Selected Quarterly Financial Data (Unaudited) |
16. Selected Quarterly Financial Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013 |
|
|
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
|
(In thousands,
except per share data) |
|
Net patient revenues from continuing operations
|
|
$ |
61,432 |
|
|
$ |
65,227 |
|
|
$ |
64,368 |
|
|
$ |
67,256 |
|
Net revenues from continuing operations
|
|
$ |
62,756 |
|
|
$ |
66,868 |
|
|
$ |
65,829 |
|
|
$ |
68,605 |
|
Operating income from continuing operations
|
|
$ |
8,435 |
|
|
$ |
11,059 |
|
|
$ |
9,904 |
|
|
$ |
9,372 |
|
Net income from continuing operations including noncontrolling
interests
|
|
$ |
5,809 |
|
|
$ |
7,642 |
|
|
$ |
6,756 |
|
|
$ |
5,796 |
|
Net income from continuing operations attributable to common
shareholders
|
|
$ |
3,851 |
|
|
$ |
5,079 |
|
|
$ |
4,659 |
|
|
$ |
3,903 |
|
Net losses from discontinued operations attributable to common
shareholders
|
|
$ |
(130 |
) |
|
$ |
(165 |
) |
|
$ |
(4,432 |
) |
|
$ |
(42 |
) |
Net income attributable to common shareholders.
|
|
$ |
3,721 |
|
|
$ |
4,914 |
|
|
$ |
227 |
|
|
$ |
3,861 |
|
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations.
|
|
$ |
0.32 |
|
|
$ |
0.42 |
|
|
$ |
0.38 |
|
|
$ |
0.32 |
|
From discontinued operations
|
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(0.36 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.31 |
|
|
$ |
0.41 |
|
|
$ |
0.02 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations.
|
|
$ |
0.32 |
|
|
$ |
0.42 |
|
|
$ |
0.38 |
|
|
$ |
0.32 |
|
From discontinued operations
|
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(0.36 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.31 |
|
|
$ |
0.41 |
|
|
$ |
0.02 |
|
|
$ |
0.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic.
|
|
|
11,955 |
|
|
|
12,089 |
|
|
|
12,106 |
|
|
|
12,103 |
|
Diluted
|
|
|
11,979 |
|
|
|
12,110 |
|
|
|
12,120 |
|
|
|
12,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 |
|
|
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
|
(In thousands,
except per share data) |
|
Net patient revenues from continuing operations
|
|
$ |
60,366 |
|
|
$ |
61,963 |
|
|
$ |
60,719 |
|
|
$ |
61,052 |
|
Net revenues from continuing operations
|
|
$ |
61,771 |
|
|
$ |
63,397 |
|
|
$ |
62,102 |
|
|
$ |
62,381 |
|
Operating income from continuing operations
|
|
$ |
9,765 |
|
|
$ |
10,806 |
|
|
$ |
9,534 |
|
|
$ |
8,301 |
|
Net income from continuing operations including noncontrolling
interests
|
|
$ |
6,733 |
|
|
$ |
7,452 |
|
|
$ |
6,423 |
|
|
$ |
6,032 |
|
Net income from continuing operations attributable to common
shareholders
|
|
$ |
4,436 |
|
|
$ |
4,958 |
|
|
$ |
4,588 |
|
|
$ |
4,230 |
|
Net income (losses) from discontinued operations attributable to
common shareholders
|
|
$ |
42 |
|
|
$ |
(109 |
) |
|
$ |
(25 |
) |
|
$ |
(187 |
) |
Net income attributable to common shareholders
|
|
$ |
4,478 |
|
|
$ |
4,849 |
|
|
$ |
4,563 |
|
|
$ |
4,043 |
|
Basic earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations.
|
|
$ |
0.37 |
|
|
$ |
0.41 |
|
|
$ |
0.39 |
|
|
$ |
0.35 |
|
From discontinued operations
|
|
|
— |
|
|
|
(0.01 |
) |
|
|
— |
|
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.37 |
|
|
$ |
0.40 |
|
|
$ |
0.39 |
|
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
From continuing operations.
|
|
$ |
0.37 |
|
|
$ |
0.41 |
|
|
$ |
0.38 |
|
|
$ |
0.35 |
|
From discontinued operations
|
|
|
— |
|
|
|
(0.01 |
) |
|
|
— |
|
|
|
(0.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted.
|
|
$ |
0.37 |
|
|
$ |
0.40 |
|
|
$ |
0.38 |
|
|
$ |
0.33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
11,955 |
|
|
|
12,089 |
|
|
|
12,106 |
|
|
|
12,103 |
|
Diluted.
|
|
|
11,979 |
|
|
|
12,110 |
|
|
|
12,120 |
|
|
|
12,117 |
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE. |
Not applicable.
