Form 8-K U S PHYSICAL THERAPY For: May 05
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2016
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada
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1-11151
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76-0364866
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
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77042
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (713) 297-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL RESULTS
On May 5, 2016, U.S. Physical Therapy, Inc. (the "Company") reported its results for the first quarter ended March 31, 2016. In addition, the Company announced that its board of directors declared a quarterly dividend of $0.17 per share to holders of record of common stock as of the close of business on May 17, 2016 payable on June 3, 2016. A copy of the press release is attached hereto as Exhibit 99.1.
While the Company intends to declare dividends in subsequent quarters, any future dividends will be at the discretion of the Company's board of directors after taking into account various factors, including general economic and business conditions, tax considerations, the Company's strategic plan, the results of operation and financial condition of the Company, the acquisition and expansion plans of the Company, any contractual, legal or regulatory restrictions on the payment of dividends, and such other factors as the board considers relevant.
The press release includes a discussion of Adjusted EBITDA and Adjusted Net Income, non-GAAP (generally acccepted accounting principles) financial measures. See page 8 of press release for a definition of Adjusted EBITDA and Adjusted Net Income and a reconciliation of those measures to the most directly comparable financial measure calculated and presented in accordance with GAAP.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS
See Item 2.02 above. On May 5, 2016, the Company announced a dividend of $0.17 per share to holders of record of its common stock as of the close of business on May 17, 2016 payable on June 3, 2016.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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Description of Exhibits
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99.1
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Registrant's press release dated May 5, 2016 announcing results for the first quarter ended March 31, 2016.* |
* Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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U.S. PHYSICAL THERAPY, INC.
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Dated: May 5, 2016
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By:
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/s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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CONTACT:
U.S. Physical Therapy, Inc.
Larry McAfee, Chief Financial Officer
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons
(817) 778-8424
U.S. Physical Therapy Reports Record
First Quarter Results
Company Declares $.17 Per Share Quarterly Dividend
Houston, TX, May 5, 2016 – U.S. Physical Therapy, Inc. ("USPH") (NYSE: USPH), a national operator of outpatient physical therapy clinics, today reported results for the first quarter ended March 31, 2016.
USPH's net income attributable to common shareholders, net of tax ("operating results") increased 27.9% to $5.3 million for the first quarter of 2016 as compared to $4.2 million for the first quarter of 2015. Diluted earnings per share from operating results rose to $0.43 from $0.34.
First Quarter 2016 Compared to First Quarter 2015
·
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Net revenues increased by $9.7 million or 12.5% from $77.2 million in the first quarter of 2015 to $86.9 million in the first quarter of 2016, due to an increase in total patient visits of 13.4% from 712,900 to 808,300 and offset by a decrease in the average net revenue per visit to $105.22 from $106.34. Net revenues from new clinics opened or acquired in the past 12 months was $5.8 million.
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U.S. Physical Therapy Press Release
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Page 2
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May 5, 2016
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·
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Total clinic operating costs were $66.4 million, or 76.4% of net revenues, in the first quarter of 2016, as compared to $60.4 million, or 78.2% of net revenues, in the 2015 period. Most of the dollar expense increase was attributable to $4.9 million in operating costs of new clinics opened or acquired in the past 12 months. Total clinic salaries and related costs, including those from new clinics, were 55.0% of net revenues in the recent quarter versus 55.7% in the 2015 period. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.1% for the recent quarter versus 21.1% in the 2015 period. The provision for doubtful accounts as a percentage of net revenues was 1.3% for the 2016 and 2015 periods.
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·
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The gross margin for the first quarter of 2016 was $20.5 million, or 23.6%, as compared to $16.8 million, or 21.8%, for the 2015 quarter.
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·
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Corporate office costs were $9.0 million in the first quarter of 2016 compared to $7.7 million in the 2015 first quarter. Corporate office costs were 10.4% of net revenues for the 2016 quarter compared to 9.9% of net revenues for the 2015 period.
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·
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Operating income for the recent quarter increased 25.1% to $11.5 million compared to $9.2 million in the 2015 first quarter.
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·
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Interest expense was $0.3 million in the first quarter of 2016 and 2015.
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·
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The provision for income taxes for the 2016 period was $3.5 million and for the 2015 quarter was $2.8 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 39.8% in the 2016 first quarter and 40.0% in the 2015 first quarter.
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·
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Net income attributable to non-controlling interests was $2.4 million in the recent quarter as compared to $2.0 million in the year earlier period.
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·
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Operating results attributable to common shareholders for the three months ended March 31, 2016 were $5.3 million and $4.2 million in the 2015 period. Diluted earnings per share from operating results were $0.43 for the 2016 period and $0.34 for the 2015 period.
