Nevada
|
|
1-11151
|
|
76-0364866
|
(State or other jurisdiction
of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
|
|
77042
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibits
|
|
Description of Exhibits
|
99.1
|
|
Registrant's press release dated March 3, 2016 announcing results for the fourth quarter and year ended December 31, 2015.* |
|
|
U.S. PHYSICAL THERAPY, INC.
|
|||||
Dated: March 3, 2016
|
|
|
By:
|
|
/s/ LAWRANCE W. MCAFEE
|
||
|
|
|
Lawrance W. McAfee
|
||||
|
|
|
Chief Financial Officer
|
||||
|
|
|
(duly authorized officer and principal financial and accounting officer)
|
U.S. Physical Therapy Press Release
|
Page 2
|
March 3, 2016
|
|
·
|
Net revenues increased 9.2% from $79.4 million in the fourth quarter of 2014 to $86.7 million in the fourth quarter of 2015, due to an increase in patient visits of 9.7% from 736,900 to 808,300 offset by a decrease in the average net revenue per visit of $0.78 to $105.01 from $105.79.
|
·
|
Total clinic operating costs were $65.2 million, or 75.2% of net revenues, in the fourth quarter of 2015, as compared to $60.5 million, or 76.1% of net revenues, in the 2014 period. Of the dollar increase, $5.5 million was attributable to operating costs of new clinics opened or acquired in 2015 as operating costs at other clinics were reduced. Total clinic salaries and related costs, including those from new clinics, were 53.6% of net revenues in the recent quarter versus 54.9% in the 2014 period. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.3% for the recent quarter versus 19.7% in the 2014 period. The provision for doubtful accounts as a percentage of net revenues was 1.2% for the 2015 period and 1.3% in the 2014 period.
|
·
|
The gross margin for the fourth quarter of 2015 increased by 13.5% to $21.5 million from $18.9 million in the fourth quarter of 2014. The gross margin percentage increased to 24.8% for the 2015 period as compared to 23.9% for the 2014 period.
|
·
|
Corporate office costs were $8.9 million in the fourth quarter of 2015 as compared to $8.2 million in the 2014 fourth quarter. Corporate office costs as a percentage of net revenues were 10.3% for both periods in 2015 and 2014.
|
·
|
Operating income for the recent quarter increased by 17.3% to $12.6 million as compared to $10.8 million in the 2014 fourth quarter.
|
·
|
Interest expense was $0.3 million for both the periods in 2015 and 2014.
|
·
|
The provision for income taxes for the 2015 quarter was $4.0 million and for the 2014 quarter $3.2 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 40.1% in the 2015 period and 39.4% in the 2014 period.
|
·
|
Net income attributable to non-controlling interests was $2.4 million in the recent quarter as compared to $2.3 million in the 2014 period.
|
·
|
Net income attributable to common shareholders for the three months ended December 31, 2015 increased by 20.4% to $6.0 million compared to approximately $5.0 million for the three months ended December 31, 2014. Diluted earnings per share from operating results were $0.48 for the 2015 quarter and $0.41 for the 2014 quarter.
|
·
|
Same store visits increased 4.2% for de novo and acquired clinics open for one year or more while same store revenue increased 3.4% as the average net rate per visit decreased by $0.76.
|
U.S. Physical Therapy Press Release
|
Page 3
|
March 3, 2016
|
|
·
|
Net revenues increased 8.6% from $305.1 million in 2014 to $331.3 million in 2015, due to an increase in patient visits of 9.3% from 2,818,800 to 3,080,200 offset by a decrease in the average net revenue per visit of $0.80 to $105.28 for the past year from $106.08 in 2014.