ITEM 9A. |
CONTROLS AND
PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief
Financial Officer, has conducted an evaluation of the effectiveness
of our disclosure controls and procedures (as defined in
Rule 13a-15(e) promulgated under the Exchange Act) as of the
end of the fiscal period covered by this report. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer
have concluded that our disclosure controls and procedures are
effective in ensuring that the information required to be disclosed
in the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the SEC and that such
information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial
reporting during the quarter ended December 31, 2013 that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
MANAGEMENT’S REPORT ON INTERNAL CONTROL
OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined
in Rule 13a-15(f) under Exchange Act. U.S. Physical Therapy, Inc
and subsidiaries’ (the “Company”) internal
control over financial reporting is designed 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.
Internal control over financial reporting includes those policies
and procedures that:
|
• |
|
Pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; |
|
• |
|
Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of the
Company’s management and directors; and |
|
• |
|
Provide reasonable assurance
regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements. |
Internal control over financial reporting cannot provide absolute
assurance of achieving financial reporting objectives because of
its inherent limitations. Internal control over financial reporting
is a process that involves human diligence and compliance and is
subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting can also be
circumvented by collusion or improper management override. Because
of such limitations, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal
control over financial reporting. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. However, these inherent limitations are
known features of the financial reporting process. Therefore, it is
possible to design into the process safeguards to reduce, though
not eliminate, the risk.
Management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31,
2013. In making this assessment, management used the criteria
described in Internal Control — Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment,
management concluded that our internal control over financial
reporting was effective as of December 31, 2013.
The Company’s internal control over financial reporting has
been audited by Grant Thornton LLP, an independent registered
public accounting firm, as stated in their report included on page
38.
ITEM 9B. |
OTHER INFORMATION |
Not applicable.
PART III
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE. |
The information required in response to this Item 10 is
incorporated herein by reference to our definitive proxy statement
relating to our 2014 Annual Meeting of Stockholders to be filed
with the SEC pursuant to Regulation 14A, not later than
120 days after the end of our fiscal year covered by this
report.
ITEM 11. |
EXECUTIVE
COMPENSATION. |
The information required in response to this Item 11 is
incorporated herein by reference to our definitive proxy statement
relating to our 2014 Annual Meeting of Stockholders to be filed
with the SEC pursuant to Regulation 14A, not later than
120 days after the end of our fiscal year covered by this
report.
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS. |
The information required in response to this Item 12 is
incorporated herein by reference to our definitive proxy statement
relating to our 2014 Annual Meeting of Stockholders to be filed
with the SEC pursuant to Regulation 14A, not later than
120 days after the end of our fiscal year covered by this
report.
ITEM 13. |
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
The information required in response to this Item 13 is
incorporated herein by reference to our definitive proxy statement
relating to our 2014 Annual Meeting of Stockholders to be filed
with the SEC pursuant to Regulation 14A, not later than
120 days after the end of our fiscal year covered by this
report.
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND
SERVICES. |
The information required in response to this Item 14 is
incorporated herein by reference to our definitive proxy statement
relating to our 2014 Annual Meeting of Stockholders to be filed
with the SEC pursuant to Regulation 14A, not later than
120 days after the end of our fiscal year covered by this
report.
PART IV
ITEM 15. |
EXHIBITS AND FINANCIAL
STATEMENT SCHEDULES. |
(a) Documents filed as a part of this report:
1. Financial Statements. Reference is made to the
Index to Financial Statements and Related Information under
Item 8 in Part II hereof, where these documents are
listed.
2. Financial Statement Schedules. See page 73
for Schedule II — Valuation and Qualifying
Accounts. All other schedules are omitted because of the absence of
conditions under which they are required or because the required
information is shown in the financial statements or notes
thereto.
