Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Transition Report | false | |
Entity File Number | 1-11151 | |
Entity Registrant Name | U S PHYSICAL THERAPY INC /NV | |
Entity Central Index Key | 0000885978 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 76-0364866 | |
Entity Address, Address Line One | 1300 WEST SAM HOUSTON PARKWAY SOUTH | |
Entity Address, Address Line Two | SUITE 300 | |
Entity Address, City or Town | HOUSTON | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77042 | |
City Area Code | 713 | |
Local Phone Number | 297-7000 | |
Title of 12(b) Security | Common Stock, $.01 par value | |
Trading Symbol | USPH | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,004,245 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 48,572 | $ 28,567 |
Patient accounts receivable, less allowance for credit losses of $2,948 and $2,768, respectively | 50,549 | 46,272 |
Accounts receivable - other | 18,915 | 16,144 |
Other current assets | 3,810 | 4,183 |
Total current assets | 121,846 | 95,166 |
Fixed assets: | ||
Furniture and equipment | 60,379 | 58,743 |
Leasehold improvements | 41,038 | 39,194 |
Fixed assets, gross | 101,417 | 97,937 |
Less accumulated depreciation and amortization | 77,188 | 74,958 |
Fixed assets, net | 24,229 | 22,979 |
Operating lease right-of-use assets | 101,274 | 96,427 |
Investment in unconsolidated affiliate | 12,346 | 12,215 |
Goodwill | 442,761 | 434,679 |
Other identifiable intangible assets, net | 92,655 | 86,382 |
Other assets | 1,333 | 1,578 |
Total assets | 796,444 | 749,426 |
Current liabilities: | ||
Accounts payable - trade | 3,793 | 3,268 |
Accounts payable - due to seller of acquired business | 3,203 | 3,203 |
Accrued expenses | 41,246 | 45,705 |
Current portion of operating lease liabilities | 32,083 | 30,475 |
Current portion of term loan and notes payable | 4,780 | 830 |
Total current liabilities | 85,105 | 83,481 |
Notes payable, net of current portion | 4,258 | 3,587 |
Revolving line of credit | 0 | 114,000 |
Term Loan, net of current portion and deferred financing costs | 144,631 | 0 |
Deferred taxes | 19,483 | 14,385 |
Operating lease liabilities, net of current portion | 77,776 | 74,185 |
Other long-term liabilities | 4,858 | 7,345 |
Total liabilities | 336,111 | 296,983 |
Redeemable non-controlling interest - temporary equity | 151,400 | 155,262 |
Commitments and Contingencies | ||
U.S. Physical Therapy, Inc. ("USPH") shareholders' equity: | ||
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $.01 par value, 20,000,000 shares authorized, 15,218,982 and 15,126,160 shares issued, respectively | 152 | 151 |
Additional paid-in capital | 106,801 | 102,688 |
Accumulated other comprehensive loss | (395) | 0 |
Retained earnings | 232,247 | 224,395 |
Treasury stock at cost, 2,214,737 shares | (31,628) | (31,628) |
Total USPH shareholders' equity | 307,177 | 295,606 |
Non-controlling interest - permanent equity | 1,756 | 1,575 |
Total USPH shareholders' equity and non-controlling interest - permanent equity | 308,933 | 297,181 |
Total liabilities, redeemable non-controlling interest, USPH shareholders' equity and non-controlling interest - permanent equity | $ 796,444 | $ 749,426 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Allowance for credit losses, patient accounts receivable | $ 2,948 | $ 2,768 |
U.S. Physical Therapy, Inc. ("USPH") shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 15,218,982 | 15,126,160 |
Treasury stock (in shares) | 2,214,737 | 2,214,737 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues [Abstract] | ||||
Net revenue | $ 140,656 | $ 126,928 | $ 272,360 | $ 239,296 |
Operating cost: | ||||
Salaries and related costs | 79,939 | 68,866 | 155,088 | 132,681 |
Rent, supplies, contract labor and other | 28,345 | 22,394 | 57,007 | 43,851 |
Provision for credit losses | 1,551 | 1,364 | 2,856 | 2,564 |
Total operating cost | 109,835 | 92,624 | 214,951 | 179,096 |
Gross profit | 30,821 | 34,304 | 57,409 | 60,200 |
Corporate office costs | 10,741 | 12,074 | 22,297 | 22,948 |
Operating income | 20,080 | 22,230 | 35,112 | 37,252 |
Other income and expense | ||||
Equity in earnings of unconsolidated affiliate | 340 | 0 | 679 | 0 |
Interest and other income, net | 679 | 46 | 725 | 100 |
Loss on revaluation of put-right liability | (617) | 0 | (14) | 0 |
Interest expense - debt and other | (987) | (237) | (1,527) | (483) |
Total other income and expense | (585) | (191) | (137) | (383) |
Income before taxes | 19,495 | 22,039 | 34,975 | 36,869 |
Provision for income taxes | 4,239 | 4,567 | 7,737 | 7,511 |
Net income | 15,256 | 17,472 | 27,238 | 29,358 |
Less: net income attributable to non-controlling interest: | ||||
Redeemable non-controlling interest - temporary equity | (2,626) | (3,611) | (5,183) | (6,064) |
Non-controlling interest - permanent equity | (1,435) | (1,425) | (2,061) | (2,685) |
Net income attributable to non-controlling interest | (4,061) | (5,036) | (7,244) | (8,749) |
Net income attributable to USPH shareholders | $ 11,195 | $ 12,436 | $ 19,994 | $ 20,609 |
Basic earnings per share attributable to USPH shareholders (in dollars per share) | $ 0.87 | $ 0.82 | $ 1.55 | $ 1.03 |
Diluted earnings per share attributable to USPH shareholders (in dollars per share) | $ 0.87 | $ 0.82 | $ 1.55 | $ 1.03 |
Shares used in computation - basic (in shares) | 12,998 | 12,902 | 12,968 | 12,886 |
Shares used in computation - diluted (in shares) | 12,998 | 12,902 | 12,968 | 12,886 |
Dividends declared per common share (in dollars per share) | $ 0.41 | $ 0.35 | $ 0.82 | $ 0.70 |
Net Patient Revenue [Member] | ||||
Revenues [Abstract] | ||||
Net revenue | $ 118,196 | $ 113,238 | $ 227,734 | $ 212,492 |
Other Revenue [Member] | ||||
Revenues [Abstract] | ||||
Net revenue | $ 22,460 | $ 13,690 | $ 44,626 | $ 26,804 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | ||||
Net income | $ 15,256 | $ 17,472 | $ 27,238 | $ 29,358 |
Other comprehensive loss | ||||
Unrealized loss on cash flow hedge | (531) | 0 | (531) | 0 |
Tax effect at statutory rate (federal and state) of 25.55% | 136 | 0 | 136 | 0 |
Comprehensive income | 14,861 | 17,472 | 26,843 | 29,358 |
Comprehensive income attributable to non-controlling interest | (4,061) | (5,036) | (7,244) | (8,749) |
Comprehensive income attributable to USPH shareholders | $ 10,800 | $ 12,436 | $ 19,599 | $ 20,609 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Other comprehensive loss | ||
Federal statutory income tax rate | 25.55% | 25.55% |
State statutory income tax rate | 25.55% | 25.55% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net income including non-controlling interest and earnings from unconsolidated affiliates, net | $ 27,238 | $ 29,358 |
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||
Depreciation and amortization | 7,298 | 5,484 |
Provision for credit losses | 2,856 | 2,564 |
Equity-based awards compensation expense | 3,660 | 3,405 |
Deferred income taxes | 4,307 | 3,160 |
Loss on revaluation of put-right liability | 14 | 0 |
(Gain) loss on sale of clinics and fixed assets | (614) | 106 |
Earnings in unconsolidated affiliate | (679) | 0 |
Changes in operating assets and liabilities: | ||
Increase in patient accounts receivable | (7,459) | (5,325) |
(Increase) decrease in accounts receivable - other | (2,862) | 129 |
(Increase) decrease in other assets | 230 | (255) |
Decrease in accounts payable and accrued expenses | (3,891) | (3,672) |
(Decrease) increase in other long-term liabilities | (2,587) | 602 |
Net cash provided by operating activities | 27,511 | 35,556 |
INVESTING ACTIVITIES | ||
Purchase of fixed assets | (4,569) | (3,301) |
Purchase of majority interest in businesses, net of cash acquired | (11,799) | (20,402) |
Purchase of redeemable non-controlling interest, temporary equity | (8,648) | (9,536) |
Purchase of non-controlling interest, permanent equity | (156) | 0 |
Proceeds on sales of partnership interest, clinics and fixed assets | 740 | (168) |
Distributions from unconsolidated affiliate | 548 | 0 |
Proceeds on sales of redeemable non-controlling interest-temporary | 344 | 32 |
Net cash used in investing activities | (23,540) | (33,375) |
FINANCING ACTIVITIES | ||
Distributions to non-controlling interest, permanent and temporary equity | (7,202) | (9,398) |
Cash dividends paid to shareholders | (10,659) | (9,028) |
Proceeds from revolving line of credit | 61,000 | 128,000 |
Proceeds from term loan | 150,000 | 0 |
Payments on revolving line of credit | (175,000) | (106,000) |
Principal payments on notes payable | (338) | (4,207) |
(Payment) receipt of Medicare Accelerated and Advance Funds | 0 | (14,054) |
Payment of deferred financing costs | (1,779) | 0 |
Other | 12 | 7 |
Net cash used in financing activities | 16,034 | (14,680) |
Net decrease in cash and cash equivalents | 20,005 | (12,499) |
Cash and cash equivalents - beginning of period | 28,567 | 32,918 |
Cash and cash equivalents - end of period | 48,572 | 20,419 |
Cash paid during the period for: | ||
Income taxes | 4,524 | 6,967 |
Interest paid | 1,319 | 741 |
Non-cash investing and financing transactions during the period: | ||
Purchase of businesses - seller financing portion | 374 | 550 |
Purchase of businesses - contingent consideration | 0 | 1,000 |
Notes payable related to purchase of redeemable non-controlling interest, temporary equity | 948 | 0 |
Notes payable due to purchase of non-controlling interest, permanent equity | 296 | 0 |
Notes receivable related to sale of partnership interest | 0 | 287 |
Notes receivable related to sale of partnership interest - redeemable non-controlling interest | $ 1,476 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Shareholders' Equity [Member] | Non-Controlling Interests [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 151 | $ 95,622 | $ 0 | $ 212,015 | $ (31,628) | $ 276,160 | $ 1,470 | $ 277,630 |
Beginning balance (in shares) at Dec. 31, 2020 | 15,065 | (2,215) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock, net of cancellations | $ 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted stock, net of cancellations (in shares) | 56 | 0 | ||||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | 0 | (7,310) | $ 0 | (7,310) | 0 | (7,310) |
Compensation expense - equity-based awards | 0 | 3,403 | 0 | 0 | 0 | 3,403 | 0 | 3,403 |
Dividends payable to USPH shareholders | 0 | 0 | 0 | (9,028) | 0 | (9,028) | 0 | (9,028) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | (3,182) | (3,182) |
Short swing profit settlement | 0 | 13 | 0 | 0 | 0 | 13 | 0 | 13 |
Other | 0 | 1 | 0 | 0 | 0 | 1 | (10) | (9) |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | 2,685 | 2,685 |
Net income attributable to USPH shareholders | 0 | 0 | 0 | 20,609 | 0 | 20,609 | 0 | 20,609 |
Ending balance at Jun. 30, 2021 | $ 151 | 99,039 | 0 | 216,286 | $ (31,628) | 283,848 | 963 | 284,811 |
Ending balance (in shares) at Jun. 30, 2021 | 15,121 | (2,215) | ||||||
Beginning balance at Mar. 31, 2021 | $ 151 | 97,286 | 0 | 210,375 | $ (31,628) | 276,184 | 1,057 | 277,241 |
Beginning balance (in shares) at Mar. 31, 2021 | 15,111 | (2,215) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock, net of cancellations | $ 0 | 0 | 0 | 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted stock, net of cancellations (in shares) | 10 | 0 | ||||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | 0 | (1,897) | $ 0 | (1,897) | 0 | (1,897) |
Revaluation of redeemable non-controlling interest, net of tax (in shares) | 0 | 0 | ||||||
Compensation expense - equity-based awards | $ 0 | 1,754 | 0 | 0 | $ 0 | 1,754 | 0 | 1,754 |
Dividends payable to USPH shareholders | 0 | 0 | 0 | (4,514) | 0 | (4,514) | 0 | (4,514) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | (1,510) | (1,510) |
Other | 0 | (1) | 0 | (114) | 0 | (115) | (9) | (124) |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | 1,425 | 1,425 |
Net income attributable to USPH shareholders | 0 | 0 | 0 | 12,436 | 0 | 12,436 | 0 | 12,436 |
