On February 27, 2020, the Company acquired interests in a 4-clinic physical therapy practice. The 4 clinics are in ~~four~~4 separate partnerships. The Company’s interests in the ~~four~~4 partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The aggregate purchase price was $11.9 million, of which $11.6 million was paid in cash and $0.3 million in the form of a seller note. The note accrues interest at 4.75% per annum and the principal and interest is payable on February 2022.

The purchase price plus the fair value of the non-controlling interests for the acquisitions in 2020 was allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the estimated fair values at the acquisition date, with the amount in excess of fair values being recorded as goodwill. The Company is in the process of completing its formal valuation analysis of the acquisitions, to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the preliminary estimates used at ~~March 31,~~June 30, 2020 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result in adjustments to goodwill. The Company does not expect the adjustments to be material.

For the acquisitions in 2020, the values assigned to the referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For referral relationships, the amortization period is 11.0 years. For non-compete agreements, the amortization period is 6.0 years.

The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition.

The purchase price for the 2020 acquisitions has been preliminarily allocated as follows (in thousands):

	Total			Physical Therapy Operations
Cash paid, net of cash acquired	$	11,633		$	11,633
Seller note		300			300
Total consideration	$	11,933		$	11,933

Estimated fair value of net tangible assets acquired:
Total current assets	$	991		$	778
Total non-current assets		400			400
Total liabilities		(469	)		(469	)
Net tangible assets acquired	$	922		$	709
Referral relationships		1,600			1,600
Non-compete		750			750
Tradename		1,500			1,500
Goodwill		13,632			13,845
Fair value of non-controlling interest (classified as redeemable non-controlling interests)		(6,471	)		(6,471	)
	$	11,933		$	11,933

On September 30, 2019, the Company acquired a 67% interest in an 11-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million, of which $12.1 million was paid in cash and $0.3 million in the form of a seller note that is payable in 2 principal installments totaling $150,000 each, plus accrued interest in September 2020 and September 2021. The note accrues interest at 5.0% per annum.

On April 11, 2019, the Company acquired a company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network of 45 states including onsite at 11 client locations. The business was then combined with Briotix Health, the Company’s industrial injury prevention operation, increasing the Company’s ownership position in the Briotix Health partnership to approximately 76.0%. The purchase price for the acquired company was $22.9 million ($23.6 million less cash acquired of $0.7 million), which consisted of $18.9 million in cash, (of which $$0.5 million will be paid to certain shareholders), and a $4.0 million seller note. The note accrues interest at 5.5% and the principal and accrued interest is payable, on April 9, 2021.

The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition.

For the 2019 acquisitions, a majority of total current assets primarily represents accounts receivable. Total non-current assets are fixed assets and equipment used in the practice.

~~Table of Contents~~

The purchase price for the 2019 acquisitions has been allocated as follows (in thousands):

	IIPS*			Clinic Practice			Total			IIPS*			Physical Therapy Operations			Total
Cash paid, net of cash acquired	$	18,427		$	12,170		$	30,597		$	18,427		$	12,170		$	30,597
Payable to shareholders of seller		486			-			486		$	486		$	-			486
Seller note		4,000						4,300			4,000			300			4,300
Total consideration	$	22,913		$	12,470		$	35,383		$	22,913		$	12,470		$	35,383

Estimated fair value of net tangible assets acquired:
Total current assets	$	1,641		$	696		$	2,337		$	1,641		$	693		$	2,334
Total non-current assets		878			3,028			3,906			878			3,019			3,897
Total liabilities		(2,884	)		(2,816	)		(5,700	)		(2,979	)		(2,816	)		(5,795	)
Net tangible assets acquired	$	(365	)	$	908		$	543		$	(460	)	$	896		$	436
Referral relationships		1,500			1,500			3,000			3,400			2,600			6,000
Non-compete		590			700			1,290			250			270			520
Tradename		2,500			1,600			4,100			1,300			740			2,040
Goodwill		18,688			13,991			32,679			18,423			14,193			32,616
Fair value of non-controlling interest (classified as redeemable non-controlling interests)		-			(6,229	)		(6,229	)		-			(6,229	)		(6,229	)
	$	22,913		$	12,470		$	35,383		$	22,913		$	12,470		$	35,383

* Industrial injury prevention services

The purchase prices plus the fair value of the non-controlling interests for the acquisitions in 2019 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill. The Company has completed its formal valuation analyses for the ~~acquisitions~~IIPS acquisition in 2019 with immaterial changes to the values. The Company is in the process of completing its formal valuation analysis of the 2019 physical therapy operations acquisition, to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the preliminary estimates used at June 30, 2020 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result in adjustments to goodwill. The Company does not expect the adjustments to be material.

For the acquisitions in 2019, the values assigned to the referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For referral relationships, the weighted average amortization period was 11.0 years at December 31, 2019. For non-compete agreements, the weighted average amortization period was 6.0 years at December 31, 2019. The values assigned to tradenames are tested annually for impairment.

The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Funding for the cash portions was derived from proceeds from the Company’s revolving credit facility. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the acquisitions in the 2020 and 2019 acquisitions have not been included as the results, individually and in the aggregate, were not material to current operations.

During 2019, the Company acquired additional interests in 4 partnerships which are included in non-controlling interest. The additional interests purchased in each of the partnerships ranged from 1% and 55%. Also in 2019, the Company sold a 1% interest in a partnership. The net after tax difference between the payments and the portion of undistributed earnings of $196,000 was credited to additional paid-in capital.

Table of Contents

3. REVENUE RECOGNITION

Categories

Revenues are recognized in the period in which services are rendered.

Net patient revenues consists of revenues for physical therapy and occupational therapy clinics that provide pre-and post-operative care and treatment for orthopedic related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological-related injuries. Net patient revenues (patient revenues less estimated contractual adjustments) are recognized at the estimated net realizable amounts from third-party payors, patients and others in exchange for services rendered when obligations under the terms of the contract are satisfied. There is an implied contract between us and the patient upon each patient visit. Generally, this occurs as the Company provides physical and occupational therapy services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established rates. The allowance for estimated contractual adjustments is based on terms of payor contracts and historical collection and write-off experience.

~~Table of Contents~~

Management contract revenues, which are included in other revenues in the consolidated statements of net income, are derived from contractual arrangements whereby the Company manages a clinic owned by a third party. The Company does not have any ownership interest in these clinics. Typically, revenues are determined based on the number of visits conducted at the clinic and recognized at the point in time when services are performed. Costs, typically salaries for our employees, are recorded when incurred.

Revenues from the industrial injury prevention ~~business,~~services segment, which are also included in other revenues in the consolidated statements of net income, are derived from onsite services the Company provides to clients’ employees including injury prevention, rehabilitation, ergonomic assessments and performance optimization. Revenue from the industrial injury prevention ~~business~~services segment is recognized when obligations under the terms of the contract are satisfied. Revenues are recognized at an amount equal to the consideration the Company expects to receive in exchange for providing injury prevention services to its clients. The revenue is determined and recognized based on the number of hours and respective rate for services provided in a given period.

Additionally, other revenues include services the Company provides on-site, such as schools, ~~and industrial worksites,~~ for physical or occupational therapy services, and fees from athletic ~~trainers and gym membership fees.~~trainers. Contract terms and rates are agreed to in advance between the Company and the third parties. Services are typically performed over the contract period and revenue is recorded at the point of service. If the services are paid in advance, revenue is recorded as a ~~contract~~ liability over the period of the agreement and recognized at the point in time, when the services are performed.

The Company determines allowances for doubtful accounts based on the specific agings and payor classifications at each clinic. The provision for doubtful accounts is included in clinic operating costs in the statements of net income. Patient accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and allowance for doubtful accounts, includes only those amounts the Company estimates to be collectible.

The following table details the revenue related to the various categories (in thousands):

	Three Months Ended				Three Months Ended				Six Months Ended
	March 31, 2020		March 31, 2019		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Net patient revenues	$	100,126	$	106,650	$	72,279	$	113,363	$	172,405	$	220,013
Management contract revenues		2,149		2,146		1,592		2,215		3,740		4,360
Other revenues						328		507		895		1,043
Physical therapy operations					$	74,199	$	116,085	$	177,040	$	225,416
Industrial injury prevention services revenues		9,876		6,900		9,658		10,288		19,534		17,188
Other revenues		566		535
	$	112,717	$	116,231	$	83,857	$	126,373	$	196,574	$	242,604

Table of Contents

Medicare Reimbursement

The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (‘‘MPFS’’). For services provided in 2018, a 0.5% increase was applied to the fee schedule payment rates; for services provided in 2019, a 0.25% increase was applied to the fee schedule payment rates before applying the mandatory budget neutrality adjustment. For services provided in 2020 through 2025, a 0.0% update will be applied each year to the fee schedule payment rates, before applying the mandatory budget neutrality adjustment. However, in the ~~2020~~2021 MPFS Final Rule, CMS proposed an increase to the code values for office/outpatient evaluation and management (E/M) codes and cuts to other codes to maintain budget neutrality of the MPFS. This change in code valuations would be effective January 1, 2021. Under the proposal, physical/occupational therapy services could see code reductions that may result in an estimated 8%9% decrease in payment. In announcing this possible reduction in the applicable physical/occupational therapy codes, CMS indicated that it would further consider and address industry and provider concerns before finalizing the 2021 code values.

Our physical therapists and occupational therapists are able to provide services to patients on a remote basis, using a variety of technologies. This ishas been particularly helpful during the ~~pendency of the Coronavirus emergency,~~COVID-19 pandemic, as some patients are reluctant to travel. Reimbursement and coverage for these services vary among payors. Effective as of March 1, 2020, CMS provided a temporary waiver to allow physical therapists and occupational therapists (and their respective assistants) to perform and be reimbursed for the full scope of services performed remotely as “telehealth visits,” provided the telehealth services ae performed by therapists associated with clinics that are enrolled with Medicare on a private practice basis. Currently, clinics enrolled with Medicare as certified rehabilitation agencies are not authorized to perform and be reimbursed for telehealth visits for Medicare beneficiaries. Approximately 60% of our clinics participate with Medicare as private practices.visits”. The foregoing telehealth temporary waiver will continue until the end of the ~~Coronavirus emergency~~COVID-19 pandemic as determined by ~~CMS, unless extended further by CMS.~~HHS. HHS has the authority extend the public health emergency, which it did on July 23, 2020.

~~Table of Contents~~

Beginning in 2021, payments to individual therapists (Physical/Occupational Therapist in Private Practice) paid under the fee schedule may be subject to adjustment based on performance in the Merit Based Incentive Payment System (“MIPS”), which measures performance based on certain quality metrics, resource use, and meaningful use of electronic health records. Under the MIPS requirements, a ~~provider’s~~provider's performance is assessed according to established performance standards each year and then is used to determine an adjustment factor that is applied to the ~~professional’s~~professional's payment for the corresponding payment year. The provider’s MIPS performance in 2019 will determine the payment adjustment in 2021. Each year from 2019 through 2024, professionals who receive a significant share of their revenues through an alternate payment model (“APM”), (such as accountable care organizations or bundled payment arrangements) that involves risk of financial losses and a quality measurement component will receive a 5% bonus in the corresponding payment year. The bonus payment for APM participation is intended to encourage participation and testing of new APMs and to promote the alignment of incentives across payors. The specifics of the MIPS and APM adjustments will be subject to future notice and comment rule-making.

The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next ten years, and requires automatic reductions in federal spending by approximately ~~$1.2~~$1.2 trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. On April 1, 2013, a 2% reduction to Medicare payments was implemented. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, extended the 2% reductions to Medicare payments through fiscal year 2025. The Bipartisan Budget Act of 2018, enacted on February 9, 2018, extends the 2% reductions to Medicare payments through fiscal year 2027.The CARES Act, enacted on March 27, 2020, temporarily suspended the 2% payment adjustment, effective for claims with dates of service from May 1, 2020 through December 31, 2020.

Historically, the total amount paid by Medicare in any one year for outpatient physical therapy, occupational therapy, and/or speech-language pathology services provided to any Medicare beneficiary was subject to an annual dollar limit (i.e., the ‘‘Therapy Cap’’ or ‘‘Limit’’). For 2017, the annual Limit on outpatient therapy services was $1,980 for combined Physical Therapy and Speech Language Pathology services and $1,980 for Occupational Therapy services. As a result of Bipartisan Budget Act of 2018, the Therapy Caps have been eliminated, effective as of January 1, 2018.

Under the Middle Class Tax Relief and Job Creation Act of 2012 (‘‘MCTRA’’), since October 1, 2012, patients who met or exceeded $3,700 in therapy expenditures during a calendar year have been subject to a manual medical review to determine whether applicable payment criteria are satisfied. The ~~$3,700~~$3,700 threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate ~~$3,700~~$3,700 threshold is applied to the Occupational Therapy. The MACRA directed CMS to modify the manual medical review process such that those reviews will no longer apply to all claims exceeding the ~~$3,700~~$3,700 threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers ~~appropriate~~appropriate. The Bipartisan Budget Act of 2018 extends the targeted medical review indefinitely, but reduces the threshold to ~~$3,000~~$3,000 through December 31, 2027. For 2028, the threshold amount will be increased by the percentage increase in the Medicare Economic Index (“MEI”) for 2028 and in subsequent years the threshold amount will increase based on the corresponding percentage increase in the MEI for such subsequent year.

Table of Contents

CMS adopted a multiple procedure payment reduction (‘‘MPPR’’) for therapy services in the final update to the MPFS for calendar year 2011. The MPPR applied to all outpatient therapy services paid under Medicare Part B — occupational therapy, physical therapy and speech-language pathology. Under the policy, the Medicare program pays 100% of the practice expense component of the Relative Value Unit (‘‘RVU’’) for the therapy procedure with the highest practice expense RVU, then reduces the payment for the practice expense component for the second and subsequent therapy procedures or units of service furnished during the same day for the same patient, regardless of whether those therapy services are furnished in separate sessions. Since 2013, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 50%. In addition, the MCTRA directed CMS to implement a claims-based data collection program to gather additional data on patient function during the course of therapy in order to better understand patient conditions and outcomes. All practice settings that provide outpatient therapy services are required to include this data on the claim form. Since 2013, therapists have been required to report new codes and modifiers on the claim form that reflect a patient’s functional limitations and goals at initial evaluation, periodically throughout care, and at discharge. Reporting of these functional limitation codes and modifiers are required on the claim for payment.

~~Table of Contents~~

Medicare claims for outpatient therapy services furnished by therapy assistants on or after January 1, 2020 must include a modifier indicating the service was furnished by a therapy assistant. Outpatient therapy services furnished on or after January 1, 2022 in whole or part by a therapy assistant will be paid at an amount equal to 85% of the payment amount otherwise applicable for the service.