3. Exhibits. The exhibits listed in List of
Exhibits on the next page are filed or incorporated by reference as
part of this report.
EXHIBIT INDEX
LIST OF EXHIBITS NOT UPDATED
|
|
|
Number
|
|
Description
|
|
|
3.1 |
|
Articles of Incorporation of the Company [filed as
an exhibit to the Company’s Form 10-Q for the quarterly
period ended June 30, 2001 and incorporated herein by
reference]. |
|
|
3.2 |
|
Amendment to the Articles of Incorporation of the
Company [filed as an exhibit to the Company’s Form 10-Q
for the quarterly period ended June 30, 2001 and incorporated
herein by reference]. |
|
|
3.3 |
|
Bylaws of the Company, as amended [filed as an
exhibit to the Company’s Form 10-KSB for the year ended
December 31, 1993 and incorporated herein by
reference—Commission File Number—1-11151]. |
|
|
10.1+ |
|
1992 Stock Option Plan, as amended [filed as an
exhibit to the Company’s Form 10-Q for the quarterly
period ended June 30, 2001 and incorporated herein by
reference]. |
|
|
10.2+ |
|
Executive Option Plan [filed as an exhibit to the
Company’s Registration Statement on Form S-8 (Reg.
No. 33-63444) and incorporated herein by reference]. |
|
|
10.3+ |
|
1999 Employee Stock Option Plan (as amended and
restated May 20, 2008) [incorporated by reference to
Appendix A to the Company’s Definitive Proxy Statement
on Schedule 14A, filed with the SEC on April 17,
2008]. |
|
|
10.4+ |
|
U. S. Physical Therapy, Inc. 2003 Stock Incentive
Plan, as amended and restated March 26, 2010 [incorporated by
reference to Appendix A to the Company’s proxy statement on
Schedule 14A filed with the SEC on April 9, 2010]. |
|
|
10.5+ |
|
Non-Statutory Stock Option Agreement dated
February 26, 2002 between the Company and Mary Dimick [filed
as an exhibit to the Company’s Registration Statement on
Form S-8 dated February 10, 2003—Reg.
No. 333-103057- and incorporated herein by reference]. |
|
|
10.6+ |
|
Non-Statutory Stock Option Agreement dated
May 20, 2003 between the Company and Jerald Pullins [filed as
an exhibit to the Company’s Registration Statement on
Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.7+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Christopher Reading
[filed as an exhibit to the Company’s Registration Statement
on Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.8+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Lawrance McAfee
[filed as an exhibit to the Company’s Registration Statement
on Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.9+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Janna King [filed as
an exhibit to the Company’s Registration Statement on
Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.10+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Glenn McDowell
[filed as an exhibit to the Company’s Registration Statement
on Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.11+ |
|
Consulting agreement between the Company and J.
Livingston Kosberg [filed as an exhibit to the Company’s
Form 10-Q for the quarterly period ended June 30, 2001
and incorporated herein by reference]. |
|
|
10.12+ |
|
First Amendment to the Consulting Agreement
between the Company and J. Livingston—Kosberg [filed as an
exhibit to the Company’s Form 10-K for the year ended
December 31, 2002 and incorporated herein by reference.] |
|
|
10.13+ |
|
Amended and Restated Employment Agreement dated
May 24, 2007, between U.S. Physical Therapy, Inc. and
Christopher J. Reading [incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed with the SEC on May 25, 2007]. |
|
|
10.14+ |
|
Amendment to Amended and Restated Employment
Agreement dated December 2, 2008 between U.S. Physical
Therapy, Inc. and Christopher J. Reading [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on December 5, 2008]. |
|
|
10.15+ |
|
Amended and Restated Employment Agreement dated
May 24, 2007, between U.S. Physical Therapy, Inc. and Lawrance
W. McAfee [incorporated by reference to Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed with the SEC
on May 25, 2007]. |
|
|
10.16+ |
|
Amendment to Amended and Restated Employment
Agreement dated December 2, 2008 between U.S. Physical
Therapy, Inc. and Lawrance W. McAfee [incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on
Form 8-K, filed with the SEC on December 5, 2008]. |
|
|
10.17+ |
|
Form of Restricted Stock Agreement*. |
|
|
10.18+ |
|
Employment Agreement dated May 24, 2007,