Ending balance at Jun. 30, 2021 | $ 151 | 99,039 | 0 | 216,286 | $ (31,628) | 283,848 | 963 | 284,811 |
Ending balance (in shares) at Jun. 30, 2021 | 15,121 | (2,215) | ||||||
Beginning balance at Dec. 31, 2021 | $ 151 | 102,688 | 0 | 224,395 | $ (31,628) | 295,606 | 1,575 | 297,181 |
Beginning balance (in shares) at Dec. 31, 2021 | 15,126 | (2,215) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock, net of cancellations | $ 1 | 0 | 0 | 0 | $ 0 | 1 | 0 | 1 |
Issuance of restricted stock, net of cancellations (in shares) | 93 | 0 | ||||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | 0 | 3 | $ 0 | 3 | 0 | 3 |
Compensation expense - equity-based awards | 0 | 3,660 | 0 | 0 | 0 | 3,660 | 0 | 3,660 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 707 | 0 | 0 | 0 | 707 | 0 | 707 |
Purchase of partnership interests - non-controlling interest | 0 | (265) | 0 | 0 | 0 | (265) | (95) | (360) |
Dividends payable to USPH shareholders | 0 | 0 | 0 | (10,659) | 0 | (10,659) | 0 | (10,659) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | (2,471) | (2,471) |
Deferred taxes related to redeemable non-controlling interest - temporary equity | 0 | 0 | 0 | (1,486) | 0 | (1,486) | 0 | (1,486) |
Other | 0 | 11 | 0 | 0 | 0 | 11 | 686 | 697 |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | 2,061 | 2,061 |
Net income attributable to USPH shareholders | 0 | 0 | 0 | 19,994 | 0 | 19,994 | 0 | 19,994 |
Other comprehensive loss | 0 | 0 | (395) | 0 | 0 | (395) | 0 | (395) |
Ending balance at Jun. 30, 2022 | $ 152 | 106,801 | (395) | 232,247 | $ (31,628) | 307,177 | 1,756 | 308,933 |
Ending balance (in shares) at Jun. 30, 2022 | 15,219 | (2,215) | ||||||
Beginning balance at Mar. 31, 2022 | $ 151 | 105,205 | 0 | 227,243 | $ (31,628) | 300,971 | 1,245 | 302,216 |
Beginning balance (in shares) at Mar. 31, 2022 | 15,206 | (2,215) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of restricted stock, net of cancellations | $ 1 | 0 | 0 | 0 | $ 0 | 1 | 0 | 1 |
Issuance of restricted stock, net of cancellations (in shares) | 13 | 0 | ||||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | 0 | 116 | $ 0 | 116 | 0 | 116 |
Revaluation of redeemable non-controlling interest, net of tax (in shares) | 0 | 0 | ||||||
Compensation expense - equity-based awards | $ 0 | 1,814 | 0 | 0 | $ 0 | 1,814 | 0 | 1,814 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 1 | 0 | 0 | 0 | 1 | 0 | 1 |
Purchase of partnership interests - non-controlling interest | 0 | (219) | 0 | 0 | 0 | (219) | 239 | 20 |
Dividends payable to USPH shareholders | 0 | 0 | 0 | (5,332) | 0 | (5,332) | 0 | (5,332) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | (1,163) | (1,163) |
Deferred taxes related to redeemable non-controlling interest - temporary equity | 0 | 0 | 0 | (1,486) | 0 | (1,486) | 0 | (1,486) |
Other | 0 | 0 | 0 | 511 | 0 | 511 | 0 | 511 |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 0 | 1,435 | 1,435 |
Net income attributable to USPH shareholders | 0 | 0 | 0 | 11,195 | 0 | 11,195 | 0 | 11,195 |
Other comprehensive loss | 0 | 0 | (395) | 0 | 0 | (395) | 0 | (395) |
Ending balance at Jun. 30, 2022 | $ 152 | $ 106,801 | $ (395) | $ 232,247 | $ (31,628) | $ 307,177 | $ 1,756 | $ 308,933 |
Ending balance (in shares) at Jun. 30, 2022 | 15,219 | (2,215) |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements include the accounts of U.S. Physical Therapy, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated. The Company operates its business through reportable business segments. The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. The Company’s physical therapy 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 the industrial injury prevention services segment include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments. During the 2021 year and the six months ended June 30, 2022, the Company completed the acquisitions of four multi-clinic practices and two industrial injury prevention businesses as detailed below. Acquisition Date Acquired Clinics March 2022 Acquisition March 31, 2022 70 % 6 December 2021 Acquisition December 31, 2021 75 % 3 November 2021 Acquisition November 30, 2021 70 % IIPS* September 2021 Acquisition September 30, 2021 100 % IIPS* June 2021 Acquisition June 30, 2021 65 % 8 March 2021 Acquisition March 31, 2021 70 % 6 * Industrial injury prevention services business As of June 30 June 30 During the six months ended June 30, 2022, the Company closed three clinics and sold five clinics. Physical Therapy Operations The physical therapy operations segment The Company continues to seek to attract for employment physical therapists who have established relationships with physicians and other referral sources, by offering these therapists a competitive salary and incentives based on the profitability of the clinic that they manage. For multi-site clinic practices in which a controlling interest is acquired by the Company, the prior owners typically continue as employees to manage the clinic operations, retain a non-controlling ownership interest in the clinics and receive a competitive salary for managing the clinic operations. In addition, the Company has developed satellite clinic facilities as part of existing Clinic Partnerships and Wholly-Owned Facilities, with the result that a substantial number of Clinic Partnerships and Wholly-Owned Facilities operate more than one clinic location. Clinic Partnerships For non-acquired Clinic Partnerships, the earnings and liabilities attributable to the non-controlling interests, typically owned by the managing therapist, directly or indirectly, are recorded within the balance sheets as non-controlling interest – permanent equity and within the income statements as net income attributable to non-controlling interest – permanent equity . For acquired Clinic Partnerships with redeemable non-controlling interest, the earnings attributable to the redeemable non-controlling interest are recorded within the consolidated statements of income line item – net income attributable to non-controlling interest – redeemable non-controlling interest – temporary equity redeemable non-controlling interest – temporary equity . Wholly-Owned Facilities For Wholly-Owned Facilities with profit sharing arrangements, an appropriate accrual is recorded for the amount of profit sharing due to the profit sharing therapists. The amount is expensed as compensation and included in operating cost – salaries and related costs. The respective liability is included in current liabilities – accrued expenses on the balance sheets. Industrial Injury Prevention Services Services provided in the industrial injury prevention services segment include onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post offer employment testing, functional capacity evaluations, 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. The Company performs these services through Industrial Sports Medicine Professionals, consisting of both physical therapists and certified athletic trainers. Basis of Presentation The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions for Form -Q. However, the statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. Management believes this report contains all necessary adjustments (consisting only of normal recurring adjustments) to present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. For further information regarding the Company’s accounting policies, please read the audited financial statements included in the Company’s Annual Report on Form -K for the year ended filed with the Securities and Exchange Commission on . The Company believes, and the Chief Executive Officer and Chief Financial Officer have certified, that the financial statements included in this report present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the interim periods presented. Operating results for the and six months ended June 30 , are not necessarily indicative of the results the Company expects for the entire year. In addition to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1, 2022, see Item 1A in Part II of this report. Impact of COVID Medicare Accelerated and Advance Payment Program (“MAAPP Funds”) On March 27, 2020, in response to the COVID-19 pandemic, the federal government approved the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act provided waivers, reimbursement, grants and other funds to assist health care providers during the COVID-19 pandemic, including $100.0 billion in appropriations for the Public Health and Social Services Emergency Fund, also referred to as the Provider Relief Fund, to be used for preventing, preparing, and responding to the coronavirus, and for reimbursing eligible health care providers for lost revenues and health care related expenses that are attributable to COVID-19. The CARES Act allowed for qualified healthcare providers to receive advanced payments under the MAAPP Funds during the COVID pandemic. Under this program, healthcare providers could choose to receive advanced payments for future Medicare services provided. The Company applied for and received approval from Centers for Medicare & Medicaid Services (“CMS”) in April 2020. The Company recorded the $14.1 million in advance payments received as a liability. During the three months ended March 31, 2021, the Company repaid the MAAPP Funds of rather than applying them to future services performed Significant Accounting Policies Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related on deposits in excess of FDIC insurance coverage. Management believes that the risk is not significant. Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment range from three three three The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances which indicate that the amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company did t note an impairment to long-lived assets during the months ended June 30 . Goodwill Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain identifiable intangible assets. Historically, goodwill has been derived from acquisitions and, prior to , from the purchase of some or all of a particular local management’s equity interest in an existing clinic. Effective , if the purchase price of a non-controlling interest by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Goodwill and other indefinite-lived intangible assets are not amortized but are instead subject to periodic impairment evaluations. The fair value of goodwill and other identifiable intangible assets with indefinite lives are evaluated for impairment at least annually and upon the occurrence of certain events or conditions and are written down to fair value if considered impaired. These events or conditions include but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company evaluates indefinite lived tradenames in conjunction with its annual goodwill impairment test. The Company has a two operating segment business which is made up of various clinics within partnerships, and an industrial injury prevention services business. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining the Company’s reporting units when performing its annual goodwill impairment test. In 2021 and 2020, there were regions. In addition to the regions, the impairment analysis included a separate analysis for the industrial injury prevention services business, as a separate reporting unit. As part of the impairment analysis, the Company is required to assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit. The evaluation of goodwill in and did not result in any goodwill amounts that were deemed impaired. As part of the annual assessment, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of the reporting units were reduced below their carrying value as of December 31, 2021. As a result of the assessment, the Company determined that it was not more likely than not that goodwill and tradenames of the reporting units were impaired as of December 31, 2021. The Company will continue to monitor for any triggering events or other indicators of impairment. Redeemable Non-Controlling Interest The non-controlling interests that are reflected as redeemable non-controlling interest in the consolidated financial statements consist of those that the owners and the Company have certain redemption rights, whether currently exercisable or not, and which currently, or in the future, require that the Company purchase or the owner sell the non-controlling interest held by the owner, if certain conditions are met. The purchase price is derived at a predetermined formula based on a multiple of trailing twelve months earnings performance as defined in the respective limited partnership agreements. The redemption rights can be triggered by the owner or the Company at such time as both of the following events have occurred: 1) termination of the owner’s employment, regardless of the reason for such termination, and 2) the passage of specified number of years after the closing of the transaction, typically three On the date the Company acquires a controlling interest in a partnership, and the limited partnership agreement for such partnership contains redemption rights not under the control of the Company, the fair value of the non-controlling interest is recorded in the consolidated balance sheet under the caption – Redeemable non-controlling interest – temporary equity. Then, in each reporting period thereafter until it is purchased by the Company, the redeemable non-controlling interest is adjusted to the greater of its then current redemption value or initial carrying value, based on the predetermined formula defined in the respective limited partnership agreement. As a result, the value of the non-controlling interest is not adjusted below its initial carrying value. The Company records any adjustments in the redemption value, net of tax, directly to retained earnings and the adjustments are not reflected in the consolidated statements of income. Although the adjustments are not reflected in the consolidated statements of income, current accounting rules require that the Company reflects the adjustments, net of tax, in the earnings per share calculation. The amount of net income attributable to redeemable non-controlling interest owners is included in consolidated net income on the face of the consolidated statements of net income. Management believes the redemption value (i.e. the carrying amount) and fair value are the same. Non-Controlling Interest The Company recognizes non-controlling interest, in which the Company has no obligation but the right to purchase the non-controlling interest, as permanent equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interest is included in consolidated net income on the face of the statements of net income. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling equity investment on the deconsolidation date. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Additionally, operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner. Revenue Recognition Revenues are recognized in the period in which services are rendered. See Note 3- Revenue Recognition, for further discussion of revenue recognition. Provision for Credit Losses T he Company determines provisions for credit losses based on the specific agings and payor classifications at each clinic. The provision for credit losses is included in operating cost in the consolidated statements of net income. Net accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and provisions for credit losses, includes only those amounts the Company estimates to be collectible Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount to be recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The CARES Act includes changes to certain tax law related to net operating losses and the deductibility of interest expense and depreciation. ASC 740 Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation had no effect on the Company’s deferred income taxes and current income taxes payable during the and six months ended June 30, 2022 The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the and six months ended Fair Value of Financial Instruments Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and Level 3 – Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions. The carrying amounts reported in the balance sheets for cash and cash equivalents, contingent earn-out payments, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount of the debt under the Third Amended and Restated Credit Agreement (defined as “Credit Agreement” in Note 9) approximates the fair value. The interest rate on the debt under the Third Amended and Restated Amended Credit Agreement is tied to the Secured Overnight Financing Rate (“SOFR”) . The redeemable non-controlling interest included on the consolidated balance sheets and the put right associated with the potential future purchase of the separate company in the November 2021 acquisition (as described in Note 2) are both marked to fair value on a recurring basis using Level 3 inputs. The redemption value of redeemable non-controlling interests approximates the fair value. The put right associated with the potential future purchase of the separate company in the November 2021 acquisition is determined using a Monte Carlo simulation model utilizing unobservable inputs such as asset volatility and discount rates. The unobservable inputs in the valuation include asset volatility of 25% and a discount rate of 10.49%. See Note 5 for the changes in the fair value of redeemable non-controlling interest. The put right increased $0.6 million for the three months ended June 30, 2022 and was valued at $3.5 million on June 30, 2022. The valuations of the Company’s interest rate derivatives are measured as the present value of all expected future cash flows based on SOFR-based yield curves. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparty which is a Level 2 fair value measurement. The carrying and fair value of the Company’s interest rate derivative as of June 30, 2022, was $0.5 million, which is included in current liabilities in the Company’s consolidated balance sheet. See Note 10 for changes in the fair value of the interest rate swap Segment Reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in determining the allocation of resources and in assessing performance. The Company currently operates through segments: physical therapy operations and industrial injury prevention services. Use of Estimates I n preparing the Company’s consolidated financial statements, management makes certain estimates and assumptions, especially in relation to, but not limited to, goodwill impairment, tradenames and other intangible assets, allocations of purchase price, provision for credit losses, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results may differ from these estimates Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with an insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through June 30, 2022. Restricted Stock Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four first Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption was permitted. The Company adopted this pronouncement as of January 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. As part of this update, convertible instruments are to be included in diluted earnings per share using the if-converted method, rather than the treasury stock method. Further, contracts which can be settled in cash or shares, excluding liability-classified share-based payment awards, are to be included in diluted earnings per share on an if-converted basis if the effect is dilutive, regardless of whether the entity or the counterparty can choose between cash and share settlement. The share-settlement presumption may not be rebutted based on past experience or a stated policy. This pronouncement was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021.The Board specified that an entity should adopt the guidance at the beginning of its annual fiscal year. The Company adopted this pronouncement as of January 1, 2022. The use of either the modified retrospective or fully retrospective method of transition is permitted. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. Recently Issued Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The new guidance was effective upon issuance, and the Company has elected to apply the amendments prospectively through December 31, 2022. Borrowings under the Third Amended and Restated Credit Agreement bear interest based on SOFR. The interest rate applicable to the Third Amended and Restated Credit Agreement is tied to SOFR. |
ACQUISITIONS OF BUSINESSES
ACQUISITIONS OF BUSINESSES | 6 Months Ended |
Jun. 30, 2022 | |
ACQUISITIONS OF BUSINESSES [Abstract] | |
ACQUISITIONS OF BUSINESSES | 2. ACQUISITIONS OF BUSINESSES On March 31, 2022, the Company acquired a 70% interest in a six-clinic physical therapy practice. The practice’s owners retained 30% of the equity interests. The purchase price for the 70% equity interest was approximately $11.5 million, of which $11.2 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 3.5% per annum and the principal and interest are payable on March 31, 2024. The purchase price for the 2022 acquisition has been preliminarily allocated as follows (in thousands): Physical Therapy Operations Cash paid, net of cash acquired $ 11,799 Seller notes 374 Contingent payments 100 Total consideration $ 12,273 Estimated fair value of net tangible assets acquired: Total current assets $ 466 Total non-current assets 2,655 Total liabilities (2,664 ) Net tangible assets acquired 457 Customer and referral relationships 3,742 Non-compete agreements 247 Tradenames 659 Goodwill 12,114 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (4,946 ) $ 12,273 On December 31, 2021, the Company acquired a 75% interest in a three-clinic physical therapy practice with the practice founder retaining 25%. The purchase price for the 75% interest was approximately $3.6 million, of which $3.4 million was paid in cash and $0.2 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest are payable on December 31, 2023. On November 30, 2021, the Company acquired an approximate 70% interest in a leading provider of industrial injury prevention services. The previous owners retained the remaining interest. The purchase price for the approximate 70% equity interest, not inclusive of a $2.0 million contingent payment, was approximately $65.2 million of which $60.7 million was paid in cash and $1.0 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on November 30, 2023. As part of the transaction, the Company also agreed to the potential future purchase of a separate company under the same ownership that provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area. The current owners have the right to put this transaction to the Company in approximately five years, with such right having an initial fair value of $3.5 million value on December 31, 2021, as reflected on the Company’s consolidated balance sheet in Other long-term liabilities. The value of this right will be adjusted in future periods, as appropriate, with any change in value reflected in the Company’s consolidated statement of income. The Company does not currently possess any of the controlling interests in this separate company, does not control this company through contract or governance rights and currently does not exercise significant influence over this separate company. Due to these reasons, and based on current accounting guidance, the Company did not consolidate the separate company through the variable interest or voting interest model. On June 30, 2022, the fair value of this put right was $3.5 million. The increase was reflected in the consolidated statement of income in the line item Loss on revaluation of