|
·
|
Total clinic operating costs were $252.9 million or 76.3% of net revenues for 2015, as compared to $228.9 million or 75.0% of net revenues, for 2014. The dollar increase included $13.9 million in operating costs of new clinics opened or acquired in 2015. Of the remaining increase, $8.1 million was from clinics added throughout 2014. Total clinic salaries and related costs were 54.5% of net revenues in 2015 versus 53.6% in 2014. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.5% for the past year versus 20.1% in 2014. The provision for doubtful accounts as a percentage of net revenues was 1.3% for 2015 and 2014.
|
·
|
The gross margin for 2015 increased to $78.4 million from $76.2 million in 2014. The gross margin percentage was 23.7% in 2015 as compared to 25.0% in 2014.
|
·
|
Corporate office costs were $31.1 million for 2015 as compared to $30.4 million for 2014. Corporate office costs were 9.4% of net revenues for 2015 and 10.0% for 2014.
|
·
|
Operating income increased 3.3% to $47.3 million in 2015 as compared to $45.8 million in 2014.
|
·
|
Interest expense was $1.0 million in 2015 and $1.1 million in 2014.
|
·
|
The provision for income taxes for 2015 was $14.7 million and for 2014 it was $14.3 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 39.7% in 2015 and 40.6% in 2014. The 2015 provision for taxes includes an adjustment of $147,000 due to the reconciliation of the 2014 federal and state tax returns to our book provision and $223,000 in 2014 for the 2013 reconciliation.
|
·
|
Net income attributable to non-controlling interests was $9.4 million in 2015 as compared to $9.6 million in 2014.
|
·
|
Net income attributable to common shareholders for the year ended December 31, 2015 increased 6.8% to $22.3 million as compared to $20.9 million for the year ended December 31, 2014. Diluted earnings per share from operating results rose to $1.80 for 2015 versus $1.71 for 2014.
|
·
|
Same store visits increased 4.8% for de novo and acquired clinics open for one year or more and same store revenue increased 4.2% as the average net rate per visit decreased by $0.61.
|
U.S. Physical Therapy Press Release
|
Page 4
|
March 3, 2016
|
|
U.S. Physical Therapy Press Release
|
Page 5
|
March 3, 2016
|
|
·
|
changes as the result of government enacted national healthcare reform;
|
·
|
changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification status;
|
·
|
revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
|
·
|
business and regulatory conditions including federal and state regulations;
|
·
|
governmental and other third party payor inspections, reviews, investigations and audits;
|
§
|
compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;
|
§
|
possible legal actions; which could subject us to increased operating costs and uninsured liabilities;
|
·
|
changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients;
|
·
|
revenue and earnings expectations;
|
·
|
general economic conditions;
|
·
|
availability and cost of qualified physical therapists;
|
·
|
personnel productivity and retaining key personnel;
|
·
|
competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;
|
·
|
acquisitions, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the acquired businesses;
|
·
|
maintaining adequate internal controls;
|
·
|
maintaining necessary insurance coverage;
|
·
|
availability, terms, and use of capital; and
|
·
|
weather and other seasonal factors.