Statutes, regulations, and payment rules governing the delivery of therapy services to Medicare beneficiaries are complex and subject to interpretation. We believe that we are in compliance in all material respects with all applicable laws and regulations and are not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on our financial statements as of ~~March 31,~~June 30, 2020. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare program. For the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019, net patient revenue from Medicare accounted for approximately ~~$27.5~~$44.4 million and ~~$28.3~~$59.4 million, respectively.

Contractual Allowances

Contractual allowances result from the differences between the rates charged for services performed and expected reimbursements by both insurance companies and government sponsored healthcare programs for such services. Medicare regulations and the various third party payors and managed care contracts are often complex and may include multiple reimbursement mechanisms payable for the services provided in Company clinics. The Company estimates contractual allowances based on its interpretation of the applicable regulations, payor contracts and historical calculations. Each month the Company estimates its contractual allowance for each clinic based on payor contracts and the historical collection experience of the clinic and applies an appropriate contractual allowance reserve percentage to the gross accounts receivable balances for each payor of the clinic. Based on the Company’s historical experience, calculating the contractual allowance reserve percentage at the payor level is sufficient to allow the Company to provide the necessary detail and accuracy with its collectability estimates. However, the services authorized and provided and related reimbursement are subject to interpretation that could result in payments that differ from the Company’s estimates. Payor terms are periodically revised necessitating continual review and assessment of the estimates made by management. The Company’s billing system does not capture the exact change in its contractual allowance reserve estimate from period to period in order to assess the accuracy of its revenues and hence its contractual allowance reserves. Management regularly compares its cash collections to corresponding net revenues measured both in the aggregate and on a clinic-by-clinic basis. In the aggregate, historically the difference between net revenues and corresponding cash collections has generally reflected a difference within approximately 1% of net revenues. Additionally, analysis of subsequent periods’ contractual write-offs on a payor basis reflects a difference within approximately 1% between the actual aggregate contractual reserve percentage as compared to the estimated contractual allowance reserve percentage associated with the same period end balance. As a result, the Company believes that a change in the contractual allowance reserve estimate would not likely be more than 1% at ~~March 31,~~June 30, 2020.

Table of Contents

A contract’s transaction price is allocated to each distinct performance obligation and recognized when, or as, the performance obligation is satisfied. To determine the transaction price, the Company includes the effects of any variable consideration, such as the probability of collecting that amount. The Company applies established rates to the services provided, and adjusts for the terms of payor contracts, as applicable. These contracted amounts are different from the Company’s established rates. The Company has established a “contractual allowance” for this difference. The allowance is based on the terms of payor contracts, historical and current reimbursement information and current experience with the clinic and partners. The Company’s established rates less the contractual allowance is the revenue that is recognized in the period in which the service is rendered. This revenue is deemed the transaction price and stated as “Net Patient Revenue” on the Company’s consolidated statements of income.

The Company’s performance obligations are satisfied at a point in time. After the clinic has provided services and satisfied its obligation to the customer for the reimbursement rates stipulated in the payor contracts (i.e. the transaction price), the Company recognizes the revenue, net of contractual allowances, in the period in which the services are rendered. The Company recognizes the full amount of revenue and reports the contractual allowances as a contra (or offset) revenue account to report a net revenue number based on the expected collections.

4. OTHER INCOME

Sale of clinics

The Company recognized a gain of $1.1 million in the second quarter of 2020, included in other income, resulting from the sale of 11 previously closed clinics.

Receipts of Relief Funds

The Company received $7.9 million of funds from the Public Health and Social Services Emergency Fund (“Relief Fund”) as part of the CARES Act. The Relief Fund monies do not have to be repaid, were used for operations and to offset losses due to the COVID-19 pandemic in the second quarter of 2020.

~~Table of Contents~~

4.5. EARNINGS PER SHARE

In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Footnote 56 – Redeemable Non-Controlling Interest), net of tax, charged directly to retained earnings is included in the earnings per basic and diluted share calculation. The following table provides a detail of the basic and diluted earnings per share computation (in thousands, except per share data).

	Three Months Ended						Three Months Ended						Six Months Ended
	March 31, 2020			March 31, 2019			June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019
Computation of earnings per share - USPH shareholders:
Net income attributable to USPH shareholders	$	1,016		$	8,443		$	10,232		$	14,620		$	11,248		$	23,063
Credit (charges) to retained earnings:
Revaluation of redeemable non-controlling interest		2,129			(4,661	)		3,344			(5,169	)		5,473			(9,830	)
Tax effect at statutory rate (federal and state) of 26.25%		(559	)		1,224			(878	)		1,356			(1,437	)		2,580
	$	2,586		$	5,006		$	12,698		$	10,807		$	15,284		$	15,813

Earnings per share (basic and diluted)	$	0.20		$	0.39		$	0.99		$	0.85		$	1.19		$	1.24

Shares used in computation:
Basic and diluted earnings per share - weighted-average shares		12,796			12,707			12,843			12,767			12,820			12,738

Table of Contents

6. REDEEMABLE NON-CONTROLLING INTEREST

Since October 2017, when the Company acquires a majority interest (the “Acquisition”) in a physical therapy clinic business (referred to as “Therapy Practice”), these Acquisitions occur in a series of steps which are described below.

Prior to the Acquisition, the Therapy Practice exists as a separate legal entity (the “Seller Entity”). The Seller Entity is owned by one or more individuals (the “Selling Shareholders”) most of whom are physical therapists that work in the Therapy Practice and provide physical therapy services to patients.

In conjunction with the Acquisition, the Seller Entity contributes the Therapy Practice into a newly-formed limited partnership (“NewCo”), in exchange for one hundred percent (100%) of the limited and general partnership interests in NewCo. Therefore, in this step, NewCo becomes a wholly-owned subsidiary of the Seller Entity.

The Company enters into an agreement (the “Purchase Agreement”) to acquire from the Seller Entity a majority (ranges from 50% to 90%) of the limited partnership interest and in all cases 100% of the general partnership interest in NewCo. The Company does not purchase 100% of the limited partnership interest because the Selling Shareholders, through the Seller Entity, want to maintain an ownership percentage. The consideration for the Acquisition is primarily payable in the form of cash at closing and a small, two-year note in lieu of an escrow (the “Purchase Price”). The Purchase Agreement does not contain any future earn-out or other contingent consideration that is payable to the Seller Entity or the Selling Shareholders.

The Company and the Seller Entity also execute a partnership agreement (the “Partnership Agreement”) for NewCo that sets forth the rights and obligations of the limited and general partners of NewCo. After the Acquisition, the Company is the general partner of NewCo.

As noted above, the Company does not purchase 100% of the limited partnership interests in NewCo and the Seller Entity retains a portion of the limited partnership interest in NewCo (“Seller Entity Interest”).

In most cases, some or all of the Selling Shareholders enter into an employment agreement (the “Employment Agreement”) with NewCo with an initial term that ranges from three to five years (the “Employment Term”), with automatic one-year renewals, unless employment is terminated prior to the end of the Employment Term. As a result, a Selling Shareholder becomes an employee (“Employed Selling Shareholder”) of NewCo. The employment of an Employed Selling Shareholder can be terminated by the Employed Selling Shareholder or NewCo, with or without cause, at any time. In a few situations, a Selling Shareholder does not become employed by NewCo and is not involved with NewCo following the closing; in those situations, such Selling Shareholders sell their entire ownership interest in the Seller Entity as of the closing of the Acquisition.

~~Table of Contents~~

The compensation of each Employed Selling Shareholder is specified in the Employment Agreement and is customary and commensurate with his or her responsibilities based on other employees in similar capacities within NewCo, the Company and the industry.

The Company and the Selling Shareholder (including both Employed Selling Shareholders and Selling Shareholders not employed by NewCo) execute a non-compete agreement (the “Non-Compete Agreement”) which restricts the Selling Shareholder from engaging in competing business activities for a specified period of time (the “Non-Compete Term”). A Non-Compete Agreement is executed with the Selling Shareholders in all cases. That is, even if the Selling Shareholder does not become an Employed Selling Shareholder, the Selling Shareholder is restricted from engaging in a competing business during the Non-Compete Term.

The Non-Compete Term commences as of the date of the Acquisition and expires on the later of :

Two years after the date an Employed Selling Shareholders’ employment is terminated (if the Selling Shareholder becomes an Employed Selling Shareholder) or

Five to six years from the date of the Acquisition, as defined in the Non-Compete Agreement, regardless of whether the Selling Shareholder is employed by NewCo.

10.

The Non-Compete Agreement applies to a restricted region which is defined as a 15-mile radius from the Therapy Practice. That is, an Employed Selling Shareholder is permitted to engage in competing businesses or activities outside the 15-mile radius (after such Employed Selling Shareholder no longer is employed by NewCo) and a Selling Shareholder who is not employed by NewCo immediately is permitted to engage in the competing business or activities outside the 15-mile radius.

Table of Contents

The Partnership Agreement contains provisions for the redemption of the Seller Entity Interest, either at the option of the Company (the “Call Right”) or at the option of the Seller Entity (the “Put Right”) as follows:

Put Right

In the event that any Selling Shareholder’s employment is terminated under certain circumstances prior to a specified date (the “Specified Date”), the Seller Entity thereafter may have an irrevocable right to cause the Company to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest at the purchase price described in “3” below.

In the event that any Selling Shareholder is not employed by NewCo as of the Specified Date and the Company has not exercised its Call Right with respect to the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest, Seller Entity thereafter shall have the Put Right to cause the Company to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest at the purchase price described in “3” below.

In the event that any Selling Shareholder’s employment with NewCo is terminated for any reason on or after the Specified Date, the Seller Entity shall have the Put Right, and upon the exercise of the Put Right, the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest shall be redeemed by the Company at the purchase price described in “3” below.

Call Right

If any Selling Shareholder’s employment by NewCo is terminated prior to the Specified Date, the Company thereafter shall have an irrevocable right to purchase from Seller Entity the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest, in each case at the purchase price described in “3” below.

In the event that any Selling Shareholder’s employment with NewCo is terminated for any reason on or after Specified Date, the Company shall have the Call Right, and upon the exercise of the Call Right, the Terminated Selling Shareholder’s Allocable Percentage of Seller Entity’s Interest shall be redeemed by the Company at the purchase price described in “3” below.

For the Put Right and the Call Right, the purchase price is derived from a formula based on a specified multiple of NewCo’s trailing twelve months of earnings before interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus an Allocable Percentage of any undistributed earnings of NewCo (the “Redemption Amount”). NewCo’s earnings are distributed monthly based on available cash within NewCo; therefore, the undistributed earnings amount is small, if any.

~~Table of Contents~~

The Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple of the trailing twelve-month earnings that is used in the Put Right and the Call Right noted above.

The Put Right and the Call Right do not have an expiration date, and the Seller Entity Interest is not required to be purchased by the Company or sold by the Seller Entity unless either the Put Right and the Call Right is exercised.

The Put Right and the Call Right never apply to Selling Shareholders who do not become employed by NewCo, since the Company requires that such Selling Shareholders sell their entire ownership interest in the Seller Entity at the closing of the Acquisition.

An Employed Selling Shareholder’s ownership of his or her equity interest in the Seller Entity predates the Acquisition and the Company’s purchase of its partnership interest in NewCo. The Employment Agreement and the Non-Compete Agreement do not contain any provision to escrow or “claw back” the equity interest in the Seller Entity held by such Employed Selling Shareholder, nor the Seller Entity Interest in NewCo, in the event of a breach of the employment or non-compete terms. More specifically, even if the Employed Selling Shareholder is terminated for “cause” by NewCo, such Employed Selling Shareholder does not forfeit his or her right to his or her full equity interest in the Seller Entity and the Seller Entity does not forfeit its right to any portion of the Seller Entity Interest. The Company’s only recourse against the Employed Selling Shareholder for breach of either the Employment Agreement or the Non-Compete Agreement is to seek damages and other legal remedies under such agreements. There are no conditions in any of the arrangements with an Employed Selling Shareholder that would result in a forfeiture of the equity interest held in the Seller Entity or of the Seller Entity Interest.

Table of Contents

For the three and six months ended ~~March~~ June 30, 2020~~31,2020~~ ~~and for the year ended December~~ ~~31,2019,~~, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interests (in ~~thousand~~s) thousands):

	Three Months Ended			Year Ended			Three Months Ended						Six Months Ended
	March 31, 2020			December 31, 2019			June 30, 2020			June 30, 2019			June 30, 2020			June 30, 2019

Beginning balance	$	137,750		$	133,943		$	140,498		$	137,196		$	137,750		$	133,943
Operating results allocated to redeemable non-controlling interest partners		1,796			10,659			2,996			3,378			4,792			5,773
Distributions to redeemable non-controlling interest partners		(1,611	)		(10,221	)		(2,054	)		(3,641	)		(3,665	)		(5,163	)
Changes in the fair value of redeemable non-controlling interest		(2,129	)		11,893			(3,344	)		5,169			(5,473	)		9,830
Purchases of redeemable non-controlling interest		(1,852	)		(8,934	)		(1,372	)		(2,604	)		(3,224	)		(4,885	)
Acquired interest		6,471			6,230			-			-			6,471			-
Reduction of non-controlling interest due to sale of USPH partnership interest								-			(6,132	)		-			(6,132	)
Sales of redeemable non-controlling interest - temporary equity		-			3,120			564			2,870			564			2,870
Reduction of non-controlling interest due to sale of USPh partnership interest		-			(6,132	)
Notes receivable related to sales of redeemable non-controlling interest - temporary equity		-			(2,870	)		(545	)		(2,870	)		(545	)		(2,870	)
Reduction in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity		73			62
Adjustments in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity								(15	)		-			58			-
Ending balance	$	140,498		$	137,750		$	136,728		$	133,366		$	136,728		$	133,366

The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests (in thousands):

March 31, 2020 December 31, 2019

Contractual time period has lapsed but holder’s employment has not been terminated $ 67,491 $ 51,921
Contractual time period has not lapsed and holder’s employment has not been terminated 73,007 85,829
Holder’s employment has terminated and contractual time period has expired - -
Holder’s employment has terminated and contractual time period has not expired - -
$ 140,498 $ 137,750

	June 30, 2020		June 30, 2019

Contractual time period has lapsed but holder's employment has not been terminated	$	72,815	$	52,937
Contractual time period has not lapsed and holder's employment has not been terminated		63,913		80,429
Holder's employment has terminated and contractual time period has expired		-		-
Holder's employment has terminated and contractual time period has not expired		-		-
	$	136,728	$	133,366

~~Table of Contents~~

6.7. GOODWILL

The changes in the carrying amount of goodwill consisted of the following (in thousands):

	Three Months Ended			Year Ended			Six Months Ended			Year Ended
	March 31, 2020			December 31, 2019			June 30, 2020			December 31, 2019

Beginning balance	$	317,676		$	293,525		$	317,676		$	293,525
Goodwill acquired		13,632			31,330			13,845			31,330
Goodwill related to partnership interest sold		-			(7,325	)		-			(7,325	)
Goodwill write-off related to closed clinics		(1,859	)		-			(1,859	)		-
Goodwill adjustments for purchase price allocation of businesses acquired in prior year		1,320			146			1,232			146
Ending balance	$	330,769		$	317,676		$	330,894		$	317,676

The derecognition (write-off) ofof goodwill in the amount of $1.9 million was related to certain clinics that have been permanently closed.