between U. S. Physical Therapy, Inc. and Glenn D. McDowell
[incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the
SEC on May 25, 2007]. |
|
|
10.19+ |
|
Amendment to Employment Agreement dated
December 2, 2008 between U.S. Physical Therapy, Inc. and Glenn
D. McDowell [incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K, filed with the SEC
on December 5, 2008]. |
|
|
10.20+ |
|
USPH Executive Long-Term Incentive Plan, as
Amended [incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC
on December 31, 2008]. |
|
|
10.21 |
|
USPH 2009 Executive Bonus Plan (incorporated by
reference to Exhibit 99.1 to the Company’s Current Report on
Form 8-K filed with the SEC on May 19, 2009). |
|
|
10.22+ |
|
U. S. Physical Therapy, Inc. Objective Long-Term
Incentive Plan for Senior Management, effective March 31, 2011
[incorporated by reference to Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed with the SEC
on April 6, 2011]. |
|
|
10.23+ |
|
U. S. Physical Therapy, Inc. Discretionary
Long-Term Incentive Plan for Senior Management for 2011, effective
March 31, 2011 [incorporated by reference to Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
April 6, 2011]. |
|
|
10.24+ |
|
U. S. Physical Therapy, Inc. Objective Cash Bonus
Plan for 2011, effective March 31, 2011 [incorporated by
reference to Exhibit 99.3 to the Company’s Current Report on
Form 8-K filed with the SEC on April 6, 2011]. |
|
|
10.25+ |
|
U. S. Physical Therapy, Inc. Discretionary Cash
Bonus Plan for 2011, effective March 31, 2011 [incorporated by
reference to Exhibit 99.4 to the Company’s Current Report on
Form 8-K filed with the SEC on April 6, 2011]. |
|
|
10.26 |
|
Reorganization and Securities Purchase Agreement
dated as of September 6, 2007 between U. S. Physical Therapy,
Ltd., STAR Physical Therapy, LP (“STAR LP”), the
limited partners of STAR LP, and Regg Swanson as Seller
Representative and in his individual capacity [incorporated by
reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 7,
2007]. |
|
|
10.27 |
|
Credit Agreement, dated as of August 27, 2007
among U. S. Physical Therapy, Inc., as the Borrower, Bank of
America, N. A., as Administrative Agent, Swing Line Lender and L/C
Issuer, and The Other Lenders Party Hereto [incorporated by
reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K/A filed with the SEC on September 5,
2007]. |
|
|
10.28 |
|
First Amendment to Credit Agreement dated as of
June 4, 2008 by and among U.S. Physical Therapy, Inc., a
Nevada Corporation, the Lenders party hereto, and Bank of America,
N. A., as Administrative Agent [incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2008,
filed with the SEC on August 11, 2008]. |
|
|
10.29 |
|
Second Amendment to Credit Agreement and Consent
by and among the Company and the Lenders party hereto, and Bank of
America, N. A., as Administrative Agent (incorporated by reference
to Exhibit 99.1 to the Company Current Report on Form 8-K filed
with the SEC on March 18, 2010). |
|
|
10.30 |
|
Third Amendment to Credit Agreement dated as of
October 13, 2010, by and among the Company and the Lenders party
hereto, and Bank of America, N.A. as administrative Agent
[incorporated by reference to Exhibit 10.30 to the Company Annual
Report on Form 10-K filed with the SEC on March 10,
2011]. |
|
|
10.31+ |
|
U. S. Physical Therapy, Inc. Objective Long-Term
Incentive Plan for Senior Management, effective March 27, 2012
(incorporated by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed with the SEC on March 28,
2012). |
|
|
10.32+ |
|
U. S. Physical Therapy, Inc. Discretionary
Long-Term Incentive Plan for Senior Management for 2012, effective
March 27, 2012 (incorporated by reference to Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
March 28, 2012). |
|
|
10.33+ |
|
U. S. Physical Therapy, Inc. Objective Cash Bonus
Plan for 2012, effective March 27, 2012 (incorporated by reference
to Exhibit 99.3 to the Company’s Current Report on Form 8-K
filed with the SEC on March 28, 2012). |
|
|
10.34+ |
|
U. S. Physical Therapy, Inc. Discretionary Cash
Bonus Plan for 2012, effective March 27, 2012 (incorporated by
reference to Exhibit 99.4 to the Company’s Current Report on
Form 8-K filed with the SEC on March 28, 2012). |
|
|
10.35 |
|
Fourth Amendment to Credit Agreement by and among
the Company and the Lenders party hereto, and Bank of America, N.