|
U.S. Physical Therapy Press Release
|
Page 6
|
March 3, 2016
|
|
U.S. Physical Therapy Press Release
|
Page 7
|
March 3, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED STATEMENTS OF NET INCOME
|
||||||||||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
Three Months Ended December 31,
|
Year Ended December 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Net patient revenues
|
$
|
84,881
|
$
|
77,958
|
$
|
324,293
|
$
|
299,009
|
||||||||
Other revenues
|
1,843
|
1,432
|
7,009
|
6,065
|
||||||||||||
Net revenues
|
86,724
|
79,390
|
331,302
|
305,074
|
||||||||||||
Clinic operating costs:
|
||||||||||||||||
Salaries and related costs
|
46,470
|
43,564
|
180,514
|
163,417
|
||||||||||||
Rent, clinic supplies, contract labor and other
|
17,612
|
15,671
|
68,046
|
61,209
|
||||||||||||
Provision for doubtful accounts
|
1,051
|
1,018
|
4,170
|
4,112
|
||||||||||||
Closure costs
|
86
|
197
|
211
|
169
|
||||||||||||
Total clinic operating costs
|
65,219
|
60,450
|
252,941
|
228,907
|
||||||||||||
Gross margin
|
21,505
|
18,940
|
78,361
|
76,167
|
||||||||||||
Corporate office costs
|
8,894
|
8,185
|
31,067
|
30,399
|
||||||||||||
Operating income
|
12,611
|
10,755
|
47,294
|
45,768
|
||||||||||||
Interest and other income, net
|
33
|
15
|
81
|
18
|
||||||||||||
Interest expense
|
(266
|
)
|
(266
|
)
|
(1,031
|
)
|
(1,088
|
)
|
||||||||
Income before taxes including non-controlling interests
|
12,378
|
10,504
|
46,344
|
44,698
|
||||||||||||
Provision for income taxes
|
4,019
|
3,241
|
14,653
|
14,274
|
||||||||||||
Net income including non-controlling interests
|
8,359
|
7,263
|
31,691
|
30,424
|
||||||||||||
Less: net income attributable to non-controlling interests
|
(2,368
|
)
|
(2,286
|
)
|
(9,412
|
)
|
(9,571
|
)
|
||||||||
Net income attributable to common shareholders
|
$
|
5,991
|
$
|
4,977
|
$
|
22,279
|
$
|
20,853
|
||||||||
Basic earnings per share attributable to common shareholders:
|
||||||||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax
|
$
|
0.48
|
$
|
0.41
|
$
|
1.80
|
$
|
1.71
|
||||||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax
|
-
|
-
|
(0.03
|
)
|
(0.09
|
)
|
||||||||||
Basic
|
$
|
0.48
|
$
|
0.41
|
$
|
1.77
|
$
|
1.62
|
||||||||
Diluted earnings per share attributable to common shareholders:
|
||||||||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax
|
$
|
0.48
|
$
|
0.41
|
$
|
1.80
|
$
|
1.71
|
||||||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax
|
-
|
-
|
(0.03
|
)
|
(0.09
|
)
|
||||||||||
Diluted
|
$
|
0.48
|
$
|
0.41
|
$
|
1.77
|
$
|
1.62
|
||||||||
Shares used in computation:
|
||||||||||||||||
Basic
|
12,421
|
12,267
|
12,392
|
12,217
|
||||||||||||
Diluted
|
12,421
|
12,271
|
12,392
|
12,221
|
||||||||||||
Dividends declared per common share
|
$
|
0.15
|
$
|
0.12
|
$
|
0.60
|
$
|
0.48
|
||||||||
U.S. Physical Therapy Press Release
|
Page 8
|
March 3, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATED EARNINGS PER SHARE
|
||||||||||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
||||||||||||||||
(unaudited)
|
||||||||||||||||
Three Months Ended
|
Year Ended
|
|||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Earnings attributable to common shareholders:
|
||||||||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax
|
$
|
5,991
|
$
|
4,977
|
$
|
22,279
|
$
|
20,853
|
||||||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax *
|
62
|
-
|
(314
|
)
|
(1,086
|
)
|
||||||||||
$
|
6,053
|
$
|
4,977
|
$
|
21,965
|
$
|
19,767
|
|||||||||
Basic earnings per share attributable to common shareholders:
|
||||||||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax
|
$
|
0.48
|
$
|
0.41
|
$
|
1.80
|
$
|
1.71
|
||||||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax *
|
-
|
-
|
(0.03
|
)
|
(0.09
|
)
|
||||||||||
$
|
0.48
|
$
|
0.41
|
$
|
1.77
|
$
|
1.62
|
|||||||||
Diluted earnings per share attributable to common shareholders:
|
||||||||||||||||
Prior to revaluation of redeemable non-controlling interests, net of tax
|
$
|
0.48
|
$
|
0.41
|
$
|
1.80
|
$
|
1.71
|
||||||||
Charges to additional-paid-in-capital - revaluation of redeemable non-controlling interests, net of tax
|
-
|
-
|
(0.03
|
)
|
(0.09
|
)
|
||||||||||
$
|
0.48
|
$
|
0.41
|
$
|
1.77
|
$
|
1.62
|
|||||||||
Shares used in computation:
|
||||||||||||||||
Basic earnings per share - weighted-average shares
|
12,421
|
12,267
|
12,392
|
12,217
|
||||||||||||
Effect of dilutive securities - stock options
|
-
|
4
|
-
|
4
|
||||||||||||
Denominator for diluted earnings per share - adjusted weighted-average
shares |
12,421
|
12,271
|
12,392
|
12,221
|
||||||||||||
* Purchases of non-controlling interests in two partnerships recorded as a change in additional-paid-in-capital
|
||||||||||||||||
and per generally accepted accounting principles ("GAAP") excluded from statement of operations and
|
||||||||||||||||
net income.