7.8. INTANGIBLE ASSETS, NET

Intangible assets, net as of ~~March 31,~~June 30, 2020 and December 31, 2019 consisted of the following (in thousands):

March 31, 2020 December 31, 2019
Tradenames $ 33,549 $ 32,049
Referral relationships, net of accumulated amortization of $12,290 and $11,677, respectively 19,354 18,367
Non-compete agreements, net of accumulated amortization of $5,601 and $5,424, respectively 2,745 2,172
$ 55,648 $ 52,588

	June 30, 2020		December 31, 2019
Tradenames	$	31,490	$	32,049
Referral relationships, net of accumulated amortization of $13,126 and $11,677, respectively		21,517		18,367
Non-compete agreements, net of accumulated amortization of $5,687 and $5,424, respectively		1,888		2,172
	$	54,895	$	52,588

Tradenames, referral relationships and non-compete agreements are related to the businesses acquired. The value assigned to tradenames has an indefinite life and is tested at least annually for impairment using the relief from royalty method in conjunction with the Company’s annual goodwill impairment test. The value assigned to referral relationships is being amortized over their respective estimated useful lives which range from six to sixteen years. Non-compete agreements are amortized over the respective term of the agreements which range from five to six years.

Table of Contents

The following table details the amount of amortization expense recorded for intangible assets for the three months and six months ended ~~March 31,~~June 30, 2020 and 2019 (in thousands):

	Three Months Ended		Three Months Ended		Three Months Ended				Six Months Ended
	March 31, 2020		March 31, 2019		June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
Referral relationships	$	613	$	533	$	836	$	581	$	1,449	$	1,114
Non-compete agreements		177		169		87		169		264		338
	$	790	$	702	$	923	$	750	$	1,713	$	1,452

Based on the balance of referral relationships and non-compete agreements as of ~~March~~ ~~31,~~June 30, 2020, the expected amount to be amortized in 2020 and thereafter by year is as follows (in ~~thousand~~s) thousands):

Referral Relationships Non-Compete Agreements
Years Annual Amount Years Annual Amount
Ending December 31, Ending December 31,
2020 (excluding the three months ended March 31, 2020) $ 1,911 2020 (excluding the three months ended March 31, 2020) $ 545
2021 $ 2,549 2021 $ 665
2022 $ 2,500 2022 $ 489
2023 $ 2,393 2023 $ 419
2024 $ 2,228 2024 $ 363
Thereafter $ 7,773 Thereafter $ 264

Referral Relationships			Non-Compete Agreements
Years		Annual Amount	Years		Annual Amount
Ending December 31,			Ending December 31,
2020 (excluding the six months ended June 30, 2020)	$	1,369	2020 (excluding the six months ended June 30, 2020)	$	300
2021	$	2,737	2021	$	552
2022	$	2,689	2022	$	375
2023	$	2,581	2023	$	305
2024	$	2,417	2024	$	250
Thereafter	$	9,724	Thereafter	$	193

~~Table of Contents~~

8.9. ACCRUED EXPENSES

Accrued expenses as of ~~March 31,~~June 30, 2020 and December 31, 2019 consisted of the following (in thousands):

	March 31, 2020		December 31, 2019		June 30, 2020		December 31, 2019
Salaries and related costs	$	19,230	$	19,340	$	16,809	$	19,340
Credit balances due to patients and payors		5,115		4,303		6,871		4,303
Group health insurance claims		2,499		2,277		2,180		2,277
Dividends payable		4,110		-
Closure costs		1,843		-		1,987		116
Federal income taxes payable		1,891		-		4,637		-
MAAPP funds payable						12,861		-
Deferred employer payroll taxes - CARES ACT						2,155		-
Other		5,957		4,935		3,825		4,819
Total	$	40,645	$	30,855	$	51,325	$	30,855

~~Closure costs~~ ~~relating~~In response to the COVID-19 pandemic, the federal government approved the CARES Act. The CARES Act allowed for qualified healthcare providers to receive advanced payments under the existing Medicare Accelerated and Advance Payments Program (“MAAPP funds”) during the COVID-19 pandemic. Under this program, healthcare providers could choose to receive advanced payments for future Medicare services provided. The Company applied for and received approval from22 ~~clinics closed~~Centers for Medicare & Medicaid Services (“CMS”) in ~~late March, included~~April 2020. The Company recorded these payments as a liability until all performance obligations have been met as the payments were made on behalf of patients before services were provided. Currently, MAAPP funds received will be applied to future Medicare billings commencing in August 2020, with all such remaining amounts required to be repaid by November 2020. Beginning November 2020, any unpaid balance will begin accruing interest. Failure to repay the ~~consolidated statement of income,~~advanced payments when due will result in interest charges on the outstanding balance owed.

Closure costs consist primarily of remaining lease ~~commitments (included in accrued liabilities above)and the write-off~~commitments.

Table of ~~leasehold improvements for those clinics closed in the~~ ~~three~~ ~~months ended March~~ ~~31,2020.~~Contents

9.10. NOTES PAYABLE AND AMENDED CREDIT AGREEMENT

Amounts outstanding under the Amended Credit Agreement (as defined below) and notes payable as of ~~March 31,~~June 30, 2020 and December 31, 2019 consisted of the following (in thousands):

	March 31, 2020			December 31, 2019			June 30, 2020			December 31, 2019
Credit Agreement average effective interest rate of 2.4% inclusive of unused fee	$	114,000		$	46,000
Various notes payable with $728 plus accrued interest due in the next year, interest accrues in the range of 4.75% through 5.50% per annum		5,330			5,089
Credit Agreement average effective interest rate of 2.3% inclusive of unused fee							$	33,000		$	46,000
Various notes payable with $4,635 plus accrued interest due in the next year, interest accrues in the range of 3.25% through 5.50% per annum								5,320			5,089
	$	119,330		$	51,089		$	38,320		$	51,089
Less current portion		(728	)		(728	)		(4,635	)		(728	)
Long term portion	$	118,602		$	50,361		$	33,685		$	50,361

Effective December 5, 2013, the Company entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility. This agreement was amended in August 2015, January 2016, March 2017 and November 2017 (hereafter referred to as “Amended Credit Agreement”). The Amended Credit Agreement is unsecured and has loan covenants, including requirements that the Company comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Proceeds from the Amended Credit Agreement may be used for working capital, acquisitions, purchases of the Company’s common stock, dividend payments to the Company’s common stockholders, capital expenditures and other corporate purposes. The pricing grid which is based on the Company’s consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.25% to 2.0% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Amended Credit Agreement include an unused commitment fee ranging from 0.25% to 0.3% depending on the Company’s consolidated leverage ratio and the amount of funds outstanding under the Amended Credit Agreement.

The January 2016 amendment to the Amended Credit Agreement increased the cash and noncash consideration that the Company could pay with respect to acquisitions permitted under the Amended Credit Agreement to $50.0 million for any fiscal year, and increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $10.0 million in any fiscal year. The March 2017 amendment, among other items, increased the amount the Company may pay in cash dividends to its shareholders in an aggregate amount not to exceed $15.0 million in any fiscal year. The November 2017 amendment, among other items, adjusted the pricing grid as described above, increased the aggregate amount the Company may pay in cash dividends to its shareholders to an amount not to exceed $20.0 million and extended the maturity date to November 30, 2021.

On ~~March~~June ~~31,~~30, 2020, $~~114.0~~33.0 million was outstanding on the Amended Credit Agreement resulting in $~~11.0~~92.0 million of availability. As of ~~the date of this report, the Company has drawn all funds available, therefore, the outstanding amount is~~ ~~$125 million~~.

~~Table of Contents~~

~~As of March 31,~~June 30, 2020, the Company was in compliance with all of the covenants contained in the ~~credit agreement.~~Amended Credit Agreement. Given the uncertainty inherent in operating results due to the COVID-19 pandemic, the Company continues to closely monitor covenant compliance. The Company ~~cannot be certain that it~~ will ~~be in compliance with covenants at the end of second quarter of 2020. The Company is~~engage as required in discussions with its lender regarding an amendment to the facility so as to maintain compliance with all covenants. ~~The Company anticipates an amendment will be in place by the end of the second quarter of 2020.~~

The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchases of non-controlling interests. In conjunction with the acquisitions on February 27, 2020, the Company entered into a note payable in the amount of $300,000 payable in February 2022 plus accrued interest. During the quarter ended June 30, 2020, the Company entered into various notes payable as a means of financing a portion of its acquisition of partner’s non-controlling interest in the amount of $0.2 million. Interest accrues at the rate of 4.75% per annum. In conjunction with the 2019 acquisitions, the Company entered into notes payable in the aggregate amount of $~~4.6~~4.8 million of which an aggregate principal payment of $4.6 million is due in 2021 and $0.2 million is due in ~~2020~~ ~~and~~ ~~$4.3 million~~ ~~is due in~~ ~~2021.~~2022. Interest accrues in the range of ~~4.75%~~3.25% to 5.50% per annum and is payable with each principal installment.

Table of Contents

Subsequent aggregate annual payments of principal required pursuant to the Amended Credit Agreement and outstanding notes payable at ~~March 31,~~June 30, 2020 are as follows (in thousands):

During the twelve months ended March 31, 2021 $ 728
During the twelve months ended March 31, 2022 118,602
$ 119,330

During the twelve months ended June 30, 2021	$	4,635
During the twelve months ended June 30, 2022		33,642
During the twelve months ended June 30, 2023		43
	$	38,320

The ~~revolving credit~~outstanding amounts under the Amended Credit Agreement facility (balance at ~~March 31,~~June 30, 2020 of ~~$114.0~~ $33.0 million) ~~matures~~mature on November 30, 2021.

~~10.~~11. LEASES

The Company has operating leases for its corporate offices and operating facilities. The Company determines if an arrangement is a lease at the inception of a contract. Effective January 1, 2019, right-of-use assets and operating lease liabilities are included in its consolidated balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent net present value of the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at commencement date based on the net present value of the fixed lease payments over the lease term. The Company’s operating lease terms are generally five years or less. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating fixed lease expense is recognized on a straight-line basis over the lease term.

In accordance with ASC 842, the Company records on its consolidated balance sheet leases with a term greater than 12 months. The Company has elected, in compliance with current accounting standards, not to record leases with an initial terms of 12 months or less in the consolidated balance sheet. ASC 842 requires the separation of the fixed lease components from the variable lease components. The Company has elected the practical expedient to account for separate lease components of a contract as a single lease cost thus causing all fixed payments to be capitalized. Non-lease and variable cost components are not included in the measurement of the right-of-use assets or operating lease liabilities. The Company also elected the package of practical expedients permitted within ASC 842, which among other things, allows the Company to carry forward historical lease classification. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage are not included in the right-of- use assets or operating lease liabilities. These are expensed as incurred and recorded as variable lease expense.

~~The~~For the three months and six months ended June 30, 2020, the components of lease expense were as follows (in thousands):

					Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		2020		2019		2020		2019
Operating lease cost	$	7,812	$	7,587	$	7,815	$	7,708	$	15,627	$	15,295
Short-term lease cost		294		371		215		297		509		668
Variable lease cost		1,532		1,581		1,514		1,547		3,046		3,128
Total lease cost *	$	9,638	$	9,539	$	9,544	$	9,552	$	19,182	$	19,091

* Sublease income was immaterial

~~Table of Contents~~

Lease cost is reflected in the consolidated statement of net income in the line item – rent, supplies, contract labor and other.

Supplemental information related to leases was as follows (in thousands):

					Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended March 31, 2020		Three Months Ended March 31, 2019		2020		2019		2020		2019

Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$	7,790	$	7,706	$	6,555	$	7,686	$	14,345	$	15,392

Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) *	$	11,540	$	89,885	$	7,535	$	8,629	$	19,075	$	98,514

* Includes the right-of-use assets obtained in exchange for lease liabilities of ~~$82.6~~$82.6 million which were recognized upon adoption of ASC Topic 842 at January 1,2019.

Table of Contents

The aggregate future lease payments for operating leases as of ~~March 31,~~June 30, 2020 were as follows (in thousands):

Fiscal Year	Amount		Amount
2020 (excluding the three months ended March 31, 2020)	$	22,273
2020 (excluding the six months ended June 30, 2020)			$	15,568
2021		24,801		26,363
2022		18,922		20,565
2023		13,514		14,968
2024		8,298		9,439
2025 and therafter		9,318		10,288
Total lease payments	$	97,126	$	97,191
Less: imputed interest		7,723		6,359
Total operating lease liabilities	$	89,403	$	90,832

Average lease terms and discount rates were as follows:

	Three Months Ended March 31, 2020			Three Months Ended March 31, 2019			Three Months Ended June 30, 2020			Six Months Ended June 30, 2020
Weighted-average remaining lease term - Operating leases	4.25 Years			3.7 Years			4.21 Years			4.21 Years

Weighted-average discount rate - Operating leases		3.9	%		3.8	%		3.2	%		3.2	%

~~11.~~12. SEGMENT INFORMATION

The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. Included in the physical therapy operations segment are revenues from management contract services and other services which include services the Company provides on-site, such as schools for athletic trainers.

The Company evaluates performance of the segments based on gross profit. The Company has provided additional information regarding its reportable segments, which contributes to the understanding of the Company and provides useful information.

The following table summarizes selected financial data for the Company’s reportable segments. Prior year results presented herein have been changed to conform to the current presentation.