A, as Administrative Agent.* |
|
|
10.36 |
|
Fifth Amendment to Credit Agreement by and among
the Company and the Lenders party hereto, and Bank of America, N.
A, as Administrative Agent (incorporated by reference to Exhibit
99.1 to the Company’s Current Report on Form 8-K filed with
the SEC on October 25, 2012). |
|
|
10.37 |
|
Amendment to employment agreement effective March
8, 2013 between U. S. Physical Therapy, Inc. and Christopher J.
Reading. * |
|
|
10.38 |
|
Amendment to employment agreement effective March
8, 2013 between U. S. Physical Therapy, Inc. and Lawrance M.
McAfee. * |
|
|
10.39 |
|
Amendment to employment agreement effective March
8, 2013 between U. S. Physical Therapy, Inc. and Glenn D. McDowell.
* |
|
|
21.1* |
|
Subsidiaries of the Registrant |
|
|
23.1* |
|
Consent of Independent Registered Public
Accounting Firm—Grant Thornton LLP |
|
|
31.1* |
|
Certification of Chief Executive Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended |
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended |
|
|
31.3* |
|
Certification of Controller pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended |
|
|
32.1* |
|
Certification of Periodic Report of the Chief
Executive Officer, Chief Financial Officer and Controller pursuant
to Rule 13a-14(b) of the Securities Exchange Act of 1934, as
amended, and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
101.INS* |
|
XBRL Instance Document |
|
|
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
|
|
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase
Document |
|
|
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase
Document |
|
|
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase
Document |
|
|
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase
Document |
+ |
Management contract or compensatory
plan or arrangement. |
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Board of Directors and Shareholders
U.S. Physical Therapy, Inc.
We have audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States) the consolidated
financial statements of U.S. Physical Therapy, Inc. (a Nevada
Corporation) and subsidiaries (the “Company”) referred
to in our report dated March 11, 2014, which is included in
the annual report to security holders and included in Part II
of this form. Our audits of the basic consolidated financial
statements included the financial statement schedule listed in the
index appearing under item 15, which is the
responsibility of the Company’s management. In our opinion,
this financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set
forth therein.
/s/ GRANT THORNTON LLP
Houston, Texas
March 11, 2014
FINANCIAL STATEMENT SCHEDULE*
SCHEDULE II — VALUATION AND
QUALIFYING ACCOUNTS
U.S. PHYSICAL THERAPY, INC. AND
SUBSIDIARIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COL. A
|
|
COL B |
|
|
COL C |
|
|
COL D |
|
|
COL E |
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
|
Description
|
|
Balance at
Beginning
of Period |
|
|
Charged to
Costs and
Expenses |
|
|
Charged
to Other
Accounts |
|
|
Deductions |
|
|
Balance at
End of
Period |
|
|
|
(Amounts in
Thousands) |
|
YEAR ENDED DECEMBER 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves and allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts(1)
|
|
$ |
2,109 |
|
|
$ |
4,370 |
|
|
|
— |
|
|
$ |
4,851 |
(2) |
|
$ |
1,628 |
|
YEAR ENDED DECEMBER 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves and allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$ |
3,037 |
|
|
$ |
4,848 |
|
|
|
— |
|
|
$ |
5,776 |
(2) |
|
$ |
2,109 |
|
YEAR ENDED DECEMBER 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves and allowances deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
$ |
2,273 |
|
|
$ |
3,785 |
|
|
|
— |
|
|
$ |
3,021 |
(2) |
|
$ |
3,037 |
|
(1) |
Related to patient accounts
receivable and accounts receivable—other. |
(2) |
Uncollectible accounts written off,
net of recoveries. |
* |
All other schedules are omitted
because of the absence of conditions under which they are required
or because the required information is shown in the financial
statements or notes thereto. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
U.S. PHYSICAL THERAPY,
INC. |
(Registrant) |
|
|
By: |
|
/S/ LAWRANCE W.
MCAFEE
|
|
|
Lawrance W. McAfee |
|
|
Chief Financial
Officer |
|
|
By:
|
|
/S/ JON C.