put-right liability . On September 30, 2021, the Company acquired a company that specializes in return-to-work and ergonomic services, among other offerings. The Company acquired the company’s assets at a purchase price of approximately $3.3 million (which includes the obligation to pay an amount up to $0.6 million in contingent payment consideration in conjunction with the acquisition if specified future operational objectives are met) and contributed those assets to the industrial injury services business. The initial purchase price, not inclusive of the $0.6 million contingent payment, was approximately $2.7 million, of which $2.4 million was paid in cash, and $0.3 million is in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest are payable on September 30, 2023. On June 30, 2021, the Company acquired a 65% interest in an eight-clinic physical therapy with the previous owners retaining 35%. The purchase price was approximately $10.7 million, of which $8.6 million was paid in cash, $1.0 million was payable based on the achievement of certain business criteria and $0.3 million is in the form of a note payable. The business criteria were met and accordingly $1.0 million was paid in July 2022. The note accrues interest at 3.25% per annum and the principal and interest are payable on June 30, 2023. Additionally, the Company has an obligation to pay an additional amount up to $0.8 million in contingent payment consideration in conjunction with the acquisition if specified future operational objectives are met. The Company recorded acquisition-date fair value of this contingent liability based on the likelihood of the contingent earn-out payment. The earn-out payment will subsequently be remeasured to fair value each reporting date. On March 31, 2021, the Company acquired a 70% interest in a five-clinic physical therapy practice with the previous owners retaining 30%. When acquired, the practice was developing a sixth clinic which has been completed. The purchase price for the 70% interest was approximately $11.6 million, of which $11.3 million was paid in cash and $0.3 million is in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest are payable on March 31, 2023. The purchase price for the 2021 acquisitions has been preliminarily allocated as follows (in thousands): Physical Therapy IIPS* Operations Total Cash paid, net of cash acquired $ 63,193 $ 23,544 $ 86,737 Seller notes 1,250 800 2,050 Contingent payments 2,520 837 3,357 Other payable - 1,000 1,000 Seller put right 3,522 - 3,522 Total consideration $ 70,485 $ 26,181 $ 96,666 Estimated fair value of net tangible assets acquired: Total current assets $ 5,588 $ 1,891 $ 7,479 Total non-current assets 12,620 7,014 19,634 Total liabilities (4,842 ) (8,399 ) (13,241 ) Net tangible assets acquired $ 13,366 $ 506 $ 13,872 Customer and referral relationships 21,127 7,969 29,096 Non-compete agreements 500 415 915 Tradenames 5,141 2,144 7,285 Goodwill 58,257 27,103 85,360 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (27,906 ) (11,956 ) (39,862 ) $ 70,485 $ 26,181 $ 96,666 * Industrial injusry prevention services 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 2022 and 2021 acquisitions, a majority of total current assets primarily represents accounts receivable. Total non-current assets are fixed assets and equipment used in the practice. The purchase prices plus the fair value of the non-controlling interests for the acquisitions in 2021 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. For the acquisitions in 2021, the values assigned to the customer and referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For customer and referral relationships, the weighted-average amortization period w at the end of the year. 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 2022 and 2021 have not been included, as the results, individually and in the aggregate, were not material to current operations. The purchase price plus the fair value of the non-controlling interest for the acquisitions in 2022 and those acquired after June 30, 2021 was allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. tradenames, 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 on June 30, 2022 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. The purchase price allocation for the March 2021 and the June 2021 Acquisitions have been finalized. The Company continues to evaluate the components for the purchase price allocations for other acquisitions in 2021. For the acquisitions in 2022, the values assigned to the customer and referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 12.0 years. For non-compete agreements, the weighted-average amortization period is 5.0 years. The values assigned to tradenames are tested annually for impairment. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2022 | |
REVENUE RECOGNITION [Abstract] | |
REVENUE RECOGNITION | 3 . REVENUE RECOGNITION Categories Revenues are recognized in the period in which services are rendered. Net patient revenue consists of revenue 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 revenue (patient revenue less estimated contractual adjustments) is 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. Management contract revenue, which is included in other revenue in the consolidated statements of net income, is 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, revenue is 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. Revenue from the industrial injury prevention services segment, which is included in other revenue in the consolidated statements of net income, is 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 services segment is recognized when obligations under the terms of the contract are satisfied. Revenue is 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 revenue includes services the Company provides on-site, such as schools, for physical or occupational therapy services, and fees from athletic 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 liability over the period of the agreement and recognized at the point in time, when the services are performed. The Company determines credit losses based on the specific agings and payor classifications at each clinic. The provision for credit losses is included in clinic operating cost in the statements of net income. Patient accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and provision for credit losses, 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 Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net patient revenue $ 118,196 $ 113,238 $ 227,734 $ 212,492 Other revenue 898 918 1,770 1,464 Physical therapy operations $ 119,094 $ 114,156 $ 229,504 $ 213,956 Management contract revenue 2,125 2,739 4,351 5,297 Industrial injury prevention services revenue 19,437 10,033 38,505 20,043 $ 140,656 $ 126,928 $ 272,360 $ 239,296 Medicare Reimbursement The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”). For services provided in 2017 through 2019, a increase was applied to the fee schedule payment rates before applying the mandatory budget neutrality adjustment. For services provided in 2020 through 2025 adjustment is expected to be applied each year to the fee schedule payment rates, before applying the mandatory budget neutrality adjustment. In the 2020 MPFS Final Rule, the Centers for Medicare and Medicaid Services (“CMS”) revised coding, documentation guidelines, and increased the code values for office/outpatient evaluation and management (“E/M”) codes and cuts to other codes to maintain budget neutrality of the MPFS beginning in 2021. Under the 2021 MPFS Final Rule, CMS increased the values for the E/M office visit codes and made cuts to other specialty codes to maintain budget neutrality. As a result, CMS projected a 9% decrease in fee schedule payment rates for therapy services set to take effect in 2021. However, Congress intervened with passage of the Consolidated Appropriations Act, 2021 and reimbur decrease in the aggregate in payment from Medicare in calendar year 2021 as compared to 2020 In the 2022 MPFS Final Rule published on November 2, 2021, there was to be an approximately 3.75% reduction to Medicare payments for physical/occupational therapy services. This was due to the expiration of the additional funding to the conversion factor provided by Congress in 2021 under the Consolidated Appropriations Act, 2021. However, this reduction was addressed in the Protecting Medicare and American Farmers from Sequester Cuts Act (“2021 Act”) signed into law on December 10, 2021. Based on various provisions in the 2021 Act, the Company now estimates that the Medicare rate reduction for the full year of 2022 will be approximately 0.75%. The 2021 Act did not address the 15% reduction in Medicare payments for services performed by a physical or occupational therapist assistant, which began on January 1, 2022. In the 2023 MPFS Proposed Rule published on July 7, 2022, CMS proposed a 4.4% reduction in the Physician Fee Schedule conversion factor. In addition, the Consolidated Appropriations Act, 2021 included a reduction in Medicare payment rates of approximately 3% in 2024. These payment reductions are expected to take effect unless regulatory or Congressional action results in modifications to such rates as has occurred in 2021 and 2022. The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next and requires automatic reductions in federal spending by approximately $ trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a cap. On April 1, 2013, a reduction to Medicare payments was implemented. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, extended the reductions to Medicare payments through fiscal year 2025. The Bipartisan Budget Act of 2018, enacted on February 9, 2018, extends the reductions to Medicare payments through fiscal year 2027. payment reduction to Medicare payments for dates of service from May 1, 2020, through December 31, 2020. The Consolidated Appropriations Act, 2021 further suspended the payment reduction until March 31, 2021. On April 14, 2021, additional legislation was enacted that waived the payment reduction for the remainder of calendar 2021 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. Therapists eligible to participate in MIPS include only those therapists who are enrolled with Medicare as private practice providers, and does not include therapists in facility-based providers, such as our clinics enrolled as certified rehabilitation agencies. Less than of the Company’s therapist providers currently participate in MIPS. Under the MIPS requirements, a 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 payment for the corresponding payment year. The provider’s MIPS performance in 2019 will determine the payment adjustment in 2021. For those therapist providers who actually participated in MIPS during 2019, the resulting average payment adjustment was an increase of . 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 $ threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate $ threshold is applied to the Occupational Therapy. such that those reviews will no longer apply to all claims exceeding the $ threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers appropriate. The Bipartisan Budget Act of 2018 the targeted medical review indefinitely but the threshold to $ 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. 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. In 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%. Medicare claims for outpatient therapy services furnished by therapist assistants on or after January 1, 2020 must include a modifier indicating the service was furnished by a therapist assistant. Outpatient therapy services furnished on or after January 1, 2022, in whole or part by a therapist assistant are 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. The Company believes that the Company is 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 the Company’s financial statements as of June 30, 2022. 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 six months ended June 30, 2022, and 2021, respectively, net patient revenue from Medicare was approximately $74.9 million and $62.1 million, respectively. Given the history of frequent revisions to the Medicare program and its reimbursement rates and rules, the Company may not continue to receive reimbursement rates from Medicare that sufficiently compensate us for the Company’s services or, in some instances, cover the Company’s operating costs. Limits on reimbursement rates or the scope of services being reimbursed could have a material adverse effect on the Company’s revenue, financial condition and results of operations. Additionally, any delay or default by the federal or state governments in making Medicare and/or Medicaid reimbursement payments could materially and, adversely, affect the Company’s business, financial condition and results of operations. 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 to of net revenue. Additionally, analysis of subsequent periods’ contractual write-offs on a payor basis reflects a difference within approximately to 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 to 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 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