	Three Months Ended				Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
	(in thousands)				(in thousands)
Net operating revenues:
Physical therapy operations	$	74,199	$	116,085	$	177,040	$	225,416
Industrial injury prevention services		9,658		10,288		19,534		17,188
Total Company	$	83,857	$	126,373	$	196,574	$	242,604

Gross profit:
Physical therapy operations (excluding closure costs)	$	16,199	$	28,433	$	33,978	$	53,610
Industrial injury prevention services		3,179		3,005		4,843		4,542
	$	19,378	$	31,438	$	38,821	$	58,152
Physical therapy operations - closure costs		94		13		3,846		9
Gross profit	$	19,284	$	31,425	$	34,975	$	58,143

Total assets:
Physical therapy operations					$	534,238	$	512,657
Industrial injury prevention services						50,780		48,188
Total Company					$	585,018	$	560,845

Table of Contents

13. COMMON STOCK

From September 2001 through December 31, 2008, the Board authorized the Company to purchase, in the open market or in privately negotiated transactions, up to 2,250,000 shares of the Company’s common stock. In March 2009, the Board authorized the repurchase of up to 10% or approximately 1,200,000 shares of its common stock (“March 2009 Authorization”). The Amended Credit Agreement permits share repurchases of up to $15,000,000, subject to compliance with covenants. The Company is required to retire shares purchased under the March 2009 Authorization.

Under the March 2009 Authorization, the Company has purchased a total of 859,499 shares. There is 0no expiration date for the share repurchase program. There are currently an additional estimated ~~217,391~~185,139 shares (based on the closing price of ~~$69.00~~$81.02 on ~~March 31,~~June 30, 2020) that may be purchased from time to time in the open market or private transactions depending on price, availability and the Company’s cash position. The Company did ~~not~~0t purchase any shares of its common stock during the ~~three~~six months ended ~~March 31,~~June 30, 2020.

2729

Table of Contents

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following is a discussion of our historical consolidated financial condition and results of operations, and should be read in conjunction with (i) our historical consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q; (ii) our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2020 (“2019 Annual Report”); and (iii) our management’s discussion and analysis of financial condition and results of operations included in our 2019 Annual Report. This discussion includes forward-looking statements that are subject to risk and uncertainties. Actual results may differ substantially from the statements we make in this section due to a number of factors that are discussed in “Forward-Looking Statements” herein and in Part II, Item 1A. Risk Factors of this report.

References to “we,” “us,” “our” and the “Company” shall mean U.S. Physical Therapy, Inc. and its subsidiaries.

EXECUTIVE SUMMARY

Our Business

We operate outpatient physical therapy clinics that provide pre- and post-operative care and treatment for a variety of orthopedic-related disorders and sports-related injuries, neurologically-related injuries and rehabilitation of injured workers. We also operate an industrial injury prevention services business which include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments services.

Business Update Related to COVID-19

~~The total repercussions~~As previously disclosed in a series of filings with the ~~coronavirus disease 2019 (“COVID-19”) pandemic~~SEC and further described in detail in its Quarterly Report on the results of our operations and overall financial performance remain uncertain. We have provided certain performance metrics that will assist our readers in understanding how the COVID-19 pandemic affected our business during the one month ended March 31,2020, including our 1) net revenues for the two months ended February 29, 2020 and February 28, 2019 (excluding net revenues for the clinics sold in the partnership in June), 2) net revenues for the one month ended March 31, 2020 and March 31, 2019 (excluding net revenues for the clinics sold in the partnership in June), 3) net revenues for the three months ended March 31, 2020 and March 31, 2019, and 4) certain operating data for the previously mentioned periods. Please refer to our risk factors discussed in Part II, Item 1A, “Risk Factors” of this Form 10-Q ~~and as previously reported in~~for the ~~2019 Annual Report for more information.~~

Beginning in mid-March, hospitals and other medical facilities began to halt elective and non-essential surgeries. Additionally, state governments in areas with significant growth of COVID-19 infections implemented mandatory closures of non-essential and non-life sustaining businesses, executed stay-at-home orders, imposed restrictions on travel and closed schools. These actions continued to develop and towards the end of March, most states had significant restrictions on businesses and individuals. The suspension of elective surgeries, decrease in physician office visits and recommendations of social distancing along with the aforementioned limitations had an adverse impact on our volume of patient visits. Due to these impacts and measures, we have experienced significant and unpredictable reductions and cancellations of our patient visits.

~~We have provided below certain performance benchmarks and measures to help explain the adverse impact of COVID-19 on our Operating Results (as defined below). For the first~~ quarter ended March 31, 2020 wefiled with the SEC on May 21, 2020, the our results have defined the pre-COVID-19 period as the two months ended February 29, 2020 and the post-COVID-19 period as the one month ended March 31, 2020. The following performance measures and operating data excludesbeen negatively impacted by the effects of the ~~clinics~~COVID-19 pandemic. Management has taken a number of steps to reduce costs, stem operating losses incurred in ~~the partnership sold in June 2019~~March and ~~should be evaluated in conjunction~~April and increase profits subsequently. In March, with the ~~Operating Results for~~onset of the ~~entire quarters ended March 31, 2020~~COVID-19 pandemic, we began to furlough or terminate approximately 40% of its 5,500 full and ~~2019. The performance measures and operating data presented for~~part-time workforce. Since early May, over 750 of the ~~two months ended February 29, 2020 and one month ended March 31, 2020 are, when combined, equal~~furloughed employees have returned to work on a full or part-time basis. As of the ~~performance measures and operating data presented for the full quarter ended March 31, 2020.~~

~~Table~~filing of ~~Contents~~

Two months ended February 29, One month ended March 31, Three months ended March 31,
2020 2019 % Change 2020 2019 % Change 2020 2019 % Change
Selected Financial Data:
Net revenues (in thousands) - reported $ 78,193 $ 75,901 3.0 % $ 34,524 $ 40,330 -14.4 % $ 112,717 $ 116,231 -3.0 %
Net revenues (in thousands) - without sold clinics $ 78,193 $ 72,232 8.3 % $ 34,524 $ 38,314 -9.9 % $ 112,717 $ 110,546 2.0 %

Operating Statistics (without sold clinics):
Number of clinics, at the end of period 587 561 567 559 567 559
Working Days 42 42 22 21 64 63
Average visits per day per clinic 27.7 26.5 22.7 27.9 26.2 27.0
Total patient visits 676,328 623,943 294,695 328,288 971,023 952,231
Net patient revenue per visit $ 103.06 $ 105.89 $ 103.22 $ 106.29 $ 103.11 $ 106.02

Wethis quarterly report, we continue to experience ~~significantly~~ lower physical therapy ~~revenue than normal and in the near term expects to incur losses. Our~~revenues; however we have seen recent improvement. The Company’s physical therapy daily patient volumes in April declined to as low as 45% of normal. ~~In a number~~For the month of ~~our markets, patient volume is increasing albeit at a slow pace. We are currently at approximately slightly above 60%~~April recent average visits per day per clinic were 16.4, in May that increased to 18.6 and in June rose to an average of normal patient volume but that varies significantly by region. As of May 20, 2020, we have 69 clinics that are closed as a result of this pandemic; 34 of these clinics are anticipated to be closed only temporarily. At least 35 clinics likely will not reopen, of which 22 of those were closed in late March.21.8 visits per day per clinic. Our industrial injury prevention business has ~~also experienced a reduction in business, although not as significant as experienced~~been less effected by ~~our~~the pandemic and is currently running at approximately 90% of normal. Management estimates that the physical therapy ~~operations. We have taken a number~~visits in the month of ~~steps~~July 2020, reached 80% to mitigate operating losses primarily through furloughs and salary cuts and to a lesser extent through terminations. To date, we have furloughed or terminated more than 2,150 employees (1,400 furloughs and 750 terminations), comprising approximately 40%85% of the employees across the Company. In the corporate office, across-the-board employee salary reductions have been implemented from 20% to 25%, as well as a 35% to 40% salary reductions for executives, and a 50% reduction in fees paid to our Board of Directors. A number of our clinic partnerships have made salary reductions as well. We estimate that these workforce and pay reductions would equate to annualized savings of approximately $87 million. The Company continues to (i) deploy a telehealth and e-visit solutions to perform services remotely, (ii) renegotiate leases, (iii) slow development of new clinics, (iv) delay potential acquisitions and (v) reduce other expenses. Given the rapid and evolving nature of COVID-19, our revenue will be negatively affected, and it is uncertain how COVID-19 will affect operations generally if these impacts continue to persist for an extended period of time. Any of these aforementioned impacts would have a significant adverse effect on our business, financial condition and results of operations, and at this point, the extent of the impact of COVID-19 remains uncertain.pre-COVID-19 volume.

Selected Operating and Financial Data

At ~~March 31,~~June 30, 2020, we operated ~~567~~554 clinics (of which 8 are not currently seeing patients) in 39 states. In addition to our ownership and operation of outpatient physical therapy clinics, we also manage physical therapy facilities for third parties, such as physicians and hospitals, with 3029 such third-party facilities under management as of ~~March 31,~~June 30, 2020.

Our reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. Our physical operations consist of physical therapy and occupational therapy clinics that provide pre-and post-operative care and treatment for orthopedic related disorders, sports-related injuries, preventive care, rehabilitation of injured workers and neurological injuries. Services provided by industrial injury prevention services segment include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments. The majority of these services are contracted with and paid for directly by employers, including a number of Fortune 500 companies. Other clients include large insurers and their contractors. We perform these services through Industrial Sports Medicine Professionals, consisting of both physical therapists and highly specialized certified athletic trainers (ATCs).

Table of Contents

In March 2017, we acquired a 55% interest in an initial industrial injury prevention business. On April 30, 2018, we made a second acquisition and subsequently combined the two businesses. After the combination, we owned a 59.45% interest in the combined business, Briotix Health, Limited Partnership (“Briotix Health”). Services provided include onsite injury and ergonomic assessments. The majority of these services are contracted with and paid for directly by employers, including a number of Fortune 500 companies. Other clients include large insurers and their contractors. We perform these services through Industrial Sports Medicine Professionals, consisting of both physical therapists and specialized certified athletic trainers (ATCs). On April 11, 2019, we acquired a third company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network in 45 states including onsite at eleven client locations. The acquired business was then combined with Briotix Health increasing our ownership position in the partnership to approximately 76.0%.

Services provided include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments. The majority of these services are contracted with and paid for directly by employers, including a number of Fortune 500 companies. Other clients include large insurers and their contractors. We perform these services through Industrial Sports Medicine Professionals, consisting of both physical therapists and highly specialized certified athletic trainers (ATCs).

~~Table of Contents~~

On February 27, 2020, we acquired interests in a four-clinic physical therapy practice. The four clinics are in four separate partnerships. Our interests in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The purchase price was $11.9 million, of which $11.6 million was paid in cash and a $0.3 million seller note. The note accrues interest at 4.75% per annum and the principal and interest is payable on February 2022.

On September 30, 2019, we acquired a 67% interest in eleven-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million of which $12.1 million was paid in cash and $0.3 million in a seller note that is payable in two principal installments totaling $150,000 each, plus accrued interest in September 2020 and September 2021. The note accrues interest at 5.0% per annum.

During the six months ended June 30, 2020, we sold 11 previously closed clinics. The aggregate sales price was $1.1 million, of which $0.7 million was paid in cash and $0.4 million in a note receivable payable in two equal installments of principal and any accrued interest on June 15, 2021 and 2022.

RESULTS OF OPERATIONS

Three Months Ended ~~March 31,~~June 30, 2020 Compared to the Three Months Ended ~~March 31,~~June 30, 2019

For the second quarter ended June 30, 2020 ~~First Quarter,~~(“2020 Second Quarter”), our Operating Results (as defined below) ~~were $3.9~~was $10.9 million, or ~~$0.30~~$0.85 per diluted share, inclusive of relief funds received from the Public Health and Social Services Emergency Fund as part of the CARES Act (“Relief Funds”), as compared to ~~$8.4~~$10.3 million, or ~~$0.66~~$0.81 per diluted share, ~~for the first~~in quarter ended ~~March 31,~~June 30, 2019 (“2019 ~~First~~Second Quarter”). For the 2020 Second Quarter, our Operating Results was $5.0 million, or $0.39 per diluted share, without the Relief Funds. Operating Results, a non-GAAP measure, equals net income attributable to our shareholders per the consolidated statement of net income plus charges incurred for ~~CFO search and~~ closure costs ~~both~~less gain on sale of partnership interest and clinics and Relief Funds, all net of tax. The earnings per share from Operating Results also excludes the impact of the revaluation of redeemable non-controlling interest.

For the 2020 ~~First~~Second Quarter, our net income attributable to ~~our~~its shareholders, in accordance with GAAP, was ~~$1.0~~$10.3 million as compared to ~~$8.4~~$14.6 million for the ~~2019 First Quarter.~~comparable period of 2019. Inclusive of the credit or charge for the revaluation of non-controlling interest, net of tax, used to compute diluted earnings per share, in accordance with GAAP, in the 2020 ~~First~~Second Quarter, the amount is ~~$2.6~~$12.7 million, or ~~$0.20~~$0.99 per share, as compared to ~~$5.0~~$10.8 million, or ~~$0.39~~$0.85 per ~~share.~~share in the 2019 Second Quarter. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is not included in net income but charged or credited directly to retained earnings; however, the charge or credit for this change is included in the earnings per basic and diluted share calculation. ~~See above for a discussion~~

Table of ~~the effects of COVID-19 pandemic on our operations.~~Contents

The following table provides details of the diluted earnings per share computation and reconciles net income attributable to our shareholders calculated in accordance with GAAP to Operating Results. Management believes providing Operating Results to investors is useful information for comparing our period-to-period results. Operating Results, a non-GAAP measure, equals net income attributable to our shareholders per the consolidated statement of net income plus charges incurred for ~~our CFO search and~~ closure costs ~~both~~less gain on sale of partnership interest and clinics and Relief Funds, all net of tax. The earnings per share from Operating Results also excludes the impact of the revaluation of redeemable non-controlling interest. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is included in the earnings per basic and diluted share calculation, although it is not included in net income but charged directly to retained earnings. Management uses Operating Results, which eliminates certain items described above that can be subject to volatility and unusual costs, as one of the principal measures to evaluate and monitor financial performance period over period. Management believes that Operating Results is useful information for investors to use in comparing our period-to-period results as well as for comparing with other similar businesses since most do not have redeemable non-controlling interest instruments and therefore have different liability and equity structures.

Operating Results is not a measure of financial performance under GAAP. Operating Results should not be considered in isolation or as an alternative to, or substitute for, net income attributable to our shareholders presented in the consolidated financial statements.