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·
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Same store visits increased 6.7% for de novo and acquired clinics open for one year or more and same store revenue increased 4.9% as the average net rate per visit decreased by $1.84 or 1.7%.
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Other Financial Measures
In the first quarter of 2016 the Company's Adjusted EBITDA grew by 24.6% to $12.5 million from $10 million in the 2015 first quarter. Operating results prior to equity-based compensation (a non-cash expense), increased by 27.4% to $6.1 million versus $4.8 million, and on a per share basis grew to $0.49 from $0.39. (See schedule on page 8.)
Chris Reading, Chief Executive Officer, said, "I am very proud of our entire team who have worked hard to produce great results for our patients, physicians, industry customers and shareholders. The end result of these efforts produced record same store visit growth this quarter of 6.7%. Our partners continue to push to deliver meaningful growth, underpinned with great care, while maintaining a close eye on appropriate cost control."
U.S. Physical Therapy Press Release
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Page 3
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May 5, 2016
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Larry McAfee, Chief Financial Officer, noted, "Average visits per clinic per day in the first quarter this year were 24.7, an increase of 7.9% as compared to 22.9 in the first quarter last year."
U.S. Physical Therapy Declares Quarterly Dividend
The second quarterly dividend of 2016 for $.17 per share will be paid on June 3 to shareholders of record as of May 17, 2016.
First Quarter 2016 Conference Call
U.S. Physical Therapy's Management will host a conference call at 10:30 a.m. Eastern Time, 9:30 a.m. Central Time, on Thursday, May 5, 2016 to discuss the Company's Quarter Ended March 31, 2016 results. Interested parties may participate in the call by dialing 1-888-335-5539 or 973-582-2857 and entering reservation number 86462697 approximately 10 minutes before the call is scheduled to begin. To listen to the live call via web-cast, go to the Company's website at www.usph.com at least 15 minutes early to register, download and install any necessary audio software. The conference call will be archived and can be accessed until July 5, 2016.
Forward-Looking Statements
This press release contains statements that are considered to be forward-looking within the meaning under Section 21E of the Securities Exchange Act of 1934, as amended. These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as "believes", "expects", "intends", "plans", "appear", "should" and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among such statements may be those relating to new clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on our current views and assumptions and actual results could differ materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:
·
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changes as the result of government enacted national healthcare reform;
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changes in Medicare guidelines and reimbursement or failure of our clinics to maintain their Medicare certification status;
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revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
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business and regulatory conditions including federal and state regulations;
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governmental and other third party payor investigations and audits;
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U.S. Physical Therapy Press Release
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Page 4
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May 5, 2016
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·
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compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;
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·
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possible legal actions; which could subject us to increased operating costs and uninsured liabilities;
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changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients;
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revenue and earnings expectations;
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general economic conditions;
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availability and cost of qualified physical and occupational therapists;
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personnel productivity and retaining personnel;
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competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain operations and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;
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acquisitions, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the acquired businesses;
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maintaining adequate internal controls;
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maintaining necessary insurance coverage;
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availability, terms, and use of capital; and
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weather and other seasonal factors.
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Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Please see our periodic reports filed with the Securities and Exchange Commission for more information on these factors. Our forward-looking statements represent our estimates and assumptions only as of the date of this press release. Except as required by law, we are under no obligation to update any forward-looking statement, regardless of the reason the statement is no longer applicable.
About U.S. Physical Therapy, Inc.
Founded in 1990, U.S. Physical Therapy, Inc. operates 512 outpatient physical and occupational therapy clinics in 42 states. The Company's clinics provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. In addition to owning and operating clinics, the Company manages 22 physical therapy facilities for third parties, including hospitals and physician groups.
More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.