EARNINGS PER SHARE [Abstract] | |
EARNINGS PER SHARE | 4. EARNINGS PER SHARE In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Note 5 – 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 Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Computation of earnings per share - USPH shareholders: Net income attributable to USPH shareholders $ 11,195 $ 12,436 $ 19,994 $ 20,609 (Charges) credit to retained earnings: Revaluation of redeemable non-controlling interest 210 (2,549 ) 57 (9,819 ) Tax effect at statutory rate (federal and state) of 25.55 (54 ) 651 (15 ) 2,508 $ 11,351 $ 10,538 $ 20,036 $ 13,298 Earnings per share (basic and diluted) $ 0.87 $ 0.82 $ 1.55 $ 1.03 Shares used in computation: Basic and diluted earnings per share - weighted-average shares 12,998 12,902 12,968 12,886 |
REDEEMABLE NON-CONTROLLING INTE
REDEEMABLE NON-CONTROLLING INTEREST | 6 Months Ended |
Jun. 30, 2022 | |
REDEEMABLE NON-CONTROLLING INTEREST [Abstract] | |
REDEEMABLE NON-CONTROLLING INTEREST | 5. 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. 1. 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. 2. 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. 3. 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 4. 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. 5. 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”). 6. 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 7. 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. 8. 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. 9. The Non-Compete Term commences as of the date of the Acquisition and expires on the later a. Two years after the date an Employed Selling Shareholders’ employment is terminated (if the Selling Shareholder becomes an Employed Selling Shareholder) or b. Five 10. The Non-Compete Agreement applies to a restricted region which is a defined mile radius from the Therapy Practice. That is, an Employed Selling Shareholder is permitted to engage in competing businesses or activities outside the defined mileage (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 defined mileage. 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: 1. Put Right a) 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. b) 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. c) 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. 2. Call Right a) 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. b) 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. 3. 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. 4. The Purchase Price for the initial equity interest purchased by the Company is, in almost all cases, 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. 5. 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 or the Call Right is exercised. 6. 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. ProgressiveHealth Acquisition On November 30, 2021, the Company acquired a majority interest in ProgressiveHealth Companies, LLC (“Progressive”), which owns a majority interest in certain subsidiaries (“Progressive Subsidiaries”) that operate in the industrial injury prevention and therapy services businesses. The Progressive transaction was completed in a series of steps which are described below. 1. Prior to the acquisition, the Progressive Subsidiaries were owned by a legal entity (“Progressive Parent”) controlled by its individual owners (the “Progressive Selling Shareholders”), who work in and manage the Progressive business. 2. In conjunction with the acquisition, the Selling Shareholders caused the Progressive Parent to transfer its ownership of the Progressive Subsidiaries into a newly-formed limited liability company (“Progressive NewCo”), in exchange for one hundred percent (100%) of the membership interests in NewCo. Therefore, in this step, NewCo became wholly-owned by the Selling Shareholders. 3. The Company entered into an agreement (the “Progressive Purchase Agreement”) to acquire from the Selling Shareholders a majority of the membership interest in NewCo. The consideration for the acquisition is primarily payable in the form of cash at closing, a relatively small portion paid in cash after the closing contingent on certain performance criteria, and a small note in lieu of an escrow (the “Progressive Purchase Price”). 4. The Company and the Selling Shareholders also executed an operating agreement (the “Progressive Operating Agreement”) for NewCo that sets forth the rights and obligations of the members of NewCo. 5. As noted above, the Company did not purchase 100% of the membership interests in NewCo and the Selling Shareholders retained a portion of the membership interest in NewCo (“Progressive Selling Shareholders’ Interest”). 6. The Company and the Selling Shareholders executed a non-compete agreement (the “Progressive Non-Compete Agreement”) which restricts the Selling Shareholders from competing for a specified period of time (the “Progressive Non-Compete Term”). 7. The Non-Compete Term commences as of the date of the Acquisition and expires on the later a. Two years after the date a Selling Shareholder no longer is involved in the management of NewCo or b. Seven years from the date of the acquisition. 8. The Non-Compete Agreement applies to the entire United States. 9. The Put Right (as defined below) and the Call Right (as defined below) do not have an expiration date. The Operating Agreement contains provisions for the redemption of the Selling Shareholder’s Interest, either at the option of the Company (the “Progressive Call Right”) or at the option of the Selling Shareholder (the “Progressive Put Right”) as follows: 1. Put Right a. Each of the Selling Shareholders has the right to sell 30% of their respective residual interests on each of the 4th and 5th anniversaries of the acquisition closing, and then 10% on each of the 6th and 7th anniversaries b. In the event that any Selling Shareholder terminates his management relationship with NewCo for any reason on or after the seventh anniversary of the Closing Date, the Selling Shareholder has the Put Right, and upon the exercise of the Put Right, the Selling Shareholder’s Interest shall be redeemed by the Company at the purchase price described in “3” below. 2. Call Right a. If any Selling Shareholder’s ceases to perform management services on behalf of NewCo, the Company thereafter shall have an irrevocable right to purchase from such Selling Shareholder his Interest, in each case at the purchase price described in “3” below. 3. 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. 4. 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. 5. The Put Right and the Call Right do not have an expiration date. Neither the Operating Agreement nor the Non-Compete Agreement contain any provision to escrow or “claw back” the equity interest in NewCo held by the Selling Shareholders, in the event of a breach of the operating agreement or non-compete terms, or the management services agreement pursuant to which the Selling Shareholders perform services on behalf of NewCo. The Company’s only recourse against the Selling Shareholder for breach of any of these agreements is to seek damages and other legal remedies under such agreements. There are no conditions in any of the arrangements with a Selling Shareholder that would result in a forfeiture of the equity interest in NewCo held by a Selling Shareholder. 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. For the dates indicated, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interest (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Beginning balance $ 158,008 $ 138,924 $ 155,262 $ 132,340 Operating results allocated to redeemable non-controlling interest partners 2,626 3,611 5,183 6,064 Distributions to redeemable non-controlling interest partners (2,328 ) (2,622 ) (4,731 ) (6,216 ) Changes in the fair value of redeemable non-controlling interest (210 ) 2,549 (57 ) 9,819 Purchases of redeemable non-controlling interest (7,138 ) (4,707 ) (9,596 ) (9,536 ) Acquired interest - 5,556 4,946 10,719 Sales of redeemable non-controlling interest - temporary equity 2,187 - 2,187 319 Notes receivable related to sales of redeemable non-controlling interest - temporary equity (1,843 ) - (1,843 ) (287 ) Adjustments in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity 98 26 49 115 Ending balance $ 151,400 $ 143,337 $ 151,400 $ 143,337 The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interest (in thousands): Six Months Ended June 30, 2022 June 30, 2021 Contractual time period has lapsed but holder’s employment has not terminated $ 73,204 $ 73,915 Contractual time period has not lapsed and holder’s employment has not terminated 78,196 69,422 Holder’s employment has terminated and contractual time period has expired - - Holder’s employment has terminated and contractual time period has not expired - - $ 151,400 $ 143,337 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2022 | |
GOODWILL [Abstract] | |
GOODWILL | 6. GOODWILL The changes in the carrying amount of goodwill consisted of the following (in thousands): Six Months Ended Year Ended June 30, 2022 December 31, 2021 Beginning balance $ 434,679 $ 345,646 Goodwill acquired 12,114 89,746 Goodwill adjustments for purchase price allocation of businesses acquired in prior year (4,032 ) (713 ) Ending balance $ 442,761 $ 434,679 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS, NET [Abstract] | |
INTANGIBLE ASSETS, NET | 7. INTANGIBLE ASSETS, NET Intangible assets, net as of June and December consisted of the following (in s): June 30, 2022 December 31, 2021 Tradenames $ 39,838 $ 38,790 Customer and referral relationships, net of accumulated amortization of $ 20,772 17,762 51,047 45,643 Non-compete agreements, net of accumulated amortization of $ 6,717 6,450 1,770 1,949 $ 92,655 $ 86,382 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 five The following table details the amount of amortization expense recorded for intangible assets for the months ended June and (in s): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Customer and referral relationships $ 1,339 $ 778 $ 3,011 $ 1,561 Non-compete agreements 120 138 267 177 $ 1,459 $ 916 $ 3,278 $ 1,738 Based on the balance of referral relationships and non-compete agreements as of June 30, 2022, the expected amount to be amortized in 2022 and thereafter by year is as follows (in thousands) Customer and Referral Relationships Non-Compete Agreements Years Annual Amount Years Annual Amount Ending December 31, Ending December 31, 2022 (excluding the six months ended June 30 2022 $ 2,745 2022 (excluding the six months ended June 30 2022 $ 267 2023 $ 5,393 2023 $ 477 2024 $ 5,228 2024 $ 421 2025 $ 5,084 2025 $ 355 2026 $ 4,616 2026 $ 216 Thereafter $ 27,981 Thereafter $ 34 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES Accrued expenses as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Salaries and related costs $ 19,524 $ 23,569 Credit balances due to patients and payors 7,875 6,649 Group health insurance claims 2,038 1,984 Closure costs 285 498 Federal taxes payable 1,754 2,716 Contingent payments related to acquisition 1,000 1,000 Settlement of a legal matter - 2,750 Other 8,770 6,539 Total $ 41,246 $ 45,705 In January 2022, to avoid the legal fees and discovery costs in defending a legal matter and the uncertainty of protracted litigation, the Company entered into a settlement agreement. The Company admitted no liability or wrongdoing. Under the terms of the settlement, the Company agreed to make payments which amounted to , of which was recorded as an expense in |