3032

Table of Contents

	Three Months Ended March 31,						Three Months Ended June 30,
	2020			2019			2020			2019
Computation of earnings per share - USPH shareholders:
Net income attributable to USPH shareholders	$	1,016		$	8,443		$	10,232		$	14,620
Credit (charges) to retained earnings:
Revaluation of redeemable non-controlling interest		2,129			(4,661	)		3,344			(5,169	)
Tax effect at statutory rate (federal and state) of 26.25%		(559	)		1,224			(878	)		1,356
	$	2,586		$	5,006		$	12,698		$	10,807

Earnings per share (basic and diluted)	$	0.20		$	0.39		$	0.99		$	0.85

Adjustments:
Charges incurred for CFO search		133			-			-			-
Closure costs		3,752			-			94			-
Gain on sale of partnership interest and clinics								(1,073	)		(5,823	)
Receipts from the CARES Act Provider Relief Fund ("Relief Fund")								(7,958	)		-
Allocation to non-controlling interest								1,900			-
Revaluation of redeemable non-controlling interest		(2,129	)		4,661			(3,344	)		5,169
Tax effect at statutory rate (federal and state) of 26.25%		(461	)		(1,224	)		2,725			172
Operating Results	$	3,881		$	8,443
Operating Results (without receipts from Relief Fund)							$	5,042		$	10,325

Basic and diluted Operating Results per share	$	0.30		$	0.66
Receipts from Relief Fund								7,958			-
Tax effect at statutory rate (federal and state) of 26.25%								(2,089	)		-
Operating Results (including receipts from Relief Fund)							$	10,911		$	10,325

Basic and diluted Operating Results (without receipts from Relief Fund) per share							$	0.39		$	0.81
Basic and diluted Operating Results (including receipts from Relief Fund) per share							$	0.85		$	0.81

Shares used in computation - basic and diluted		12,796			12,707			12,843			12,767

Table of Contents

The following table summarizes financial data by segment for the periods indicated and reconciles the data to our consolidated financial statements:

	Three Months Ended
	June 30, 2020		June 30, 2019
	(in thousands)
Net operating revenues:
Physical therapy operations	$	74,199	$	116,085
Industrial injury prevention services		9,658		10,288
Total Company	$	83,857	$	126,373

Gross profit:
Physical therapy operations (excluding closure costs)	$	16,199	$	28,433
Industrial injury prevention services		3,179		3,005
	$	19,378	$	31,438
Physical therapy operations - closure costs		94		13
Gross profit	$	19,284	$	31,425

Revenues

~~Excluding~~Reported net revenues in the ~~loss of revenues from~~2020 Second Quarter was $83.9 million as compared to $126.4 million in the 2019 Second Quarter. Adjusted for the clinics ~~within the partnership~~ sold in ~~June of~~ 2019 (“and 2020, net patient revenues were $83.7 million ($83.9 million less $0.2 million related to sold ~~clinics”) of $5.7~~clinics) in the 2020 Second Quarter compared to $118.8 million ~~for~~($126.4 million less $7.6 million related to sold clinics) in the 2019 ~~First Quarter, net revenues for the 2020 First Quarter of $112.7 million increased 2.0% from adjusted~~Second Quarter. The remaining reduction in revenue of ~~$110.5~~$35.1 million ~~($116.2 million less the $5.7 million) in 2019 First Quarter despite~~is due to the adverse effects ~~beginning in mid-March,~~ of the COVID-19 ~~pandemic on the Company’s clinics.~~pandemic. Please see table below.

	Three Months Ended
	June 30, 2020			June 30, 2019
	(in thousands)
Reported net revenues	$	83,857		$	126,373
2019 sold clinics		-			(6,552	)
2020 sold clinics		(112	)		(1,039	)
	$	83,745		$	118,782

Net patient revenues from physical therapy operations ~~decreased $6.5 million, or 6.1%, to $100.1~~were approximately $72.3 million in the 2020 ~~First~~Second Quarter ~~from $106.7~~and $113.4 million in the 2019 ~~First Quarter primarily due to the $5.7 million of lost revenue from sold clinics and the adverse effects of COVID-19. Total~~Second Quarter. Included in net patient ~~visits were 971,000 in~~revenues for the 2020 ~~First~~Second Quarter ~~and 1,001,510~~was $5.0 million related to clinics opened or acquired after June 30, 2019 (“New Clinics”). Included in net patient revenues for the 2019 ~~First~~Second Quarter ~~(inclusive of 49,300 for~~was $7.8 million related to clinics sold in the six months ended June 30, 2019 and 2020. During the 2019 Second Quarter, the Company sold ~~clinics).~~ its interest in a partnership that included 30 clinics and during the 2020 Second Quarter, the Company sold its interest in eleven closed clinics.

The average net patient revenue per visit was ~~$103.11~~$106.97 for the 2020 ~~First~~Second Quarter and ~~$106.49~~$107.16 for the 2019 ~~First~~Second Quarter. ~~Excluding~~Total patient visits were 675,700 in the ~~49,300 visits, the net revenue per visit was $106.02~~2020 Second Quarter and 1,058,000 for the 2019 ~~First~~Second Quarter. OfAdjusted for the ~~$0.8 million ($6.5 million less $5.7 million) decrease~~clinics sold in net patient revenues, $5.4 million related to a decrease in business of clinics opened or acquired prior to April 1, 2019 (“Mature Clinics”) and was offset by $4.6 million related to clinics opened or acquired after March 31, 2019 (“New Clinics”). Revenue from physical therapy management contracts was $2.1 million for both 2020 and 2019, ~~first quarters.~~

~~Revenue from the industrial injury prevention business increased 43.1% to $9.9 million~~total patient visits were 674,600 in the 2020 ~~First~~Second Quarter ~~compared to $6.9 million in~~and 992,200 for the 2019 ~~First Quarter due to internal growth and an acquisition~~Second Quarter. The reduction in ~~the second quarter of 2019. Management estimates that the industrial injury prevention business lost approximately $126,000 in revenue and contribution margin~~adjusted total patient visits is due to the ~~pandemic.~~

~~Other miscellaneous revenue was $0.6 million in~~adverse effects of the ~~2020 First Quarter and $0.5 million in the 2019 First Quarter.~~

COVID-19 pandemic. Net patient revenues are based on established billing rates less allowances for patients covered by contractual programs and workers’ compensation. Net patient revenues are determined after contractual and other adjustments relating to patient discounts from certain payors. Payments received under contractual programs and workers’ compensation are based on predetermined rates and are generally less than the established billing rates.

3134

Table of Contents

Also included in physical therapy operations was revenue from physical therapy management contracts which was $1.6 million for the 2020 Second Quarter and $2.2 million in 2019 Second Quarter. Other miscellaneous revenue from physical therapy operations was $0.3 million in the 2020 Second Quarter and $0.5 million in the 2019 Second Quarter. Other miscellaneous revenue include physical therapy services, including athletic trainers, provided on-site such as for schools.

Revenue from the industrial injury prevention services business decreased 6.1% to $9.7 million in the 2020 Second Quarter compared to $10.3 million in the 2019 Second Quarter. The reduction is primarily attributable to the adverse effects of the COVID-19 pandemic. Currently, the industrial injury prevention services business is running at slightly over 90% of normal.

Operating Costs

Total operating costs, excluding closure costs, were ~~$93.3~~$64.5 million in the 2020 ~~First~~Second Quarter, or ~~82.7%~~76.9% of net revenues, as compared to ~~$89.5~~$94.9 million in the 2019 ~~First~~Second Quarter, or ~~77.0%~~75.1% of net revenues. ~~The $3.8~~Total operating costs for the physical therapy operations, excluding closure costs, were $58.0 million ~~increase was attributable~~in the 2020 Second Quarter, or 78.2% of physical therapy operations revenues, as compared to ~~$5.2~~$87.7 million in the 2019 Second Quarter, or 75.5% of physical therapy operations revenues. Included in operating costs for the physical therapy operations for the 2020 Second Quarter was $3.8 million related to New Clinics, ~~and~~of which $2.6 million related to the ~~industrial injury prevention business, primarily~~clinics acquired in September 2019 and February 2020. Adjusted for the operating costs for clinics related to the ~~acquisition, offset~~partnership interest sold in 2019 and 2020 of $6.6 million in 2019 Second Quarter and $0.5 million in 2020 Second Quarter, operating costs for clinic opened or acquired prior to July 1, 2019 (“Mature Clinics”) decreased by ~~a decrease of $4.0~~$26.5 million in the 2020 Second Quarter compared to the 2019 Second Quarter. Operating costs, included in physical therapy operations, related to ~~Mature Clinics.~~management contracts decreased by $0.7 million. Closure costs of ~~$3.8~~$0.1 million include estimates of remaining lease obligations ~~write-off of goodwill~~ and other ~~costs. The Company will incur additional closure~~ costs offset by settlement of certain lease commitments recorded in the ~~second~~first quarter of ~~2020.~~2019 due to closed clinics.

Total operating costs for the industrial injury prevention services business, were $6.5 million in the 2020 Second Quarter, or 67.1% of industrial injury prevention services revenues, as compared to $7.3 million in the 2019 Second Quarter, or 70.8% of net industrial injury prevention revenues.

Each component of operating costs is discussed below:

Operating Costs—Salaries and Related Costs

Salaries and related costs, ~~increased to $69.0 million for~~including physical therapy operations and the industrial injury prevention services business, were 51.8% of net revenues in the 2020 ~~First~~Second Quarter ~~from $66.3 million for~~versus 55.9% in the 2019 ~~First~~Second Quarter ~~an increase of $2.7 million.~~primarily due to a reduction in staffing and salary reductions due to management response to the COVID-19 pandemic. Please see discussion in Business Update Related to COVID-19 for further information. Salaries and related costs for ~~New Clinics amounted~~the physical therapy operations were $37.9 million in the 2020 Second Quarter, or 51.1% of physical therapy operations revenues, as compared to ~~$3.4~~$64.6 million in the 2019 Second Quarter, or 55.6% of physical therapy operations revenues. Included in salaries and related costs for the physical therapy operations for the 2020 ~~First Quarter.~~ Second Quarter was $2.2 million related to New Clinics. Adjusted for the salaries and related costs for clinics related to the partnership interest sold in 2019 and 2020 of $4.9 million in the 2019 Second Quarter and $0.1 million in the 2020 Second Quarter, salaries and related costs for Mature Clinics decreased by $23.5 million in the Second Quarter 2020 compared to the Second Quarter 2019 . Salaries and related costs, included in physical therapy operations, related to management contracts decreased by $0.6 million.

Salaries and related costs for the industrial injury prevention services business, ~~was $6.9~~were $5.5 million in the 2020 ~~First~~Second Quarter, or 56.9% of industrial injury prevention services revenues, as compared to ~~$4.3 million 2019 First Quarter, an increase of $2.6 million primarily due to the acquisition in April 2019. For Mature Clinics, salaries and related costs decreased by $3.3~~$6.0 million in the ~~2020 First~~2019 Second Quarter, compared to the 2019 First Quarter. For management contracts, salaries and related costs increased slightly by $0.1 million for the 2020 First Quarter compared to the 2019 First Quarter. Salaries and related costs as a percentageor 58.7% of net ~~revenues were 61.2% for the 2020 First Quarter and 57.0% for the 2019 First Quarter.~~industrial injury prevention services revenues.

Table of Contents

Operating Costs—Rent, Supplies, Contract Labor and Other

Rent, supplies, contract labor and other costs, including physical therapy operations and the industrial injury prevention services business, were ~~$22.9 million~~24.2% of net revenues in the 2020 Second Quarter versus 18.2% in the 2019 Second Quarter. Rent, supplies, contract labor and other costs for the physical therapy operations were $19.3 million in the 2020 ~~First~~Second Quarter, ~~and $22.0~~or 26.0% of physical therapy operations revenues, as compared to $21.8 million ~~for~~in the 2019 ~~First Quarter. For New Clinics,~~Second Quarter, or 18.8% of physical therapy operations revenues. Included in rent, supplies, contract labor and other ~~amounted to $1.7 million~~costs for the physical therapy operations for the 2020 ~~First Quarter. For Mature Clinics,~~Second Quarter was $1.5 million related to New Clinics. Adjusted for the rent, supplies, contract labor and other ~~decreased by $1.1~~costs for clinics related to the partnership interest sold in 2019 and 2020 of $1.6 million in the 2019 Second Quarter and $0.4 million in the 2020 ~~First Quarter compared to the 2019 First Quarter. For the industrial injury prevention business,~~second quarter, rent, supplies, contract labor and other ~~increased~~costs for Mature Clinics decreased by ~~$0.3~~$2.6 million ~~for~~in the ~~respective periods.~~Second Quarter 2020 compared to the Second Quarter 2019 . Rent, supplies, contract labor and other costs, included in physical therapy operations, related to management contracts decreased slightly.

Rent, supplies, contract labor and other costs for the industrial injury prevention services business, were $1.0 million in the 2020 Second Quarter, or 10.2% of industrial injury prevention services revenues, as ~~a percentage~~compared to $1.2 million in the 2019 Second Quarter, or 12.1% of net ~~revenues was 20.3% for the 2020 First Quarter and 19.0 % for the 2019 First Quarter.~~industrial injury prevention services revenues.

Operating Costs—Provision for Doubtful Accounts

The provision for doubtful accounts ~~was $1.4 million for the 2020 First Quarter and $1.2 million for the 2019 First Quarter. The provision for doubtful accounts for patient accounts receivable~~ as a percentage of net ~~patient revenues~~revenue was ~~1.2% for~~0.9% in the 2020 ~~First~~Second Quarter and 1.0% for the comparable period in 2019.

Our provision for doubtful accounts for patient accounts receivable as a percentage of total patient accounts receivable was ~~5.66%~~6.4% at ~~March 31,~~June 30, 2020, as compared to ~~5.50%~~5.6% at December 31, 2019. Our days’ sales outstanding were ~~both~~36 days at June 30, 2020 and 33 days at ~~March 31, 2020 and~~ December 31, 2019.

Gross Profit

Gross profit, ~~for 2020 First Quarter, excluding~~including physical therapy operations, without closure costs, and the industrial injury prevention service business, was $19.4 million, or 23.1% of net revenue, as compared to ~~$26.7~~$31.4 million, or 24.9% of net revenues, in the 2019 Second Quarter. Gross profit for the physical therapy operations was $16.2 million in the 2020 Second Quarter, or 21.8% of physical therapy operations revenues, as compared to $28.4 million in the 2019 ~~First Quarter. The gross~~Second Quarter, or 24.5% of physical therapy operations revenues. Gross profit ~~percentage,~~for the physical therapy operations, excluding ~~closure costs, decreased and~~management contracts, was ~~17.2% of net revenue~~$15.8 million in the 2020 ~~First~~Second Quarter, or 21.7% of net patient revenues, as compared to ~~23.1%~~$28.1 million in the 2019 ~~First Quarter. The gross~~Second Quarter, or 24.7% of net patient revenues. Gross profit ~~percentage~~ for ~~our physical therapy clinics, excluding closure costs,~~management contracts was ~~17.3%~~$0.4 million in the 2020 ~~First~~Second Quarter, or 26.9% of management contract revenues, as compared to ~~23.0%~~$0.3 million in the 2019 ~~First Quarter. The gross profit percentage on physical therapy management contracts was 15.7% in the 2020 First~~Second Quarter, ~~as compared to 18.5% in the 2019 First Quarter.~~ or 15.4% of net patient revenues.