U.S. Physical Therapy Press Release
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Page 5
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May 5, 2016
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U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
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||||||||
CONSOLIDATED STATEMENTS OF NET INCOME
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||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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||||||||
(unaudited)
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||||||||
Three Months Ended
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||||||||
March 31, 2016
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March 31, 2015
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|||||||
Net patient revenues
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$
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85,049
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$
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75,807
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Other revenues
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1,859
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1,434
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Net revenues
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86,908
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77,241
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||||||
Clinic operating costs:
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Salaries and related costs
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47,804
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43,052
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Rent, clinic supplies, contract labor and other
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17,507
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16,325
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||||||
Provision for doubtful accounts
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1,089
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990
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Closure costs
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13
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32
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||||||
Total clinic operating costs
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66,413
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60,399
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Gross margin
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20,495
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16,842
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Corporate office costs
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9,004
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7,657
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||||||
Operating income
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11,491
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9,185
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||||||
Interest and other income, net
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20
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8
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||||||
Interest expense
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(308
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)
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(265
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)
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Income before taxes including non-controlling interests
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11,203
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8,928
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Provision for income taxes
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3,523
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2,777
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||||||
Net income including non-controlling interests
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7,680
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6,151
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||||||
Less: net income attributable to non-controlling interests
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(2,352
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)
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(1,985
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)
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Net income attributable to common shareholders
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$
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5,328
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$
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4,166
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||||
Basic earnings per share attributable to common shareholders:
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$
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0.43
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$
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0.34
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Diluted earnings per share attributable to common shareholders:
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$
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0.43
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$
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0.34
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||||
Shares used in computation:
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||||||||
Basic
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12,448
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12,313
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||||||
Diluted
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12,448
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12,313
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||||||
Dividends declared per common share
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$
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0.17
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$
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0.15
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||||
U.S. Physical Therapy Press Release
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Page 6
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May 5, 2016
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U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
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||||||||
CONSOLIDATED BALANCE SHEETS
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||||||||
(IN THOUSANDS, EXCEPT SHARE DATA)
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||||||||
March 31, 2016
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December 31, 2015
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Current assets:
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Cash and cash equivalents
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$
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19,206
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$
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15,778
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||||
Patient accounts receivable, less allowance for doubtful accounts of $1,568 and $1,444, respectively
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38,217
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36,231
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||||||
Accounts receivable - other, less allowance for doubtful accounts of $-0- and $198, respectively
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2,345
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2,388
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||||||
Other current assets
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8,298
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5,785
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||||||
Total current assets
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68,066
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60,182
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||||||
Fixed assets:
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||||||||
Furniture and equipment
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45,654
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44,749
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||||||
Leasehold improvements
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25,547
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25,160
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||||||
71,201
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69,909
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|||||||
Less accumulated depreciation and amortization
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54,512
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53,255
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||||||
16,689
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16,654
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|||||||
Goodwill
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191,051
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171,547
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||||||
Other identifiable intangible assets, net
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34,428
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30,296
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||||||
Other assets
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1,200
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1,234
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||||||
$
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311,434
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$
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279,913
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|||||
LIABILITIES AND SHAREHOLDERS' EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable - trade
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$
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2,244
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$
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1,636
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||||
Accrued expenses
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20,684
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16,596
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||||||
Current portion of notes payable
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1,253
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775
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||||||
Total current liabilities
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24,181
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19,007