BATES
|
|
|
Jon C. Bates |
|
|
Vice
President/Controller |
Date: March 11, 2014
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated as of the
date indicated above.
|
|
|
|
|
|
|
|
|
By: |
|
/S/ CHRISTOPHER J.
READING
Christopher J. Reading
|
|
|
|
President, Chief Executive Officer and Director
(principal executive officer)
|
|
|
|
|
|
|
By: |
|
/S/ LAWRANCE W.
MCAFEE
Lawrance W. McAfee
|
|
|
|
Executive Vice President, Chief Financial
Officer
and Director
(principal financial and accounting officer)
|
|
|
|
|
By: |
|
/S/ JERALD
PULLINS
Jerald Pullins
|
|
|
|
Chairman of the Board |
|
|
|
|
By: |
|
/S/ DANIEL C.
ARNOLD
Daniel C. Arnold
|
|
|
|
Vice Chairman of the Board |
|
|
|
|
By: |
|
/S/ MARK J.
BROOKNER
Mark J. Brookner
|
|
|
|
Director |
|
|
|
|
By: |
|
/S/ HARRY S.
CHAPMAN
Harry S. Chapman
|
|
|
|
Director |
|
|
|
|
By: |
|
/S/ BERNARD A.
HARRIS, JR.
Bernard A. Harris, Jr.
|
|
|
|
Director |
|
|
|
|
By: |
|
/S/ MARLIN W.
JOHNSTON
Marlin W. Johnston
|
|
|
|
Director |
|
|
|
|
By: |
|
/S/ REGG
SWANSON
Regg Swanson
|
|
|
|
Director |
|
|
|
|
By: |
|
/S/ CLAYTON
TRIER
Clayton Trier
|
|
|
|
Director |
EXHIBIT INDEX
LIST OF EXHIBITS NOT UPDATED
|
|
|
Number
|
|
Description
|
|
|
3.1 |
|
Articles of Incorporation of the Company [filed as
an exhibit to the Company’s Form 10-Q for the quarterly
period ended June 30, 2001 and incorporated herein by
reference]. |
|
|
3.2 |
|
Amendment to the Articles of Incorporation of the
Company [filed as an exhibit to the Company’s Form 10-Q
for the quarterly period ended June 30, 2001 and incorporated
herein by reference]. |
|
|
3.3 |
|
Bylaws of the Company, as amended [filed as an
exhibit to the Company’s Form 10-KSB for the year ended
December 31, 1993 and incorporated herein by
reference—Commission File Number—1-11151]. |
|
|
10.1+ |
|
1992 Stock Option Plan, as amended [filed as an
exhibit to the Company’s Form 10-Q for the quarterly
period ended June 30, 2001 and incorporated herein by
reference]. |
|
|
10.2+ |
|
Executive Option Plan [filed as an exhibit to the
Company’s Registration Statement on Form S-8 (Reg.
No. 33-63444) and incorporated herein by reference]. |
|
|
10.3+ |
|
1999 Employee Stock Option Plan (as amended and
restated May 20, 2008) [incorporated by reference to
Appendix A to the Company’s Definitive Proxy Statement
on Schedule 14A, filed with the SEC on April 17,
2008]. |
|
|
10.4+ |
|
U. S. Physical Therapy, Inc. 2003 Stock Incentive
Plan, as amended and restated March 26, 2010 [incorporated by
reference to Appendix A to the Company’s proxy statement on
Schedule 14A filed with the SEC on April 9, 2010]. |
|
|
10.5+ |
|
Non-Statutory Stock Option Agreement dated
February 26, 2002 between the Company and Mary Dimick [filed
as an exhibit to the Company’s Registration Statement on
Form S-8 dated February 10, 2003—Reg.
No. 333-103057- and incorporated herein by reference]. |
|
|
10.6+ |
|
Non-Statutory Stock Option Agreement dated
May 20, 2003 between the Company and Jerald Pullins [filed as
an exhibit to the Company’s Registration Statement on
Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.7+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Christopher Reading
[filed as an exhibit to the Company’s Registration Statement
on Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.8+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Lawrance McAfee
[filed as an exhibit to the Company’s Registration Statement
on Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.9+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Janna King [filed as
an exhibit to the Company’s Registration Statement on
Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.10+ |
|
Non-Statutory Stock Option Agreement dated
November 18, 2003 between the Company and Glenn McDowell
[filed as an exhibit to the Company’s Registration Statement
on Form S-8 filed March 15, 2004—Reg.