NOTES PAYABLE AND AMENDED CREDI
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT | 6 Months Ended |
Jun. 30, 2022 | |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract] | |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT | 9. NOTES PAYABLE AND AMENDED CREDIT AGREEMENT Effective December the Company entered into an Amended and Restated Credit Agreement with a commitment for a revolving credit facility. This agreement was amended and/or restated in August January March November January and (hereafter referred to as (“Amended Credit Agreement”). On June the Company entered into the Amended and Restated Credit Agreement (the “Credit Agreement”) among Bank of America, N.A., as administrative agent (“Administrative Agent”) and the lenders from time-to-time party thereto. Amounts outstanding under the Amended Credit Agreement and Credit Agreement (as defined above) and notes payable as of June and December consisted of the following (in s): June December Principal Amount Unamortized discount and debt issuance cost Net Debt Principal Amount Unamortized discount and debt issuance cost Net Debt Revolving Facilitiy $ - $ - $ - $ 114,000 $ - $ 114,000 Term Facility 150,000 2,027 147,973 - - - Other Debt 5,696 - 5,696 4,417 - 4,417 Total Debt $ 155,696 $ 2,027 $ 153,669 $ 118,417 $ - $ 118,417 Less: Current portion of long-term debt 5,188 408 $ 4,780 830 - 830 Total long-term debt, net of current portion $ 150,508 $ 1,619 $ 148,889 $ 117,587 $ - $ 117,587 The Credit Agreement, which matures on June 17, 2027 provides for loans in an aggregate principal amount of . Such loans were made available through the following facilities (collectively, the “Senior Credit Facilities”): 1) Revolving Facility: , , revolving credit facility (“Revolving Facility”), which includes a sublimit for the issuance of standby letters of credit and a sublimit for swingline loans (each, a “Swingline Loan”). 2) Term Facility: term loan facility (the “Term Facility”). The Term Facility amortizes in quarterly installments of: (a) in each of the years, (b) in the and year, and (c) in the year of the Credit Agreement. The remaining outstanding principal balance of all term loans is due on the maturity date. The proceeds of the Revolving Facility shall be used by the Company for working capital and other general corporate purposes of the Company and its subsidiaries, including to fund future acquisitions and invest in growth opportunities. The proceeds of the Term Facility were used by the Company to refinance the indebtedness outstanding under the Amended Credit Agreement, to pay fees and expenses incurred in connection with the transactions involving the loan facilities, for working capital and other general corporate purposes of the Company and its subsidiaries. The Company is permitted to increase the Revolving Facility and/or add or more tranches of term loans in an aggregate amount not to exceed the sum of (i) plus (ii) an unlimited additional amount, provided that (in the case of clause (ii)), after giving effect to such increases, the pro forma Consolidated Leverage Ratio (as defined in the Credit Agreement) would not exceed : and the aggregate amount of all incremental increases under the Revolving Facility does not exceed The interest rates per annum applicable to the Senior Credit Facilities (other than in respect of Swingline Loans) will be Term SOFR (as defined in the Credit Agreement) plus an applicable margin or, at the option of the Company, an alternate base rate plus an applicable margin. Each Swingline Loan shall bear interest at the base rate plus the applicable margin. The applicable margin for Term SOFR borrowings ranges from to 2.25%, and the applicable margin for alternate base rate borrowings ranges from 0.50% to , in each case, based on the Consolidated Leverage Ratio of the Company and its subsidiaries. Interest is payable at the end of the selected interest period but no less frequently than quarterly and on the date of maturity. The Company will also pay to the Administrative Agent, for the account of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its outstanding credit exposure under the Revolving Facility (“unused fee”). Such unused fee will range between and per annum and is also based on the Consolidated Leverage Ratio of the Company and its subsidiaries. The Company may prepay and/or repay the revolving loans and the term loans, and/or terminate the revolving loan commitments, in whole or in part, at any time without premium or penalty, subject to certain conditions. The Credit Agreement contains customary covenants limiting, among other things, the incurrence of additional indebtedness, the creation of liens, mergers, consolidations, liquidations and dissolutions, sales of assets, dividends and other payments in respect of equity interests, acquisitions, investments, loans and guarantees, subject, in each case, to customary exceptions, thresholds and baskets. The Credit Agreement includes certain financial covenants which include the Consolidated Fixed Charge Coverage Ratio, and the Consolidated Leverage Ratio, as defined in the Credit Agreement. The Credit Agreement also contains customary events of default. The Company’s obligations under the Credit Agreement are guaranteed by its wholly-owned material domestic subsidiaries (each, a “Guarantor”), and the obligations of the Company and any Guarantors are secured by a perfected priority security interest in substantially all of the existing and future personal property of the Company and each Guarantor, subject to certain exceptions. As of June was outstanding on the Senior Credit Facilities, resulting in of availability. As of June the Company was in compliance with all of the covenants contained in the Credit Agreement. The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchasing of non-controlling interests. In conjunction with these transactions in and the Company entered into notes payable in the aggregate amount of of which an aggregate principal payment of is due in is due in Interest accrues in the range of to per annum and is payable with each principal installment. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
DERIVATIVE INSTRUMENTS | 10. DERIVATIVE INSTRUMENTS The Company is exposed to certain market risks during the ordinary course of business due to adverse changes in interest rates. The exposure to interest rate risk primarily results from the Company’s variable-rate borrowing. The Company may elect to use derivative financial instruments to manage risks from fluctuations in interest rates. The Company does not purchase or hold derivatives for trading or speculative purposes. Fluctuations in interest rates can be volatile and the Company’s risk management activities do not eliminate these risks. Interest Rate Swap In May 2022, the Company entered into an interest rate swap agreement, effective on June 30, 2022, with Bank of America, N.A, which has a $150 million notional value, and a maturity date of June 30, 2027. Beginning in July 2022, the Company receives 1-month SOFR, and pays a fixed rate of interest of 2.815% on 1-month SOFR on a quarterly basis. The total interest rate in any period will also include an applicable margin based on the Company’s consolidated leverage ratio. In connection with the swap, no cash was exchanged between the Company and the counterparty. The Company designated its interest rate swap as a cash flow hedge and structured it to be highly effective. Consequently, unrealized gains and losses related to the fair value of the interest rate swap are recorded to accumulated other comprehensive income (loss), net of tax. The impacts of the Company’s derivative instruments on the accompanying Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2022 are presented in the table below (in thousands): Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Unrealized loss on cash flow hedge (531 ) - (531 ) - Tax effect at statutory rate (federal and state) of 25.55 136 - 136 - Other Comprehensive loss $ (395 ) $ - $ (395 ) $ - The valuations of the Company’s interest rate derivatives are measured as the present value of all expected future cash flows based on SOFR-based yield curves. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparty which is a Level 2 fair value measurement. The carrying and fair value of the Company’s interest rate derivatives (included in current liabilities) were as follows: June 30, 2022 June 30, 2021 Interest rate swap $ (531 ) $ - |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
LEASES [Abstract] | |
LEASES | 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 the 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 term 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. For the three and six months ended June 30, 2022, the components of lease expense were as follows (in thousands): Three Months Ended Six Months Ended June 30 , June 30 , June 30 , 2022 June 30 , 2021 Operating lease cost $ 8,700 $ 7,895 $ 17,104 $ 15,624 Short-term lease cost 259 361 580 729 Variable lease cost 1,994 1,628 3,926 3,239 Total lease cost * $ 10,953 $ 9,884 $ 21,610 $ 19,592 * 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 Six Months Ended June 30, 2022 June 30, 2021 June 30 2022 June 30 2021 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $ 8,940 $ 8,258 $ 17,557 $ 16,370 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ 15,595 $ 12,976 $ 21,606 $ 20,873 The aggregate future lease payments for operating leases as of June 30, 2022 were as follows (in thousands): Fiscal Year Amount 2022 June 30 2022 $ 17,829 2023 31,725 2024 25,292 2025 18,060 2026 11,613 2027 11,135 Total lease payments $ 115,654 Less: imputed interest 5,795 Total operating lease liabilities $ 109,859 Average lease terms and discount rates were as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30 2022 June 30 2021 Weighted-average remaining lease term - Operating leases 4.19 Years 4.11 Years 4.19 4.11 Weighted-average discount rate - Operating leases 2.48 % 3.0 % 2.48 % 3.0 % |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | 12. SEGMENT INFORMATION The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. Also 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. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net operating revenue: Physical therapy operations $ 121,219 $ 116,895 $ 233,855 $ 219,253 Industrial injury prevention services 19,437 10,033 38,505 20,043 Total Company $ 140,656 $ 126,928 $ 272,360 $ 239,296 Gross profit: Physical therapy operations $ 26,698 $ 31,761 $ 49,135 $ 54,935 Industrial injury prevention services 4,123 2,543 8,274 5,265 Gross profit $ 30,821 $ 34,304 $ 57,409 $ 60,200 Total Assets: Physical therapy operations $ 414,172 $ 545,449 Industrial injury prevention services 382,272 203,977 Total Company $ 796,444 $ 749,426 |
INVESTMENT IN UNCONSOLIDATED AF
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 6 Months Ended |
