152 | |
| Reportable Segments [Member] | Physical Therapy Operations [Member] | |||||
| Segment Information [Abstract] | |||||
| Net operating revenues | 74,199 | 116,085 | 177,040 | 225,416 | |
| Closure costs | 94 | 13 | 3,846 | 9 | |
| Total assets | 534,238 | 512,657 | 534,238 | 512,657 | |
| Reportable Segments [Member] | Industrial Injury Prevention Services [Member] | |||||
| Segment Information [Abstract] | |||||
| Net operating revenues | 9,658 | 10,288 | 19,534 | 17,188 | |
| Gross profit | 3,179 | 3,005 | 4,843 | 4,542 | |
| Total assets | 50,780 | 48,188 | 50,780 | 48,188 | |
| Reportable Segments [Member] | Physical Therapy Operations (Excluding Closure Costs) [Member] | |||||
| Segment Information [Abstract] | |||||
| Gross profit | $ 16,199 | $ 28,433 | $ 33,978 | $ 53,610 | |
COMMON STOCK (Details) - USD ($) |
1 Months Ended | 6 Months Ended | |
|---|---|---|---|
Mar. 31, 2009 |
Jun. 30, 2020 |
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) | 185,139 | ||
| Closing price (in dollars per share) | $ 81.02 | ||
| Maximum [Member] | |||
| Class of Treasury Stock [Abstract] | |||
| Percentage of repurchase of common stock | 10.00% | ||
| Bank credit agreement to permit share repurchases of common stock | $ 15,000,000 |