|
||||||||||||||||
U.S. Physical Therapy Press Release
|
Page 9
|
March 3, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
(IN THOUSANDS, EXCEPT SHARE DATA)
|
||||||||
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
15,778
|
$
|
14,271
|
||||
Patient accounts receivable, less allowance for doubtful accounts of $1,444 and $1,669, respectively
|
36,231
|
32,891
|
||||||
Accounts receivable - other, less allowance for doubtful accounts of $198 and $198, respectively
|
2,388
|
1,503
|
||||||
Other current assets
|
5,785
|
6,186
|
||||||
Total current assets
|
60,182
|
54,851
|
||||||
Fixed assets:
|
||||||||
Furniture and equipment
|
44,749
|
42,003
|
||||||
Leasehold improvements
|
25,160
|
22,806
|
||||||
69,909
|
64,809
|
|||||||
Less accumulated depreciation and amortization
|
53,255
|
49,045
|
||||||
16,654
|
15,764
|
|||||||
Goodwill
|
171,547
|
147,914
|
||||||
Other identifiable intangible assets, net
|
30,296
|
24,907
|
||||||
Other assets
|
1,234
|
1,115
|
||||||
$
|
279,913
|
$
|
244,551
|
|||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable - trade
|
$
|
1,636
|
$
|
1,782
|
||||
Accrued expenses
|
16,596
|
22,839
|
||||||
Current portion of notes payable
|
775
|
883
|
||||||
Total current liabilities
|
19,007
|
25,504
|
||||||
Notes payable
|
4,335
|
234
|
||||||
Revolving line of credit
|
44,000
|
34,500
|
||||||
Deferred rent
|
1,395
|
991
|
||||||
Deferred taxes and other long-term liabilities
|
9,223
|
8,732
|
||||||
Total liabilities
|
77,960
|
69,961
|
||||||
Commitments and contingencies
|
||||||||
Redeemable non-controlling interests
|
8,843
|
7,376
|
||||||
Shareholders' equity:
|
||||||||
U. S. Physical Therapy, Inc. shareholders' equity:
|
||||||||
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding
|
—
|
—
|
||||||
Common stock, $.01 par value, 20,000,000 shares authorized, 14,635,874 and 14,487,346 shares
issued, respectively |
146
|
145
|
||||||
Additional paid-in capital
|
45,251
|
43,577
|
||||||
Retained earnings
|
149,016
|
134,186
|
||||||
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
Total U. S. Physical Therapy, Inc. shareholders' equity
|
162,785
|
146,280
|
||||||
Non-controlling interests
|
30,325
|
20,934
|
||||||
Total equity
|
193,110
|
167,214
|
||||||
$
|
279,913
|
$
|
244,551
|
|||||
U.S. Physical Therapy Press Release
|
Page 10
|
March 3, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(IN THOUSANDS)
|
||||||||
(unaudited)
|
||||||||
Year Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income including non-controlling interests
|
$
|
31,691
|
$
|
30,424
|
||||
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
7,952
|
6,740
|
||||||
Provision for doubtful accounts
|
4,170
|
4,112
|
||||||
Equity-based awards compensation expense
|
4,491
|
3,363
|
||||||
Loss on sale of business and sale or abandonment of assets, net
|
84
|
35
|
||||||