The gross profit for the industrial injury prevention service business was ~~$1.7~~$3.2 million, or ~~16.8%~~32.9%, in the 2020 ~~First~~Second Quarter as compared to ~~$1.5~~$3.0 million, or ~~22.3%~~29.2%, in the 2019 ~~First~~Second Quarter.

~~Table of Contents~~

Corporate Office Costs

Corporate office costs, consisting primarily of salaries, incentive compensation, and benefits of corporate office personnel, rent, insurance costs, depreciation and amortization, travel, legal, accounting, professional, and recruiting fees, were ~~$11.7~~$9.0 million for the 2020 ~~First~~Second Quarter and ~~$11.3~~$11.5 million for the 2019 ~~First Quarter.~~Second Quarter primarily due to a reduction in staffing and salary reductions due to management response to the COVID-19 pandemic. Please see discussion in Business Update Related to COVID-19 for further information. As a percentage of net revenues, corporate office costs were ~~10.4%~~10.8% for the 2020 ~~First~~Second Quarter and ~~9.7%~~9.1% for the 2019 ~~First~~Second Quarter.

Operating Income

Operating income for the 2020 ~~First~~Second Quarter was ~~$4.0~~$10.3 million as compared to ~~$15.4~~$19.9 million for the 2019 ~~First~~Second Quarter. Operating income as a percentage of net revenue decreased ~~by 970 basis points~~ from ~~13.3%~~15.7% in the 2019 period to 12.2% in 2020. For the 2020 Second Quarter, operating income increased $6.2 million or 3.6% incompared to the first quarter of 2020. See discussion above related to the effects of COVID-19 on our business and results of operation.

Table of Contents

Relief Funds

Included in other income in the 2020 Second Quarter was $7.9 million of Relief Funds. The Relief Funds do not have to be repaid and were used for ~~more.~~operations and offset of losses due to the COVID-19 pandemic.

Gain on Sale of Partnership Interest and Clinics

Included in other income was a gain of $1.1 million in the 2020 Second Quarter resulting from the sale of 11 previously closed clinics. A gain of $5.8 million was recognized in the 2019 Second Quarter resulting from the sale of a partnership interest which included 30 clinics.

Interest Expense

Interest expense was ~~$0.4 million~~$653,000 in the 2020 ~~First~~Second Quarter ~~compared to $ 0.3 million~~and $607,000 in the 2019 ~~First~~Second Quarter due to higher average borrowings under ~~our revolving credit line.~~the Company’s Amended Credit Agreement. At ~~March 31,~~June 30, 2020, ~~$114.0~~$33.0 million was outstanding under our Amended Credit Agreement (as defined below). See “—Liquidity and Capital Resources” below for a discussion of the terms of our Amended Credit Agreement.

Provision for Income Taxes

The provision for income tax was $3.9 million for the 2020 ~~First~~Second Quarter ~~was $0.3~~and $5.3 million ~~and $2.7 million in~~for the 2019 ~~First~~Second Quarter. The provision for income tax as a percentage of income before taxes less net income attributable to non-controlling interest was ~~22.3%~~27.5% for the 2020 ~~First~~Second Quarter and ~~24.3%~~26.7% for the 2019 ~~First~~Second Quarter.

See table below detailing calculation of the provision for income tax as a percentage of income before taxes less net income attributable to non-controlling interest ($ in thousands):

	Three Months Ended						Three Months Ended
	March 31, 2020			March 31, 2019			June 30, 2020			June 30, 2019

Income before taxes	$	3,630		$	15,083		$	18,645		$	25,118

Less: net income attributable to non-controlling interests:
Non-controlling interests - permanent equity		(526	)		(1,537	)		(1,535	)		(1,802	)
Redeemable non-controlling interests - temporary equity		(1,796	)		(2,395	)		(2,996	)		(3,378	)
	$	(2,322	)	$	(3,932	)	$	(4,531	)	$	(5,180	)

Income before taxes less net income attributable to non-controlling interests	$	1,308		$	11,151		$	14,114		$	19,938

Provision for income taxes	$	292		$	2,708		$	3,882		$	5,318

Percentage		22.3	%		24.3	%		27.5	%		26.7	%

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests (permanent equity) was ~~$0.5~~$1.5 million in the 2020 ~~First~~Second Quarter and ~~$1.5~~$1.8 million in the 2019 ~~First~~Second Quarter. Net income attributable to redeemable non-controlling interests (temporary equity) was ~~$1.8~~$3.0 million in the 2020 ~~First~~Second Quarter and ~~$2.4~~$3.4 million in the 2019 ~~First~~Second Quarter.

3337

Table of Contents

Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019

For the six months ended June 30, 2020 (“2020 Six Months”), our Operating Results (as defined below), was $14.8 million, or $1.15 per diluted share, inclusive of Relief Funds, as compared to $18.8 million, or $1.47 per diluted share in the six months ended June 30, 2019 (“2019 Six Months”). For the 2020 Six Months, our Operating Results, was $8.9 million, or $0.70 per diluted share, without the Relief Funds. Please see page 32 for the definition of Operating Results.

For the 2020 Six Months, our net income attributable to its shareholders, in accordance with GAAP, was $11.2 million as compared to $23.0 million for the 2019 Six Months. Inclusive of the credit or charge for the revaluation of non-controlling interest, net of tax, used to compute diluted earnings per share, in accordance with GAAP, in the 2020 Six Months, the amount is $15.3 million, or $1.19 per share, as compared to $15.8 million, or $1.24 per share, in the 2019 Six Months. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is not included in net income but charged or credited directly to retained earnings; however, the charge or credit for this change is included in the earnings per basic and diluted share calculation.

The following table provides details of the diluted earnings per share computation and reconciles net income attributable to our shareholders calculated in accordance with GAAP to Operating Results. Management believes providing Operating Results to investors is useful information for comparing our period-to-period results. Operating Results, a non-GAAP measure, equals net income attributable to our shareholders per the consolidated statement of net income plus charges incurred for closure costs less gain on sale of partnership interest and clinics and Relief Funds, and excludes the ongoing CFO search, all net of tax. The earnings per share from Operating Results also excludes the impact of the revaluation of redeemable non-controlling interest. In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest, net of tax, is included in the earnings per basic and diluted share calculation, although it is not included in net income but charged directly to retained earnings. Management uses Operating Results, which eliminates certain items described above that can be subject to volatility and unusual costs, as one of the principal measures to evaluate and monitor financial performance period over period. Management believes that Operating Results is useful information for investors to use in comparing our period-to-period results as well as for comparing with other similar businesses since most do not have redeemable non-controlling interest instruments and therefore have different liability and equity structures.

Table of Contents

	Six Months Ended June 30,
	2020			2019
Computation of earnings per share - USPH shareholders:
Net income attributable to USPH shareholders	$	11,248		$	23,063
Credit (charges) to retained earnings:
Revaluation of redeemable non-controlling interest		5,473			(9,830	)
Tax effect at statutory rate (federal and state) of 26.25%		(1,437	)		2,580
	$	15,284		$	15,813

Earnings per share (basic and diluted)	$	1.19		$	1.24

Adjustments:
Charges incurred for CFO search		133			-
Closure costs		3,846			-
Gain on sale of partnership interest and clinics		(1,073	)		(5,823	)
Receipts from the CARES Act Provider Relief Fund ("Relief Fund")		(7,958	)		-
Allocation to non-controlling interest		1,900			-
Revaluation of redeemable non-controlling interest		(5,473	)		9,830
Tax effect at statutory rate (federal and state) of 26.25%		2,264			(1,052	)
Operating Results (without receipts from Relief Fund)	$	8,923		$	18,768

Receipts from Relief Fund		7,958			-
Tax effect at statutory rate (federal and state) of 26.25%		(2,089	)		-
Operating Results (including receipts from Relief Fund)	$	14,792		$	18,768

Basic and diluted Operating Results (without receipts from Relief Fund) per share	$	0.70		$	1.47
Basic and diluted Operating Results (including receipts from Relief Fund) per share	$	1.15		$	1.47

Shares used in computation - basic and diluted		12,820			12,738

Table of Contents

The following table summarizes financial data by segment for the periods indicated and reconciles the data to our consolidated financial statements:

	Six Months Ended
	June 30, 2020		June 30, 2019
	(in thousands)
Net operating revenues:
Physical therapy operations	$	177,040	$	225,416
Industrial injury prevention services		19,534		17,188
Total Company	$	196,574	$	242,604

Gross profit:
Physical therapy operations (excluding closure costs)	$	33,978	$	53,610
Industrial injury prevention services		4,843		4,542
	$	38,821	$	58,152
Physical therapy operations - closure costs		3,846		9
Gross profit	$	34,975	$	58,143

Total Assets:
Physical therapy operations	$	534,238	$	512,657
Industrial injury prevention services		50,780		48,188
Total Company	$	585,018	$	560,845

Revenues

Reported net revenues in the 2020 Six Months was $196.6 million as compared to $242.6 million in the 2019 Six Months. Adjusted for the clinics sold in 2019 and 2020, net patient revenues were $195.6 million ($196.6 million less $1.0 million related to sold clinics) in the 2020 Six Months compared to $228.4 million ($242.6 million less $14.2 million related to sold clinics) in the 2019 Six Months. The remaining reduction in revenue of $32.8 million is due to the adverse effects of the COVID-19 pandemic. Please see table below.

	Six Months Ended
	June 30, 2020			June 30, 2019
	(in thousands)
Reported net revenues	$	196,574		$	242,604
2019 sold clinics		-			(12,237	)
2020 sold clinics		(949	)		(1,997	)
	$	195,625		$	228,370

Net patient revenues from physical therapy operations were approximately $172.4 million in the 2020 Six Months and $220.0 million in the 2019 Six Months. Included in net patient revenues for the 2020 Six Months was $9.1 million related to New Clinics. Included in net patient revenues for the 2020 Six Months was $1.0 million related to the clinics sold in 2020. For the 2019 Six Months, net patient revenue included $7.8 million related to the clinics sold in the six months ended June 30, 2019 and 2020. During the 2019 Six Months, the Company sold its interest in a partnership that included 30 clinics and during the 2020 six month period, the Company sold its interest in 11 closed clinics.

Table of Contents

The average net patient revenue per visit was $104.70 for the 2020 Six Months and $106.83 for the 2019 Six Months. Total patient visits were 1,646,700 in the 2020 Six Months and 2,059,000 for the 2019 Six Months. Adjusted for the clinics sold in 2020 and 2019, total patient visits were 1,637,800 in the 2020 Six Months and 1,934,500 for the 2019 Six Months. The reduction in adjusted total patient visits is due to the adverse effects of the COVID-19 pandemic. Net patient revenues are based on established billing rates less allowances for patients covered by contractual programs and workers’ compensation. Net patient revenues are determined after contractual and other adjustments relating to patient discounts from certain payors. Payments received under contractual programs and workers’ compensation are based on predetermined rates and are generally less than the established billing rates.

Also included in physical therapy operations was revenue from physical therapy management contracts which was $3.7 million for the 2020 Six Months and $4.4 million in 2019 Six Months. Other miscellaneous revenue from physical therapy operations was $0.9 million in the 2020 Six Months and $1.0 million in the 2019 Six Months. Other miscellaneous revenue include physical therapy services, including athletic trainers, provided on-site such as for schools.

Revenue from the industrial injury prevention services business increased 13.6% to $19.5 million in the 2020 Six Months compared to $17.2 million in the 2019 Six Months. The increase is primarily attributable to the acquisition in April 2019 offset by the adverse effects of the COVID-19 pandemic. Currently, the industrial injury prevention services business is running at slightly over 90% of normal.

Operating Costs

Total operating costs, excluding closure costs, were $157.8 million in the 2020 Six Months, or 80.3% of net revenues, as compared to $184.5 million in the 2019 Six Months, or 76.0% of net revenues. Total operating costs for the physical therapy operations, excluding closure costs, were $143.1 million in the 2020 Six Months, or 80.8% of physical therapy operations revenues, as compared to $171.8 million in the 2019 Six Months, or 76.2% of physical therapy operations revenues. Included in operating costs for the physical therapy operations for the 2020 Six Months was $7.3 million related to New Clinics, of which $4.7 million related the clinics acquired in September 2019 and February 2020. Adjusted for the operating costs for clinics related to the partnership interests sold in 2019 and 2020 of $6.6 million in the 2019 Six Months and $0.5 million in the 2020 Six Months, operating costs for clinic opened or acquired prior to July 1, 2019 (“Mature Clinics”) decreased by $26.5 million in the Second Quarter 2020 compared to the Second Quarter 2019. Operating costs, included in physical therapy operations, related to management contracts decreased by $0.7 million. Closure costs of $0.1 million include estimates of remaining lease obligations and other costs offset by settlement of certain lease commitments recorded in the 2019 First Quarter due to closed clinics.

Operating costs for the industrial injury prevention services business, were $14.7 million in the 2020 Six Months, or 74.7% of industrial injury prevention services revenues, as compared to $12.7 million in the 2019 Six Months, or 52.1% of net industrial injury prevention revenues.

Each component of operating costs is discussed below:

Operating Costs—Salaries and Related Costs

Salaries and related costs, including physical therapy operations and the industrial injury prevention services business, were 57.2% of net revenues in the 2020 Six Months versus 56.4% in the 2019 Six Months primarily due to a reduction in staffing and salary reductions due to management response to the COVID-19 pandemic. Please see discussion in Business Update Related to COVID-19 for further information. Salaries and related costs for the physical therapy operations were $100.0 million in the 2020 Six Months, or 56.5% of physical therapy operations revenues, as compared to $126.5 million in the 2019 Six Months, or 56.1% of physical therapy operations revenues. Included in salaries and related costs for the physical therapy operations for the 2020 Six Months was $4.5 million related to New Clinics. Adjusted for the salaries and related costs for clinics related to the partnership interest sold in 2019 and 2020 of $9.6 million in the 2019 Six Months and $0.6 million in the 2020 Six Months, salaries and related costs for Mature Clinics decreased by $21.4 million in the Second Quarter 2020 compared to the Second Quarter 2019. Salaries and related costs, included in physical therapy operations, related to management contracts decreased by $0.7 million.

Table of Contents

Salaries and related costs for the industrial injury prevention services business, were $12.4 million in the 2020 Six Months, or 63.6% of industrial injury prevention services revenues, as compared to $10.4 million in the 2019 Six Months, or 60.4% of net industrial injury prevention services revenues.

