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 May 5, 2016 announcing results for the first quarter ended March 31, 2016.* |
|
|
U.S. PHYSICAL THERAPY, INC.
|
|||||
Dated: May 5, 2016
|
|
|
By:
|
|
/s/ LAWRANCE W. MCAFEE
|
||
|
|
|
Lawrance W. McAfee
|
||||
|
|
|
Chief Financial Officer
|
||||
|
|
|
(duly authorized officer and principal financial and accounting officer)
|
·
|
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.
|
U.S. Physical Therapy Press Release
|
Page 2
|
May 5, 2016
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
Operating income for the recent quarter increased 25.1% to $11.5 million compared to $9.2 million in the 2015 first quarter.
|
·
|
Interest expense was $0.3 million in the first quarter of 2016 and 2015.
|
·
|
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.
|
·
|
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.
|
·
|
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.
|
·
|
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%.
|
U.S. Physical Therapy Press Release
|
Page 3
|
May 5, 2016
|
·
|
changes as the result of government enacted national healthcare reform;
|
·
|
changes in Medicare 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 investigations and audits;
|
U.S. Physical Therapy Press Release
|
Page 4
|
May 5, 2016
|
·
|
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 and occupational therapists;
|
·
|
personnel productivity and retaining personnel;
|
·
|
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;
|
·
|
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 5
|
May 5, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF NET INCOME
|
||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
||||||||
(unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31, 2016
|
March 31, 2015
|
|||||||
Net patient revenues
|
$
|
85,049
|
$
|
75,807
|
||||
Other revenues
|
1,859
|
1,434
|
||||||
Net revenues
|
86,908
|
77,241
|
||||||
Clinic operating costs:
|
||||||||
Salaries and related costs
|
47,804
|
43,052
|
||||||
Rent, clinic supplies, contract labor and other
|
17,507
|
16,325
|
||||||
Provision for doubtful accounts
|
1,089
|
990
|
||||||
Closure costs
|
13
|
32
|
||||||
Total clinic operating costs
|
66,413
|
60,399
|
||||||
Gross margin
|
20,495
|
16,842
|
||||||
Corporate office costs
|
9,004
|
7,657
|
||||||
Operating income
|
11,491
|
9,185
|
||||||
Interest and other income, net
|
20
|
8
|
||||||
Interest expense
|
(308
|
)
|
(265
|
)
|
||||
Income before taxes including non-controlling interests
|
11,203
|
8,928
|
||||||
Provision for income taxes
|
3,523
|
2,777
|
||||||
Net income including non-controlling interests
|
7,680
|
6,151
|
||||||
Less: net income attributable to non-controlling interests
|
(2,352
|
)
|
(1,985
|
)
|
||||
Net income attributable to common shareholders
|
$
|
5,328
|
$
|
4,166
|
||||
Basic earnings per share attributable to common shareholders:
|
$
|
0.43
|
$
|
0.34
|
||||
Diluted earnings per share attributable to common shareholders:
|
$
|
0.43
|
$
|
0.34
|
||||
Shares used in computation:
|
||||||||
Basic
|
12,448
|
12,313
|
||||||
Diluted
|
12,448
|
12,313
|
||||||
Dividends declared per common share
|
$
|
0.17
|
$
|
0.15
|
||||
U.S. Physical Therapy Press Release
|
Page 6
|
May 5, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
(IN THOUSANDS, EXCEPT SHARE DATA)
|
||||||||
March 31, 2016
|
December 31, 2015
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
19,206
|
$
|
15,778
|
||||
Patient accounts receivable, less allowance for doubtful accounts of $1,568 and $1,444, respectively
|
38,217
|
36,231
|
||||||
Accounts receivable - other, less allowance for doubtful accounts of $-0- and $198, respectively
|
2,345
|
2,388
|
||||||
Other current assets
|
8,298
|
5,785
|
||||||
Total current assets
|
68,066
|
60,182
|
||||||
Fixed assets:
|
||||||||
Furniture and equipment
|
45,654
|
44,749
|
||||||
Leasehold improvements
|
25,547
|
25,160
|
||||||
71,201
|
69,909
|
|||||||
Less accumulated depreciation and amortization
|
54,512
|
53,255
|
||||||
16,689
|
16,654
|
|||||||
Goodwill
|
191,051
|
171,547
|
||||||
Other identifiable intangible assets, net
|
34,428
|
30,296
|
||||||
Other assets
|
1,200
|
1,234
|
||||||
$
|
311,434
|
$
|
279,913
|
|||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable - trade
|
$
|
2,244
|
$
|
1,636
|
||||
Accrued expenses
|
20,684
|
16,596
|
||||||
Current portion of notes payable
|
1,253
|
775
|
||||||
Total current liabilities
|
24,181
|
19,007
|
||||||
Notes payable
|
4,621
|
4,335
|
||||||
Revolving line of credit
|
52,500
|
44,000
|
||||||
Deferred rent
|
1,391
|
1,395
|
||||||
Deferred taxes
|
10,789
|
8,355
|
||||||
Other long-term liabilities
|
914
|
868
|
||||||
Total liabilities
|
94,396
|
77,960
|
||||||
Commitments and contingencies
|
||||||||
Redeemable non-controlling interests
|
7,591
|
8,843
|
||||||
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, 14,717,463 and 14,635,874 shares
issued, respectively |
147
|
146
|
||||||
Additional paid-in capital
|
46,563
|
45,251
|
||||||
Retained earnings
|
152,219
|
149,016
|
||||||
Treasury stock at cost, 2,214,737 shares
|
(31,628
|
)
|
(31,628
|
)
|
||||
Total U.S. Physical Therapy, Inc. shareholders' equity
|
167,301
|
162,785
|
||||||
Non-controlling interests
|
42,146
|
30,325
|
||||||
Total equity
|
209,447
|
193,110
|
||||||
$
|
311,434
|
$
|
279,913
|
|||||
U.S. Physical Therapy Press Release
|
Page 7
|
May 5, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
||||||||
(unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31, 2016
|
March 31, 2015
|
|||||||
OPERATING ACTIVITIES
|
||||||||
Net income including non-controlling interests
|
$
|
7,680
|
$
|
6,151
|
||||
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
2,091
|
1,807
|
||||||
Provision for doubtful accounts
|
1,089
|
990
|
||||||
Equity-based awards compensation expense
|
1,221
|
990
|
||||||
Loss on sale of business and sale or abandonment of assets, net
|
(19
|
)
|
17
|
|||||
Excess tax benefit from equity-based awards
|
(323 | ) |
(271
|
)
|
||||
Deferred income tax
|
2,709
|
565
|
||||||
Other
|
-
|
|
35
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Increase in patient accounts receivable
|
(2,185
|
)
|
(2,185
|
)
|
||||
Decrease in accounts receivable - other
|
43
|
125
|
||||||
(Increase) decrease in other assets
|
(2,282
|
)
|
106
|
|||||
Increase (decrease) in accounts payable and accrued expenses
|
4,322
|
(5,976
|
)
|
|||||
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
|
)
|
(6,445
|
)
|
||||
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
|
)
|
(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
|
May 5, 2016
|
|
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
|
|
ADJUSTED EBITDA AND ADJUSTED NET INCOME
|
|
(IN THOUSANDS, EXCEPT PER SHARE DATA)
|
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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