No. 333-113592—and incorporated herein by
reference]. |
|
|
10.11+ |
|
Consulting agreement between the Company and J.
Livingston Kosberg [filed as an exhibit to the Company’s
Form 10-Q for the quarterly period ended June 30, 2001
and incorporated herein by reference]. |
|
|
10.12+ |
|
First Amendment to the Consulting Agreement
between the Company and J. Livingston—Kosberg [filed as an
exhibit to the Company’s Form 10-K for the year ended
December 31, 2002 and incorporated herein by reference.] |
|
|
10.13+ |
|
Amended and Restated Employment Agreement dated
May 24, 2007, between U.S. Physical Therapy, Inc. and
Christopher J. Reading [incorporated by reference to
Exhibit 10.3 to the Company’s Current Report on
Form 8-K filed with the SEC on May 25, 2007]. |
|
|
10.14+ |
|
Amendment to Amended and Restated Employment
Agreement dated December 2, 2008 between U.S. Physical
Therapy, Inc. and Christopher J. Reading [incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on
Form 8-K, filed with the SEC on December 5, 2008]. |
|
|
10.15+ |
|
Amended and Restated Employment Agreement dated
May 24, 2007, between U.S. Physical Therapy, Inc. and Lawrance
W. McAfee [incorporated by reference to Exhibit 10.4 to the
Company’s Current Report on Form 8-K filed with the SEC
on May 25, 2007]. |
|
|
10.16+ |
|
Amendment to Amended and Restated Employment
Agreement dated December 2, 2008 between U.S. Physical
Therapy, Inc. and Lawrance W. McAfee [incorporated by reference to
Exhibit 10.2 to the Company’s Current Report on
Form 8-K, filed with the SEC on December 5, 2008]. |
|
|
10.17+ |
|
Form of Restricted Stock Agreement. * |
|
|
10.18+ |
|
Employment Agreement dated May 24, 2007,
between U. S. Physical Therapy, Inc. and Glenn D. McDowell
[incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed with the
SEC on May 25, 2007]. |
|
|
10.19+ |
|
Amendment to Employment Agreement dated
December 2, 2008 between U.S. Physical Therapy, Inc. and Glenn
D. McDowell [incorporated by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K, filed with the SEC
on December 5, 2008]. |
|
|
10.20+ |
|
USPH Executive Long-Term Incentive Plan, as
Amended [incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the SEC
on December 31, 2008]. |
|
|
10.21 |
|
USPH 2009 Executive Bonus Plan (incorporated by
reference to Exhibit 99.1 to the Company’s Current Report on
Form 8-K filed with the SEC on May 19, 2009). |
|
|
10.22+ |
|
U. S. Physical Therapy, Inc. Objective Long-Term
Incentive Plan for Senior Management, effective March 31, 2011
[incorporated by reference to Exhibit 99.1 to the
Company’s Current Report on Form 8-K filed with the SEC
on April 6, 2011]. |
|
|
10.23+ |
|
U. S. Physical Therapy, Inc. Discretionary
Long-Term Incentive Plan for Senior Management for 2011, effective
March 31, 2011 [incorporated by reference to Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
April 6, 2011]. |
|
|
10.24+ |
|
U. S. Physical Therapy, Inc. Objective Cash Bonus
Plan for 2011, effective March 31, 2011 [incorporated by
reference to Exhibit 99.3 to the Company’s Current Report on
Form 8-K filed with the SEC on April 6, 2011]. |
|
|
10.25+ |
|
U. S. Physical Therapy, Inc. Discretionary Cash
Bonus Plan for 2011, effective March 31, 2011 [incorporated by
reference to Exhibit 99.4 to the Company’s Current Report on
Form 8-K filed with the SEC on April 6, 2011]. |
|
|
10.26 |
|
Reorganization and Securities Purchase Agreement
dated as of September 6, 2007 between U. S. Physical Therapy,
Ltd., STAR Physical Therapy, LP (“STAR LP”), the
limited partners of STAR LP, and Regg Swanson as Seller
Representative and in his individual capacity [incorporated by
reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 7,
2007]. |
|
|
10.27 |
|
Credit Agreement, dated as of August 27, 2007
among U. S. Physical Therapy, Inc., as the Borrower, Bank of
America, N. A., as Administrative Agent, Swing Line Lender and L/C
Issuer, and The Other Lenders Party Hereto [incorporated by
reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K/A filed with the SEC on September 5,
2007]. |
|
|
10.28 |
|
First Amendment to Credit Agreement dated as of
June 4, 2008 by and among U.S. Physical Therapy, Inc., a
Nevada Corporation, the Lenders party hereto, and Bank of America,
N. A., as Administrative Agent [incorporated by reference to
Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2008,
filed with the SEC on August 11, 2008]. |
|
|
10.29 |
|
Second Amendment to Credit Agreement and Consent
by and among the Company and the Lenders party hereto, and Bank of
America, N. A., as Administrative Agent (incorporated by reference
to Exhibit 99.1 to the Company Current Report on Form 8-K filed
with the SEC on March 18, 2010). |
|
|
10.30 |
|
Third Amendment to Credit Agreement dated as of
October 13, 2010, by and among the Company and the Lenders party
hereto, and Bank of America, N.A. as administrative Agent
[incorporated by reference to Exhibit 10.30 to the Company Annual
Report on Form 10-K filed with the SEC on March 10,
2011]. |
|
|
10.31+ |
|
U. S. Physical Therapy, Inc. Objective Long-Term
Incentive Plan for Senior Management, effective March 27, 2012
(incorporated by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed with the SEC on March 28,
2012). |
|
|
10.32+ |
|
U. S. Physical Therapy, Inc. Discretionary
Long-Term Incentive Plan for Senior Management for 2012, effective
March 27, 2012 (incorporated by reference to Exhibit 99.2 to the
Company’s Current Report on Form 8-K filed with the SEC on
March 28, 2012). |
|
|
10.33+ |
|
U. S. Physical Therapy, Inc. Objective Cash Bonus
Plan for 2012, effective March 27, 2012 (incorporated by reference
to Exhibit 99.3 to the Company’s Current Report on Form 8-K
filed with the SEC on March 28, 2012). |
|
|
10.34+ |
|
U. S. Physical Therapy, Inc. Discretionary Cash
Bonus Plan for 2012, effective March 27, 2012 (incorporated by
reference to Exhibit 99.4 to the Company’s Current Report on
Form 8-K filed with the SEC on March 28, 2012). |
|
|
10.35 |
|
Fourth Amendment to Credit Agreement by and among
the Company and the Lenders party hereto, and Bank of America, N.
A, as Administrative Agent.* |
|
|
10.36 |
|
Fifth Amendment to Credit Agreement by and among
the Company and the Lenders party hereto, and Bank of America, N.
A, as Administrative Agent (incorporated by reference to Exhibit
99.1 to the Company’s Current Report on Form 8-K filed with
the SEC on October 25, 2012). |
|
|
10.37 |
|
Amendment to employment agreement effective March
8, 2013 between U. S. Physical Therapy, Inc. and Christopher J.
Reading. * |
|
|
10.38 |
|
Amendment to employment agreement effective March
8, 2013 between U. S. Physical Therapy, Inc. and Lawrance M.
McAfee. * |
|
|
10.39 |
|
Amendment to employment agreement effective March
8, 2013 between U. S. Physical Therapy, Inc. and Glenn D. McDowell.
* |
|
|
21.1* |
|
Subsidiaries of the Registrant |
|
|
23.1* |
|
Consent of Independent Registered Public
Accounting Firm—Grant Thornton LLP |
|
|
31.1* |
|
Certification of Chief Executive Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended |
|
|
31.2* |
|
Certification of Chief Financial Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended |
|
|
31.3* |
|
Certification of Controller pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
amended |
|
|
32.1* |
|
Certification of Periodic Report of the Chief
Executive Officer, Chief Financial Officer and Controller pursuant
to Rule 13a-14(b) of the Securities Exchange Act of 1934, as
amended, and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
101.INS* |
|
XBRL Instance Document |
|
|
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
|
|
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase
Document |
|
|
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase
Document |
|
|
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase
Document |
|
|
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase
Document |
+ |
Management contract or compensatory
plan or arrangement. |
|