Operating Costs—Rent, Supplies, Contract Labor and Other

Rent, supplies, contract labor and other costs, including physical therapy operations and the industrial injury prevention services business, were 22.0% of net revenues in the 2020 Six Months versus 18.6% in the 2019 Six Months. Rent, supplies, contract labor and other costs for the physical therapy operations were $40.9 million in the 2020 Six Months, or 23.1% of physical therapy operations revenues, as compared to $45.1 million in the 2019 Six Months, or 20.0% of physical therapy operations revenues. Included in rent, supplies, contract labor and other costs for the physical therapy operations for the 2020 Six Months was $2.4 million related to New Clinics. Adjusted for the rent, supplies, contract labor and other costs for clinics related to the partnership interest sold in 2019 and 2020 of $3.1 million in the 2019 Six Months and $0.2 million in the 2020 Six Months, rent, supplies, contract labor and other costs for Mature Clinics decreased by $1.4 million in the Second Quarter 2020 compared to the Second Quarter 2019. Rent, supplies, contract labor and other costs, included in physical therapy operations, related to management contracts increased slightly.

Rent, supplies, contract labor and other costs for the industrial injury prevention services business, were $2.3 million in both the 2020 and 2019 Six Months. As a percentage of industrial injury prevention services revenues, rent, supplies, contract labor and other costs were 11.6% and 13.1% of net industrial injury prevention services revenues for the 2020 and 2019 Six Months, respectively.

Operating Costs—Provision for Doubtful Accounts

The provision for doubtful accounts as a percentage of net revenue was 1.1% in the 2020 Six Months and 1.0% for the 2019 Six Months.

Our provision for doubtful accounts for patient accounts receivable as a percentage of total patient accounts receivable was 6.4% at June 30, 2020, as compared to 5.6% at December 31, 2019. Our days’ sales outstanding were 36 days at June 30, 2020 and 33 days at December 31, 2019.

Gross Profit

Gross profit, including physical therapy operations, without closure costs, and the industrial injury prevention services business, was $38.8 million, or 19.7% of net revenue, as compared to $58.2 million, or 24.0% of net revenues, in the 2019 Six Months. Gross profit for the physical therapy operations was $34.0 million in the 2020 Six Months, or 19.2% of physical therapy operations revenues, as compared to $53.6 million in the 2019 Six Months, or 23.8% of physical therapy operations revenues. Gross profit for the physical therapy operations, excluding management contracts, was $33.2 million in the 2020 Six Months, or 19.2% of net patient revenues, as compared to $52.9 million in the 2019 Six Months, or 23.9% of net patient revenues. Gross profit for management contracts was $0.8 million in the 2020 Six Months, or 20.5% of management contract revenues, as compared to $0.7 million in the 2019 Six Months, or 16.9% of net patient revenues.

The gross profit for the industrial injury prevention services business was $4.8 million, or 24.8%, in the 2020 Six Months as compared to $4.5 million, or 26.4%, in the 2019 Six Months.

Corporate Office Costs

Corporate office costs, consisting primarily of salaries, incentive compensation, and benefits of corporate office personnel, rent, insurance costs, depreciation and amortization, travel, legal, accounting, professional, and recruiting fees, were $20.7 million for the 2020 Six Months and $22.8 million for the 2019 Six Months primarily due to a reduction in staffing and salary reductions due to management response to the COVID-19 pandemic. As a percentage of net revenues, corporate office costs were 10.5% for the 2020 Six Months and 9.4% for the 2019 Six Months.

Operating Income

Operating income for the 2020 Six Months was $14.3 million as compared to $35.3 million for the 2019 Six Months. Operating income as a percentage of net revenue decreased from 14.6% in the 2019 Six Months to 7.3% in 2020. See discussion above related to the effects of COVID-19 on our business and results of operations.

Table of Contents

Relief Funds

Included in other income in the 2020 Six Months was $7.9 million of Relief Funds. The Relief Funds do not have to be repaid and were used for operations and offset of losses due to the COVID-19 pandemic.

Gain on Sale of Partnership Interest and Clinics

Included in other income was a gain of $1.1 million in the 2020 Six Months resulting from the sale of 11 previously closed clinics and, as previously disclosed, a gain of $5.8 million in the 2019 Six Months resulting from the sale of a partnership interest which included 30 clinics.

Interest Expense

Interest expense was $1.1 million in the 2020 Six Months and $1.0 in the 2019 Six Months due to higher average borrowings under the Company’s Amended Credit Agreement. At June 30, 2020, $33.0 million was outstanding under our Amended Credit Agreement (as defined below). See “—Liquidity and Capital Resources” below for a discussion of the terms of our Amended Credit Agreement.

Provision for Income Taxes

The provision for income tax was $4.2 million for the 2020 Six Months and $8.0 million for the 2019 Six Months. The provision for income tax as a percentage of income before taxes less net income attributable to non-controlling interest was 27.1% for the 2020 Six Months and 25.8% for the 2019 Six Months.

See table below detailing calculation of the provision for income tax as a percentage of income before taxes less net income attributable to non-controlling interest ($ in thousands):

	Six Months Ended
	June 30, 2020			June 30, 2019

Income before taxes	$	22,275		$	40,201

Less: net income attributable to non-controlling interests:
Non-controlling interests - permanent equity		(2,061	)		(3,339	)
Redeemable non-controlling interests - temporary equity		(4,792	)		(5,773	)
	$	(6,853	)	$	(9,112	)

Income before taxes less net income attributable to non-controlling interests	$	15,422		$	31,089

Provision for income taxes	$	4,174		$	8,026

Percentage		27.1	%		25.8	%

Net Income Attributable to Non-controlling Interests

Net income attributable to non-controlling interests (permanent equity) was $2.0 million in the 2020 Six Months and $3.3 million in the 2019 Six Months. Net income attributable to redeemable non-controlling interests (temporary equity) was $4.8 million in the 2020 Six Months and $5.8 million in the 2019 Six Months.

LIQUIDITY AND CAPITAL RESOURCES

We believe that our business has sufficient cash to allow us to meet our short-term cash requirements. At ~~March 31,~~June 30, 2020 and December 31, 2019, we had ~~$89.5~~$43.5 million and $23.5 million, respectively, in cash. We believe that our cash is sufficient to fund the working capital needs of our operating subsidiaries through at least ~~March 31,~~June 30, 2021.

Table of Contents

Included in our cash at June 30, 2020 are the ~~date of this filing, we have approximately $110.0 million in cash. In addition to collections~~receipts from ~~our patient receivables, we have drawn all funds available under the Amended Credit Agreement of $125.0 million, received funds from (a)~~ the Medicare Accelerated and Advance Payment Program (“MAAPP”) ~~($12.4 million to date) and (b) the Public Health and Social Services Emergency Fund (“Relief Fund”) ($5.7 million to date) as part~~ of ~~the Coronavirus Aid, Relief, and Economics Securities Act (“CARES Act”).~~$12.4 million. Based on current regulations, MAAPP funds received will be applied to future Medicare billings commencing in August 2020, with all such remaining amounts required to be repaid by us by November 2020. Beginning November 2020, any unpaid balance will begin accruing interest.

Cash and cash equivalents increased by $20.0 million from December 31, 2019 to June 30, 2020. During the 2020 Six Months, $48.4 million was provided by operations and $12.9 million from MAAPP, as described above. The ~~Relief Fund monies do not have~~major uses of cash for investing and financing activities included: net reduction in credit line ($33.0 million), distributions to ~~be repaid. In addition,~~non-controlling interests inclusive of those classified as redeemable non-controlling interests ($5.7 million), purchase of business ($11.6 million), purchase of fixed assets ($4.6 million), cash dividends paid to our shareholders ($4.1 million), and a purchase of redeemable non-controlling interests ($2.4 million). During the 2020 Second Quarter, we ~~are taking advantage of the allowed deferral of the employer payroll taxes under the CARES Act.~~were able to negotiate rent abatements and deferrals totaling $1.6 million.

Effective December 5, 2013, we entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility. This agreement was amended in August 2015, January 2016, March 2017 and November 2017 (hereafter referred to as “Amended Credit Agreement”). The Amended Credit Agreement is unsecured and has loan covenants, including requirements that we comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Proceeds from the Amended Credit Agreement may be used for working capital, acquisitions, purchases of our common stock, dividend payments to our common stockholders, capital expenditures and other corporate purposes. The pricing grid is based on our consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.25% to 2.0% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Amended Credit Agreement include an unused commitment fee ranging from 0.25% to 0.3% depending on our consolidated leverage ratio and the amount of funds outstanding under the Amended Credit Agreement.

The January 2016 amendment to the Amended Credit Agreement increased the cash and noncash consideration that we could pay with respect to acquisitions permitted under the Amended Credit Agreement to $50.0 million for any fiscal year, and increased the amount we may pay in cash dividends to our shareholders in an aggregate amount not to exceed $10.0 million in any fiscal year. The March 2017 amendment, among other items, increased the amount we may pay in cash dividends to our shareholders in an aggregate amount not to exceed $15.0 million in any fiscal year. The November 2017 amendment, among other items, adjusted the pricing grid as described above, increased the aggregate amount we may pay in cash dividends to $20.0 million to our shareholders and extended the maturity date to November 30, 2021.

As of ~~March 31,~~June 30, 2020, we were in compliance with all of the covenants contained in the credit agreement. ~~Management cannot be certain~~Given the uncertainty inherent in operating results due to the COVID-19 pandemic, the Company continues to closely monitor covenant compliance. The Company will ~~be in compliance with covenants at the end of second quarter of 2020. Management is~~engage as required in discussions with ~~our~~its lender regarding an amendment to the facility so as to maintain compliance with all covenants. ~~Management anticipates an amendment will be in place by the end of the second quarter of 2020.~~

Cash and cash equivalents increased by $66.1 million from December 31, 2019 to March 31, 2020. During the 2020 First Quarter, $16.4 million was provided by operations, and $68.0 million of net proceeds from our revolving line of credit. The major uses of cash for investing and financing activities included: purchases of interests in the four-clinic practice acquired ($11.6 million), distributions to non-controlling interests inclusive of those classified as redeemable non-controlling interests ($2.3 million), purchase of fixed assets ($2.7 million) and a purchase of redeemable non-controlling interests ($1.9 million).

On February 27, 2020, we acquired interests in a four-clinic physical therapy practice. The four clinics are in four separate partnerships. Our interests in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The aggregate purchase price was $11.9 million, of which $11.6 million was paid in cash and a $0.3 million seller note. The note accrues interest at 4.75% per annum and the principal and interest is payable on February 2022.

On September 30, 2019, we acquired a 67% interest in eleven-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million, of which $12.1 million was in cash and $0.3 million in a seller note that is payable in two principal installments totaling $150,000 each, plus accrued interest in September 2020 and September 2021. The note accrues interest at 5.0% per annum.

~~Table of Contents~~

On April 11, 2019, we acquired a company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network of 45 states including onsite at eleven client locations. The business was then combined with Briotix Health, our industrial injury prevention operation, increasing our ownership position in the Briotix Health partnership to approximately 76.0%. The purchase price for the acquired company was $22.9 million ($23.6 million less cash acquired of $0.7 million), which consisted of $18.9 million in cash, (of which $0.5 million will be paid to certain shareholders), and a $4.0 million seller note. The note accrues interest at 5.5% and the principal and accrued interest is payable, on April 9, 2021.

On March 4, 2019, in conjunction with the purchase of a redeemable non-controlling interest, we entered into a note payable in the amount of $228,120 that was payable in two equal installments of $114,080 each, plus accrued interest. The first installment was paid in March 2020 and the second installment remains payable in March 2021.

Table of Contents

We make reasonable and appropriate efforts to collect accounts receivable, including applicable deductible and co-payment amounts, in a consistent manner for all payor types. Claims are submitted to payors daily, weekly or monthly in accordance with our policy or payor’s requirements. When possible, we submit our claims electronically. The collection process is time consuming and typically involves the submission of claims to multiple payors whose payment of claims may be dependent upon the payment of another payor. Claims under litigation and vehicular incidents can take a year or longer to collect. Medicare and other payor claims relating to new clinics awaiting Medicare Rehab Agency status approval initially may be delayed for a relatively short transition period. When all reasonable internal collection efforts have been exhausted, accounts are written off prior to sending them to outside collection firms. With managed care, commercial health plans and self-pay payor type receivables, the write-off generally occurs after the accounts receivable has been outstanding for at least 120 days.

We generally enter into various notes payable as a means of financing our acquisitions. Our outstanding notes payable as of ~~March~~June 30, 2020 relate to certain of the acquisitions of businesses and purchases of redeemable non-controlling interests that occurred in 2018 through ~~March~~June 2020. Typically, the notes are payable over two years plus any accrued and unpaid interest. Interest accrues at various interest rates ranging from 3.25% to 5.5% per annum, subject to adjustment. At ~~March 31,~~June 30, 2020, the balance on these notes payable was $5.3 million. In addition, we assumed leases with remaining terms of 1 month to 6 years for the operating facilities.

In conjunction with the above mentioned acquisitions, in the event that a limited minority partner’s employment ceases at any time after a specified date that is typically between three and five years from the acquisition date, we have agreed to certain contractual provisions which enable such minority partners to exercise their right to trigger our repurchase of that partner’s non-controlling interest at a predetermined multiple of earnings before interest and taxes.

As of ~~March 31,~~June 30, 2020, we have accrued ~~$5.1~~$6.9 million related to credit balances due to patients and payors. This amount is expected to be paid in the next twelve months.

From September 2001 through December 31, 2008, our Board of Directors (“Board”) authorized us to purchase, in the open market or in privately negotiated transactions, up to 2,250,000 shares of our common stock. In March 2009, the Board authorized the repurchase of up to 10% or approximately 1,200,000 shares of our common stock (“March 2009 Authorization”). Our Amended Credit Agreement permits share repurchases of up to $15,000,000, subject to compliance with covenants. We are required to retire shares purchased under the March 2009 Authorization.

There is no expiration date for the share repurchase program. As of ~~March 31,~~June 30, 2020, there are currently an additional estimated ~~217,391~~185,139 shares (based on the closing price of ~~$69.00~~$81.02 on ~~March 31,~~June 30, 2020) that may be purchased from time to time in the open market or private transactions depending on price, availability and our cash position. We did not purchase any shares of our common stock during the ~~three~~six months ended ~~March 31,~~June 30, 2020.