Jun. 30, 2022 | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE [Abstract] | |
INVESTMENT IN UNCONSOLIDATED AFFILIATE | 13. INVESTMENT IN UNCONSOLIDATED AFFILIATE Through one of the subsidiaries, the Company has a 49% joint venture interest in a company which provides physical therapy services for patients at hospitals. Since the Company is deemed to not have a controlling interest in the joint venture, the Company’s investment is accounted for using the equity method of accounting. The investment balance of this joint venture as of June 30, 2022, is $12.3 million. For the six months ended June 30, 2022, the earnings amounted to$679 thousand and $548 thousand was distributed to the Company. |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2022 | |
COMMON STOCK [Abstract] | |
COMMON STOCK | 14. 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 no expiration date for the share repurchase program. There are currently an additional estimated 137,363 shares (based on the closing price of $109.20 on June 30, 2022) 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 purchase any shares of its common stock during the three and six months ended June 30, 2022. |
RECLASSIFICATION OF PRIOR PERIO
RECLASSIFICATION OF PRIOR PERIOD PRESENTATION | 6 Months Ended |
Jun. 30, 2022 | |
RECLASSIFICATION OF PRIOR PERIOD PRESENTATION [Abstract] | |
RECLASSIFICATION OF PRIOR PERIOD PRESENTATION | 15. RECLASSIFICATION OF PRIOR PERIOD PRESENTATION Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Cash Equivalents | Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related on deposits in excess of FDIC insurance coverage. Management believes that the risk is not significant. |
Long-Lived Assets | Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment range from three three three The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances which indicate that the amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company did t note an impairment to long-lived assets during the months ended June 30 . |
Goodwill | Goodwill Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain identifiable intangible assets. Historically, goodwill has been derived from acquisitions and, prior to , from the purchase of some or all of a particular local management’s equity interest in an existing clinic. Effective , if the purchase price of a non-controlling interest by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Goodwill and other indefinite-lived intangible assets are not amortized but are instead subject to periodic impairment evaluations. The fair value of goodwill and other identifiable intangible assets with indefinite lives are evaluated for impairment at least annually and upon the occurrence of certain events or conditions and are written down to fair value if considered impaired. These events or conditions include but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company evaluates indefinite lived tradenames in conjunction with its annual goodwill impairment test. The Company has a two operating segment business which is made up of various clinics within partnerships, and an industrial injury prevention services business. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining the Company’s reporting units when performing its annual goodwill impairment test. In 2021 and 2020, there were regions. In addition to the regions, the impairment analysis included a separate analysis for the industrial injury prevention services business, as a separate reporting unit. As part of the impairment analysis, the Company is required to assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit. The evaluation of goodwill in and did not result in any goodwill amounts that were deemed impaired. As part of the annual assessment, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of the reporting units were reduced below their carrying value as of December 31, 2021. As a result of the assessment, the Company determined that it was not more likely than not that goodwill and tradenames of the reporting units were impaired as of December 31, 2021. The Company will continue to monitor for any triggering events or other indicators of impairment. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest The non-controlling interests that are reflected as redeemable non-controlling interest in the consolidated financial statements consist of those that the owners and the Company have certain redemption rights, whether currently exercisable or not, and which currently, or in the future, require that the Company purchase or the owner sell the non-controlling interest held by the owner, if certain conditions are met. The purchase price is derived at a predetermined formula based on a multiple of trailing twelve months earnings performance as defined in the respective limited partnership agreements. The redemption rights can be triggered by the owner or the Company at such time as both of the following events have occurred: 1) termination of the owner’s employment, regardless of the reason for such termination, and 2) the passage of specified number of years after the closing of the transaction, typically three On the date the Company acquires a controlling interest in a partnership, and the limited partnership agreement for such partnership contains redemption rights not under the control of the Company, the fair value of the non-controlling interest is recorded in the consolidated balance sheet under the caption – Redeemable non-controlling interest – temporary equity. Then, in each reporting period thereafter until it is purchased by the Company, the redeemable non-controlling interest is adjusted to the greater of its then current redemption value or initial carrying value, based on the predetermined formula defined in the respective limited partnership agreement. As a result, the value of the non-controlling interest is not adjusted below its initial carrying value. The Company records any adjustments in the redemption value, net of tax, directly to retained earnings and the adjustments are not reflected in the consolidated statements of income. Although the adjustments are not reflected in the consolidated statements of income, current accounting rules require that the Company reflects the adjustments, net of tax, in the earnings per share calculation. The amount of net income attributable to redeemable non-controlling interest owners is included in consolidated net income on the face of the consolidated statements of net income. Management believes the redemption value (i.e. the carrying amount) and fair value are the same. |
Non-Controlling Interests | Non-Controlling Interest The Company recognizes non-controlling interest, in which the Company has no obligation but the right to purchase the non-controlling interest, as permanent equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interest is included in consolidated net income on the face of the statements of net income. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling equity investment on the deconsolidation date. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Additionally, operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner. |
Revenue Recognition | Revenue Recognition Revenues are recognized in the period in which services are rendered. See Note 3- Revenue Recognition, for further discussion of revenue recognition. |
Provision for Credit Losses | Provision for Credit Losses T he Company determines provisions for credit losses based on the specific agings and payor classifications at each clinic. The provision for credit losses is included in operating cost in the consolidated statements of net income. Net accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs and provisions for credit losses, includes only those amounts the Company estimates to be collectible |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount to be recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The CARES Act includes changes to certain tax law related to net operating losses and the deductibility of interest expense and depreciation. ASC 740 Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation had no effect on the Company’s deferred income taxes and current income taxes payable during the and six months ended June 30, 2022 The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the and six months ended |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a fair value hierarchy has been established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities; Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable; and Level 3 – Unobservable inputs in which there is little or no market data which require the reporting entity to develop its own assumptions. The carrying amounts reported in the balance sheets for cash and cash equivalents, contingent earn-out payments, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount of the debt under the Third Amended and Restated Credit Agreement (defined as “Credit Agreement” in Note 9) approximates the fair value. The interest rate on the debt under the Third Amended and Restated Amended Credit Agreement is tied to the Secured Overnight Financing Rate (“SOFR”) . The redeemable non-controlling interest included on the consolidated balance sheets and the put right associated with the potential future purchase of the separate company in the November 2021 acquisition (as described in Note 2) are both marked to fair value on a recurring basis using Level 3 inputs. The redemption value of redeemable non-controlling interests approximates the fair value. The put right associated with the potential future purchase of the separate company in the November 2021 acquisition is determined using a Monte Carlo simulation model utilizing unobservable inputs such as asset volatility and discount rates. The unobservable inputs in the valuation include asset volatility of 25% and a discount rate of 10.49%. See Note 5 for the changes in the fair value of redeemable non-controlling interest. The put right increased $0.6 million for the three months ended June 30, 2022 and was valued at $3.5 million on June 30, 2022. The valuations of the Company’s interest rate derivatives are measured as the present value of all expected future cash flows based on SOFR-based yield curves. The present value calculation uses discount rates that have been adjusted to reflect the credit quality of the Company and its counterparty which is a Level 2 fair value measurement. The carrying and fair value of the Company’s interest rate derivative as of June 30, 2022, was $0.5 million, which is included in current liabilities in the Company’s consolidated balance sheet. See Note 10 for changes in the fair value of the interest rate swap |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in determining the allocation of resources and in assessing performance. The Company currently operates through segments: physical therapy operations and industrial injury prevention services. |
Use of Estimates | Use of Estimates I n preparing the Company’s consolidated financial statements, management makes certain estimates and assumptions, especially in relation to, but not limited to, goodwill impairment, tradenames and other intangible assets, allocations of purchase price, provision for credit losses, tax provision and contractual allowances, that affect the amounts reported in the consolidated financial statements and related disclosures. Actual results may differ from these estimates |
Self-Insurance Program | Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with an insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through June 30, 2022. |