Excess tax benefit from equity-based awards
|
(947
|
)
|
(948
|
)
|
||||
Deferred income tax
|
7,001
|
6,275
|
||||||
Write-off of goodwill - closed clinics
|
180
|
135
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Increase in patient accounts receivable
|
(5,519
|
)
|
(5,388
|
)
|
||||
(Increase) decrease in accounts receivable - other
|
(852
|
)
|
341
|
|||||
Increase in other assets
|
(1,477
|
)
|
(2,493
|
)
|
||||
(Decrease) increase in accounts payable and accrued expenses
|
(7,013
|
)
|
1,868
|
|||||
Increase in other liabilities
|
1,482
|
730
|
||||||
Net cash provided by operating activities
|
41,243
|
45,194
|
||||||
INVESTING ACTIVITIES
|
||||||||
Purchase of fixed assets
|
(6,263
|
)
|
(5,167
|
)
|
||||
Purchase of businesses, net of cash acquired
|
(18,965
|
)
|
(12,270
|
)
|
||||
Acquisitions of non-controlling interests (including redeemable non-controlling interests)
|
(7,083
|
)
|
(5,490
|
)
|
||||
Proceeds on sale of fixed assets, net
|
71
|
47
|
||||||
Net cash used in investing activities
|
(32,240
|
)
|
(22,880
|
)
|
||||
FINANCING ACTIVITIES
|
||||||||
Distributions to non-controlling interests (including redeemable non-controlling interests)
|
(9,632
|
)
|
(9,913
|
)
|
||||
Cash dividends to shareholders
|
(7,449
|
)
|
(5,873
|
)
|
||||
Proceeds from revolving line of credit
|
103,000
|
134,300
|
||||||
Payments on revolving line of credit
|
(93,500
|
)
|
(139,800
|
)
|
||||
Principal payment on notes payable
|
(884
|
)
|
(825
|
)
|
||||
Tax benefit from stock based awards
|
947
|
948
|
||||||
Other
|
22
|
222
|
||||||
Net cash used in financing activities
|
(7,496
|
)
|
(20,941
|
)
|
||||
Net increase in cash
|
1,507
|
1,373
|
||||||
Cash - beginning of period
|
14,271
|
12,898
|
||||||
Cash - end of period
|
$
|
15,778
|
$
|
14,271
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
Cash paid during the period for:
|
||||||||
Income taxes
|
$
|
7,779
|
$
|
9,253
|
||||
Interest
|
$
|
884
|
$
|
1,103
|
||||
Non-cash investing and financing transactions during the period:
|
||||||||
Purchase of business - seller financing portion
|
$
|
1,800
|
$
|
400
|
||||
Purchase of non-controlling interest - seller financing portion
|
$
|
3,077
|
$
|
67
|
||||
Revaluation of redeemable non-controlling interests
|
$
|
529
|
$
|
1,841
|
||||
U.S. Physical Therapy Press Release
|
Page 11
|
March 3, 2016
|
|
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
|||
RECAP OF CLINIC COUNT
|
|||
Number
|
|||
of
|
|||
Date
|
Clinics
|
||
March 31, 2013
|
441
|
||
June 30, 2013
|
449
|
||
September 30, 2013
|
447
|
||
December 31, 2013
|
472
|
||
March 31, 2014
|
472
|
||
June 30, 2014
|
486
|
||
September 30, 2014
|
489
|
||
December 31, 2014
|
489
|
||
March 31, 2015
|
494
|
||
June 30, 2015
|
501
|
||
September 30, 2015
|
506
|
||
December 31, 2015
|
508
|
||
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