~~Table of Contents~~

FACTORS AFFECTING FUTURE RESULTS

The risks related to our business and operations include:

the multiple effects of the impact of public health crises and epidemics/pandemics, such as the novel strain of COVID-19, for which the financial magnitude cannot be currently estimated;

changes as the result of government enacted national healthcare reform;

changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;

revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;

business and regulatory conditions including federal and state regulations;

governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs;

compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;

changes in reimbursement rates or payment methods from third party payors including government agencies, and changes in the deductibles and co-pays owed by patients;

revenue and earnings expectations;

legal actions, which could subject us to increased operating costs and uninsured liabilities;

Table of Contents

general economic conditions;

availability and cost of qualified physical therapists;

personnel productivity and retaining key personnel;

competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;

competitive environment in the industrial injury prevention business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences for that service line;

acquisitions, and the successful integration of the operations of the acquired businesses;

impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non controlling interests (minority interests);

maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;

a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act;

maintaining adequate internal controls;

maintaining necessary insurance coverage;

availability, terms, and use of capital; and

weather and other seasonal factors.

See Risk Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and our subsequent current and periodic reports, including the additional risk factor noted in our Current Report on Form 8-K filed on April 24, 2020.

Forward-Looking Statements

We make statements in this report that are considered to be forward-looking statements within the meaning given such term under Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 project. Included among such statements are those relating to opening 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 the risks listed above.

~~Table of Contents~~

Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Please see the other sections of this report and our other periodic reports filed with the Securities and Exchange Commission (the “SEC”) for more information on these factors. Our forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we are under no obligation to update any forward-looking statement, regardless of the reason the statement may no longer be accurate.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not maintain any derivative instruments, interest rate swap arrangements, hedging contracts, futures contracts or the like. Our primary market risk exposure is the changes in interest rates obtainable on our Amended Credit Agreement. The interest on our Amended Credit Agreement is based on a variable rate. At ~~March 31,~~June 30, 2020, ~~$114.0~~$33.0 million was outstanding under our Amended Credit Agreement. Based on the balance of the Amended Credit Agreement at ~~March 31,~~June 30, 2020, any change in the interest rate of 1% would yield a decrease or increase in annual interest expense of ~~$1,140,000.~~$330,000.

Table of Contents

ITEM 4.

CONTROLS AND PROCEDURES.

(a)	Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company’s management completed an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded (i) that our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and (ii) that our disclosure controls and procedures are effective.

(b)	Changes in Internal Control Over Financial Reporting

In the second quarter ended June 30, 2020, we have added and/or modified certain internal controls and processes to address risks related to COVID-19. Additionally, in the second quarter of 2020, as a result of both quantitative and qualitative tests performed as part of the existing quarterly reporting process, it was determined that Briotix met the requirements to be considered a reportable segment. Accordingly, we have added and/or modified certain internal controls and processes to address required changes in reporting. There have not been noany additional changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. During the first quarter of 2020, we properly assessed the impact of new accounting standards related to measurement of credit losses on financial assets (CECL) and assessment of goodwill to facilitate the adoption of such standards on January 1, 2020. There were no significant changes to our internal control over financial reporting due to the adoption of the new standards.

3747

Table of Contents

PART II—OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

We are a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of our business. We cannot predict the ultimate outcome of pending litigation, proceedings, and regulatory and other governmental audits and investigations. These matters could potentially subject us to sanctions, damages, recoupments, fines, and other penalties. The Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to our businesses in the future that may, either individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations, and liquidity.

Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. We are and have been a defendant in these cases in the past, and may be named as a defendant in similar cases from time to time in the future.

Florida Litigation

On August 19, 2019, we received notice of a qui tam lawsuit filed by a relator on behalf of the United States, titled U.S. ex rel. Bonnie Elsdon, v. U.S. Physical Therapy, Inc., U.S. Physical Therapy, Ltd., Rehab Partners #2, Inc., The Hale Hand Center, Limited Partnership (the “Hale Partnership”), and Suzanne Hale. This whistleblower lawsuit was filed in the U.S. District Court for the Southern District of Texas, seeking damages and civil penalties under the federal False Claim Act. This lawsuit was originally filed under seal by a former employee of The Hale Hand Center, Limited Partnership (“Hale Partnership”), a majority-owned subsidiary of the Company, on May 25, 2018. The U.S Government declined to intervene in the case and unsealed the Complaint on July 17, 2019. The plaintiff - relator served the Complaint on us and the other named defendants on August 19, 2019.

The Complaint alleges that the Hale Partnership engaged in conduct to purposely “upcode” its billings for services provided to Medicare patients. The plaintiff - relator points to three dates of service and provides examples of what it alleges are inflated billings by the Hale Partnership; the relator then claims that similar false claims must have occurred on other days and at other Company-owned partnerships.

On October 3, 2019, we filed Motions to Dismiss based on numerous grounds on behalf of each of the named defendants. On October 29, 2019, the plaintiff-relator dismissed three of the named defendants, Rehab Partners #2, Inc., U.S. Physical Therapy, Ltd., and Suzanne Hale. The Motions to Dismiss as to the remaining two defendants has been fully briefed and is pending before the Court for a ruling.

We have engaged counsel and fully investigated the matter, and believe that the allegations in the Complaint have no merit. We intend to vigorously defend this action, but at this time we are unable to predict the timing and outcome of the matter.

3848

Table of Contents

ITEM 1A.

RISK FACTORS.

The risk factors set forth in this report update, and should be read in conjunction with, the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020.

We are subject to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (COVID-19).

Our operations expose us to risks associated with public health crises and epidemics/pandemics, such as the novel strain of coronavirus (COVID-19) that has spread globally. Since February, the continued spread has led to disruption and volatility in the global capital markets, which increases the cost of, and adversely impacts access to, capital and increases economic uncertainty. The pandemic has caused an economic slowdown of potentially extended duration, and it is possible that it could cause a global recession.

COVID-19 is having, and will continue to have, an adverse impact on our operations and supply chains, including an increase in cancellations of physical therapy patient appointments and a decline in the scheduling of new or additional patient appointments. Due to these impacts and measures, we have experienced, and will continue to experience, significant and unpredictable reductions and cancellations of our patient visits.

As a result, given the rapid and evolving nature of the virus, COVID-19 will negatively affect our revenue, and it is uncertain how materially COVID-19 will affect operations generally if these impacts persist or worsen over an extended period of time. Any of these impacts would have a significant adverse effect on our business, financial condition and results of operations, and at this point, the extent of the impact of COVID-19 remains uncertain.

Impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interests (minority interests)

As described in Note 5,6, the redeemable non-controlling interests in our partnerships are held by our partners. Upon the occurrence of certain events, such as retirement or other termination of employment, partners from acquired partnerships may have the right to exercise a “put” to cause the Company to purchase their redeemable non-controlling interests. Depending on the amount and timing of the exercise of any “put” rights, the funds required could have an adverse impact on the Company’s capital structure.

3949

Table of Contents

ITEM 6.

EXHIBITS.

Exhibit Number	Description

31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2*	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

31.3*	Rule 13a-14(a)/15d-14(a) Certification of Corporate Controller.

32*	Certification Pursuant to 18 U.S.C 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~10.1+~~	U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2020, effective March 3, 2020 [incorporated by reference to Exhibit 99.1 to the Company Current Report on Form 8-K filed with the SEC on March 6, 2020].

~~10.2+~~	Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Lawrance McAfee [incorporated by reference to Exhibit 10.2 to the Company Current Report on Form 8-K filed with the SEC on March 26, 2020].

~~10.3+~~	Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Glenn McDowell [incorporated by reference to Exhibit 10.3 to the Company Current Report on Form 8-K filed with the SEC on March 26, 2020].

~~10.4+~~	Amendment to Employment Agreement entered into as of March 26, 2020 by and between the Company and Graham Reeve [incorporated by reference to Exhibit 10.4 to the Company Current Report on Form 8-K filed with the SEC on March 26, 2020].

~~99.1+~~	U. S. Physical Therapy, Inc. Objective Long-Term Incentive Plan for Senior Management for 2020, effective March 3, 2020 [incorporated by reference to Exhibit 99.1 to the Company Current Report on Form 8-K filed with the SEC on March 6, 2020].

~~99.2+~~	U. S. Physical Therapy, Inc. Discretionary Long-Term Incentive Plan for Senior Management for 2020, effective March 3, 2020 [incorporated by reference to Exhibit 99.2 to the Company Current Report on Form 8-K filed with the SEC on March 6, 2020].

~~99.3+~~	U. S. Physical Therapy, Inc. Objective Cash/RSA Bonus Plan for Senior Management for 2020, effective March 3, 2020 [incorporated by reference to Exhibit 99.3 to the Company Current Report on Form 8-K filed with the SEC on March 6, 2020].

~~99.4+~~	U. S. Physical Therapy, Inc. Discretionary Cash/RSA Bonus Plan for Senior Management for 2020, effective March 3, 2020 [incorporated by reference to Exhibit 99.4 to the Company Current Report on Form 8-K filed with the SEC on March 6, 2020].

101.INS*	XBRL Instance Document

101.SCH*	XBRL Taxonomy Extension Schema Document

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*	XBRL Taxonomy Extension Label Linkbase Documen

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith

4050

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

	U.S. PHYSICAL THERAPY, INC.

Date: ~~May 21,~~August 7, 2020	By:	/s/ LAWRANCE W. MCAFEE
		Lawrance W. McAfee
		Chief Financial Officer
		(duly authorized officer and principal financial and accounting officer)

	By:	/s/ JON C. BATES
		Jon C. Bates
		Vice President/Corporate Controller

NEVADA		76-0364866
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)		(I.R.S. EMPLOYER IDENTIFICATION NO.)

1300 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 300, HOUSTON, TEXAS		77042
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	USPH	New York Stock Exchange

Item 1.	Financial Statements.	43

	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2020 and December 31, 2019	43

	Consolidated Statements of Income for the three and six months ended ~~March 31,~~June 30, 2020 and 2019	54

	Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2020 and 2019	65

	Consolidated Statements of Changes in Equity for the three months and six months ended ~~March 31,~~June 30, 2020 and 2019	76

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2830

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	3746

Item 4.	Controls and Procedures	3747

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	3848

Item 6.	Exhibits	4050

	Signatures	4151

	Certifications

	For the Three Months Ended						For the Three Months Ended						For the Six Months Ended
	March 31, 2020			March 31, 2019			June 30, 2020			June 30, 2019			June 30,2020			June 30, 2019

Net patient revenues	$	100,126		$	106,650		$	72,279		$	113,363		$	172,405		$	220,013
Other revenues		12,591			9,581			11,578			13,010			24,169			22,591
Net revenues		112,717			116,231			83,857			126,373			196,574			242,604
Operating costs:
Salaries and related costs		69,004			66,267			43,429			70,669			112,433			136,936
Rent, supplies, contract labor and other		22,909			22,044			20,311			23,026			43,220			45,070
Provision for doubtful accounts		1,361			1,206			739			1,240			2,100			2,446
Closure costs - lease and other		1,893			(4	)		94			13			1,987			9
Closure costs - write-off of goodwill		1,859			-			-			-			1,859			-
Total operating costs		97,026			89,513			64,573			94,948			161,599			184,461

Gross profit		15,691			26,718			19,284			31,425			34,975			58,143

Corporate office costs		11,677			11,293			9,022			11,527			20,699			22,820
Operating income		4,014			15,425			10,262			19,898			14,276			35,323

Other income and expense:
Relief Funds								7,959			-			7,959			-
Gain on sale of partnership interest and clinics								1,073			5,823			1,073			5,823
Interest and other income, net		43			16			4			4			47			20
Interest expense - debt and other		(427	)		(358	)		(653	)		(607	)		(1,080	)		(965	)

Total other income and expense								8,383			5,220			7,999			4,878
Income before taxes		3,630			15,083			18,645			25,118			22,275			40,201

Provision for income taxes		292			2,708			3,882			5,318			4,174			8,026

Net income		3,338			12,375			14,763			19,800			18,101			32,175

Less: net income attributable to non-controlling interests:
Non-controlling interests - permanent equity		(526	)		(1,537	)		(1,535	)		(1,802	)		(2,061	)		(3,339	)
Redeemable non-controlling interests - temporary equity		(1,796	)		(2,395	)		(2,996	)		(3,378	)		(4,792	)		(5,773	)
		(2,322	)		(3,932	)		(4,531	)		(5,180	)		(6,853	)		(9,112	)

Net income attributable to USPH shareholders	$	1,016		$	8,443		$	10,232		$	14,620		$	11,248		$	23,063

Basic and diluted earnings per share attributable to USPH shareholders	$	0.20		$	0.39		$	0.99		$	0.85		$	1.19		$	1.24

Shares used in computation - basic and diluted		12,796			12,707			12,843			12,767			12,820			12,738

Dividends declared per common share	$	0.32		$	0.27		$	-		$	0.27		$	0.32		$	0.54

	U.S.Physical Therapy, Inc.
	Common Stock					Additional		Retained			Treasury Stock						Total Shareholders’			Non-Controlling
For the three months ended June 30, 2020	Shares			Amount		Paid-In Capital		Earnings			Shares			Amount			Equity			Interests			Total

Balance March 31, 2020		15,059		$	151	$	89,756	$	182,785			(2,215	)	$	(31,628	)	$	241,064		$	1,240		$	242,304
Issuance of restricted stock, net of cancellations		(1	)		-		-		-			-			-			-			-			-
Revaluation of redeemable non-controlling interest, net of tax		-			-		-		2,466			-			-			2,466			-			2,466
Compensation expense - equity-based awards		-			-		1,502		-			-			-			1,502			-			1,502
Distributions to non-controlling interest partners - permanent equity		-			-		-		-			-			-			-			(1,313	)		(1,313	)
Other		-			-		-		(10	)		-			-			(10	)		(28	)		(38	)
Net income attributable to non-controlling interest - permanent equity		-			-		-		-			-			-			-			1,535			1,535
Net income attributable to USPH shareholders		-			-		-		10,232			-			-			10,232			-			10,232
Balance June 30, 2020		15,058		$	151	$	91,258	$	195,473			(2,215	)	$	(31,628	)	$	255,254		$	1,434		$	256,688

	Two months ended February 29,							One month ended March 31,							Three months ended March 31,
	2020		2019		% Change			2020		2019		% Change			2020		2019		% Change
Selected Financial Data:
Net revenues (in thousands) - reported	$	78,193	$	75,901		3.0	%	$	34,524	$	40,330		-14.4	%	$	112,717	$	116,231		-3.0	%
Net revenues (in thousands) - without sold clinics	$	78,193	$	72,232		8.3	%	$	34,524	$	38,314		-9.9	%	$	112,717	$	110,546		2.0	%

Operating Statistics (without sold clinics):
Number of clinics, at the end of period		587		561					567		559					567		559
Working Days		42		42					22		21					64		63
Average visits per day per clinic		27.7		26.5					22.7		27.9					26.2		27.0
Total patient visits		676,328		623,943					294,695		328,288					971,023		952,231
Net patient revenue per visit	$	103.06	$	105.89				$	103.22	$	106.29				$	103.11	$	106.02