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||||||
Notes payable
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4,621
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4,335
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||||||
Revolving line of credit
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52,500
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44,000
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||||||
Deferred rent
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1,391
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1,395
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||||||
Deferred taxes
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10,789
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8,355
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||||||
Other long-term liabilities
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914
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868
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||||||
Total liabilities
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94,396
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77,960
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||||||
Commitments and contingencies
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||||||||
Redeemable non-controlling interests
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7,591
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8,843
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||||||
Shareholders' equity:
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||||||||
U.S. Physical Therapy, Inc. shareholders' equity:
|
||||||||
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding
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—
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—
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||||||
Common stock, $.01 par value, 20,000,000 shares authorized, 14,717,463 and 14,635,874 shares
issued, respectively |
147
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146
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||||||
Additional paid-in capital
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46,563
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45,251
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||||||
Retained earnings
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152,219
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149,016
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||||||
Treasury stock at cost, 2,214,737 shares
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(31,628
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)
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(31,628
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)
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||||
Total U.S. Physical Therapy, Inc. shareholders' equity
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167,301
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162,785
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||||||
Non-controlling interests
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42,146
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30,325
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||||||
Total equity
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209,447
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193,110
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||||||
$
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311,434
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$
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279,913
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|||||
U.S. Physical Therapy Press Release
|
Page 7
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May 5, 2016
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U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
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||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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||||||||
(unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31, 2016
|
March 31, 2015
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income including non-controlling interests
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$
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7,680
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$
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6,151
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||||
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
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||||||||
Depreciation and amortization
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2,091
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1,807
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||||||
Provision for doubtful accounts
|
1,089
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990
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||||||
Equity-based awards compensation expense
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1,221
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990
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||||||
Loss on sale of business and sale or abandonment of assets, net
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(19
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)
|
17
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|||||
Excess tax benefit from equity-based awards
|
(323 | ) |
(271
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)
|
||||
Deferred income tax
|
2,709
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565
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||||||
Other
|
-
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|
35
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|||||
Changes in operating assets and liabilities:
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||||||||
Increase in patient accounts receivable
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(2,185
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)
|
(2,185
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)
|
||||
Decrease in accounts receivable - other
|
43
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125
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||||||
(Increase) decrease in other assets
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(2,282
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)
|
106
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|||||
Increase (decrease) in accounts payable and accrued expenses
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4,322
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(5,976
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)
|
|||||
Increase in other liabilities
|
365
|
665
|
||||||
Net cash provided by operating activities
|
14,711
|
3,019
|
||||||
INVESTING ACTIVITIES
|
||||||||
Purchase of fixed assets
|
(1,738
|
)
|
(1,419
|
)
|
||||
Purchase of businesses, net of cash acquired
|
(12,899
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)
|
(6,445
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)
|
||||
Acquisitions of non-controlling interests (including redeemable non-controlling interests)
|
(1,524
|
)
|
(359
|
)
|
||||
Proceeds on sale of fixed assets, net
|
42
|
8
|
||||||
Net cash used in investing activities
|
(16,119
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)
|
(8,215
|
)
|
||||
FINANCING ACTIVITIES
|
||||||||
Distributions to non-controlling interests (including redeemable non-controlling interests)
|
(1,613
|
)
|
(1,589
|
)
|
||||
Cash dividends to shareholders
|
(2,125
|
)
|
-
|
|||||
Proceeds from revolving line of credit
|
49,000
|
34,000
|
||||||
Payments on revolving line of credit
|
(40,500
|
)
|
(27,000
|
)
|
||||
Principal payment on notes payable
|
(250
|
)
|
(200
|
)
|
||||
Tax benefit from stock based awards
|
323
|
271
|
||||||
Other
|
1
|
-
|
||||||
Net cash provided by financing activities
|
4,836
|
5,482
|
||||||
Net increase in cash
|
3,428
|
286
|
||||||
Cash - beginning of period
|
15,778
|
14,271
|
||||||
Cash - end of period
|
$
|
19,206
|
$
|
14,557
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes
|
$
|
2,265
|
$
|
1,275
|
||||
Interest
|
$
|
248
|
$
|
235
|
||||
Non-cash investing and financing transactions during the period:
|
||||||||
Purchase of business - seller financing portion
|
$
|
500
|
$
|
500
|
||||
Purchase of non-controlling interest - seller financing portion
|
$
|
514
|
$
|
-
|
||||
U.S. Physical Therapy Press Release
|
Page 8
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May 5, 2016
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|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
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ADJUSTED EBITDA AND ADJUSTED NET INCOME
|
|
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
The following tables reconcile net income attributable to common shareholders calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”), to Adjusted EBITDA and Adjusted Net Income. Management believes providing Adjusted EBITDA and Adjusted Net Income to investors is useful information for comparing the Company’s period-to-period results. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortization and equity compensation expense. Adjusted Net Income is defined as net income attributable to common shareholders less equity-based compensation, net of tax. Adjusted EBITDA and Adjusted Net Income are not measures of financial performance under GAAP. Adjusted EBITDA and Adjusted Net Income should not be considered in isolation or as an alternative to, or substitute for, net income attributable to common shareholders presented in the consolidated financial statements.
Three Months Ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Net income attributable to common shareholders
|
$
|
5,328
|
$
|
4,166
|
||||
Adjustments:
|
||||||||
Depreciation and amortization
|
2,092
|
1,807
|
||||||
Interest expense, net of interest income
|
288
|
257
|
||||||
Provision for income taxes
|
3,523
|
2,777
|
||||||
Equity-based awards compensation expense
|
1,221
|
990
|
||||||
Adjusted EBITDA
|
$
|
12,452
|
$
|
9,997
|
||||
Three Months Ended March 31,
|
||||||||
2016
|
2015
|
|||||||
Net income attributable to common shareholders
|
$
|
5,328
|
$
|
4,166
|
||||
Equity-based awards compensation expense, net of tax
|
735
|
594
|
||||||
Adjusted net income
|
$
|
6,063
|
$
|
4,760
|
||||
Basic and diluted earnings per share attributable to common shareholders:
|
$
|
0.49
|
$
|
0.39
|
||||
Shares used in computation:
|
||||||||
Basic and diluted
|
12,448
|
12,313
|
||||||
U.S. Physical Therapy Press Release
|
Page 9
|
May 5, 2016
|
|
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
|||
RECAP OF CLINIC COUNT
|
|||
Number
|
|||
of
|
|||
Date
|
Clinics
|
||
March 31, 2015
|
494
|
||
June 30, 2015
|
501
|
||
September 30, 2015
|
506
|
||
December 31, 2015
|
508
|
||
March 31, 2016
|
512
|
||
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