Restricted Stock | Restricted Stock Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four first |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption was permitted. The Company adopted this pronouncement as of January 1, 2021. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. As part of this update, convertible instruments are to be included in diluted earnings per share using the if-converted method, rather than the treasury stock method. Further, contracts which can be settled in cash or shares, excluding liability-classified share-based payment awards, are to be included in diluted earnings per share on an if-converted basis if the effect is dilutive, regardless of whether the entity or the counterparty can choose between cash and share settlement. The share-settlement presumption may not be rebutted based on past experience or a stated policy. This pronouncement was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021.The Board specified that an entity should adopt the guidance at the beginning of its annual fiscal year. The Company adopted this pronouncement as of January 1, 2022. The use of either the modified retrospective or fully retrospective method of transition is permitted. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. Recently Issued Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The new guidance was effective upon issuance, and the Company has elected to apply the amendments prospectively through December 31, 2022. Borrowings under the Third Amended and Restated Credit Agreement bear interest based on SOFR. The interest rate applicable to the Third Amended and Restated Credit Agreement is tied to SOFR. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Acquisitions Within Physical Therapy Operations Segment | During the 2021 year and the six months ended June 30, 2022, the Company completed the acquisitions of four multi-clinic practices and two industrial injury prevention businesses as detailed below. Acquisition Date Acquired Clinics March 2022 Acquisition March 31, 2022 70 % 6 December 2021 Acquisition December 31, 2021 75 % 3 November 2021 Acquisition November 30, 2021 70 % IIPS* September 2021 Acquisition September 30, 2021 100 % IIPS* June 2021 Acquisition June 30, 2021 65 % 8 March 2021 Acquisition March 31, 2021 70 % 6 * Industrial injury prevention services business |
ACQUISITIONS OF BUSINESSES (Tab
ACQUISITIONS OF BUSINESSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
ACQUISITIONS OF BUSINESSES [Abstract] | |
Preliminary Purchase Prices Allocation | The purchase price for the 2022 acquisition has been preliminarily allocated as follows (in thousands): Physical Therapy Operations Cash paid, net of cash acquired $ 11,799 Seller notes 374 Contingent payments 100 Total consideration $ 12,273 Estimated fair value of net tangible assets acquired: Total current assets $ 466 Total non-current assets 2,655 Total liabilities (2,664 ) Net tangible assets acquired 457 Customer and referral relationships 3,742 Non-compete agreements 247 Tradenames 659 Goodwill 12,114 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (4,946 ) $ 12,273 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
REVENUE RECOGNITION [Abstract] | |
Disaggregation of Revenue, Categories | The following table details the revenue related to the various categories (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net patient revenue $ 118,196 $ 113,238 $ 227,734 $ 212,492 Other revenue 898 918 1,770 1,464 Physical therapy operations $ 119,094 $ 114,156 $ 229,504 $ 213,956 Management contract revenue 2,125 2,739 4,351 5,297 Industrial injury prevention services revenue 19,437 10,033 38,505 20,043 $ 140,656 $ 126,928 $ 272,360 $ 239,296 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
EARNINGS PER SHARE [Abstract] | |
Computations of Basic and Diluted Earnings Per Share | In accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Note 5 – 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 Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Computation of earnings per share - USPH shareholders: Net income attributable to USPH shareholders $ 11,195 $ 12,436 $ 19,994 $ 20,609 (Charges) credit to retained earnings: Revaluation of redeemable non-controlling interest 210 (2,549 ) 57 (9,819 ) Tax effect at statutory rate (federal and state) of 25.55 (54 ) 651 (15 ) 2,508 $ 11,351 $ 10,538 $ 20,036 $ 13,298 Earnings per share (basic and diluted) $ 0.87 $ 0.82 $ 1.55 $ 1.03 Shares used in computation: Basic and diluted earnings per share - weighted-average shares 12,998 12,902 12,968 12,886 |
REDEEMABLE NON-CONTROLLING IN_2
REDEEMABLE NON-CONTROLLING INTEREST (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
REDEEMABLE NON-CONTROLLING INTEREST [Abstract] | |
Changes in Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest | For the dates indicated, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interest (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Beginning balance $ 158,008 $ 138,924 $ 155,262 $ 132,340 Operating results allocated to redeemable non-controlling interest partners 2,626 3,611 5,183 6,064 Distributions to redeemable non-controlling interest partners (2,328 ) (2,622 ) (4,731 ) (6,216 ) Changes in the fair value of redeemable non-controlling interest (210 ) 2,549 (57 ) 9,819 Purchases of redeemable non-controlling interest (7,138 ) (4,707 ) (9,596 ) (9,536 ) Acquired interest - 5,556 4,946 10,719 Sales of redeemable non-controlling interest - temporary equity 2,187 - 2,187 319 Notes receivable related to sales of redeemable non-controlling interest - temporary equity (1,843 ) - (1,843 ) (287 ) Adjustments in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity 98 26 49 115 Ending balance $ 151,400 $ 143,337 $ 151,400 $ 143,337 |
Carrying Amount of (Fair Value) Redeemable Non-Controlling Interest | The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interest (in thousands): Six Months Ended June 30, 2022 June 30, 2021 Contractual time period has lapsed but holder’s employment has not terminated $ 73,204 $ 73,915 Contractual time period has not lapsed and holder’s employment has not terminated 78,196 69,422 Holder’s employment has terminated and contractual time period has expired - - Holder’s employment has terminated and contractual time period has not expired - - $ 151,400 $ 143,337 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
GOODWILL [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill consisted of the following (in thousands): Six Months Ended Year Ended June 30, 2022 December 31, 2021 Beginning balance $ 434,679 $ 345,646 Goodwill acquired 12,114 89,746 Goodwill adjustments for purchase price allocation of businesses acquired in prior year (4,032 ) (713 ) Ending balance $ 442,761 $ 434,679 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INTANGIBLE ASSETS, NET [Abstract] | |
Intangible Assets, Net | Intangible assets, net as of June and December consisted of the following (in s): June 30, 2022 December 31, 2021 Tradenames $ 39,838 $ 38,790 Customer and referral relationships, net of accumulated amortization of $ 20,772 17,762 51,047 45,643 Non-compete agreements, net of accumulated amortization of $ 6,717 6,450 1,770 1,949 $ 92,655 $ 86,382 |
Amortization Expenses | The following table details the amount of amortization expense recorded for intangible assets for the months ended June and (in s): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Customer and referral relationships $ 1,339 $ 778 $ 3,011 $ 1,561 Non-compete agreements 120 138 267 177 $ 1,459 $ 916 $ 3,278 $ 1,738 |
Amortization of Customer and Referral Relationships and Non Competition Agreements | Based on the balance of referral relationships and non-compete agreements as of June 30, 2022, the expected amount to be amortized in 2022 and thereafter by year is as follows (in thousands) Customer and Referral Relationships Non-Compete Agreements Years Annual Amount Years Annual Amount Ending December 31, Ending December 31, 2022 (excluding the six months ended June 30 2022 $ 2,745 2022 (excluding the six months ended June 30 2022 $ 267 2023 $ 5,393 2023 $ 477 2024 $ 5,228 2024 $ 421 2025 $ 5,084 2025 $ 355 2026 $ 4,616 2026 $ 216 Thereafter $ 27,981 Thereafter $ 34 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
ACCRUED EXPENSES [Abstract] | |
Accrued Expenses | Accrued expenses as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Salaries and related costs $ 19,524 $ 23,569 Credit balances due to patients and payors 7,875 6,649 Group health insurance claims 2,038 1,984 Closure costs 285 498 Federal taxes payable 1,754 2,716 Contingent payments related to acquisition 1,000 1,000 Settlement of a legal matter - 2,750 Other 8,770 6,539 Total $ 41,246 $ 45,705 |
NOTES PAYABLE AND AMENDED CRE_2
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT [Abstract] | |
Credit Agreement and Notes Payable | Amounts outstanding under the Amended Credit Agreement and Credit Agreement (as defined above) and notes payable as of June and December consisted of the following (in s): June December Principal Amount Unamortized discount and debt issuance cost Net Debt Principal Amount Unamortized discount and debt issuance cost Net Debt Revolving Facilitiy $ - $ - $ - $ 114,000 $ - $ 114,000 Term Facility 150,000 2,027 147,973 - - - Other Debt 5,696 - 5,696 4,417 - 4,417 Total Debt $ 155,696 $ 2,027 $ 153,669 $ 118,417 $ - $ 118,417 Less: Current portion of long-term debt 5,188 408 $ 4,780 830 - 830 Total long-term debt, net of current portion $ 150,508 $ 1,619 $ 148,889 $ 117,587 $ - $ 117,587 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
Impacts of Derivative Instruments on Consolidated Statements of Comprehensive Income | The impacts of the Company’s derivative instruments on the accompanying Consolidated Statements of Comprehensive Income for the three months and six months ended June 30, 2022 are presented in the table below (in thousands): Three Months Ended For the Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Unrealized loss on cash flow hedge (531 ) - (531 ) - Tax effect at statutory rate (federal and state) of 25.55 136 - 136 - Other Comprehensive loss $ (395 ) $ - $ (395 ) $ - |
Carrying and Fair Value of Interest Rate Derivatives | The carrying and fair value of the Company’s interest rate derivatives (included in current liabilities) were as follows: June 30, 2022 June 30, 2021 Interest rate swap $ (531 ) $ - |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
LEASES [Abstract] | |
Components of Lease Expense | For the three and six months ended June 30, 2022, the components of lease expense were as follows (in thousands): Three Months Ended Six Months Ended June 30 , June 30 , June 30 , 2022 June 30 , 2021 Operating lease cost $ 8,700 $ 7,895 $ 17,104 $ 15,624 Short-term lease cost 259 361 580 729 Variable lease cost 1,994 1,628 3,926 3,239 Total lease cost * $ 10,953 $ 9,884 $ 21,610 $ 19,592 * |
Supplemental Information Related to Leases | Supplemental information related to leases was as follows (in thousands): Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30 2022 June 30 2021 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $ 8,940 $ 8,258 $ 17,557 $ 16,370 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ 15,595 $ 12,976 $ 21,606 $ 20,873 |
Future Lease Payments for Operating Leases | The aggregate future lease payments for operating leases as of June 30, 2022 were as follows (in thousands): Fiscal Year Amount 2022 June 30 2022 $ 17,829 2023 31,725 2024 25,292 2025 18,060 2026 11,613 2027 11,135 Total lease payments $ 115,654 Less: imputed interest 5,795 Total operating lease liabilities $ 109,859 |
Average Lease Terms and Discount Rates | Average lease terms and discount rates were as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30 2022 June 30 2021 Weighted-average remaining lease term - Operating leases 4.19 Years 4.11 Years 4.19 4.11 Weighted-average discount rate - Operating leases 2.48 % 3.0 % 2.48 % 3.0 % |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SEGMENT INFORMATION [Abstract] | |
Selected Financial Data for Reportable Segments | The following table summarizes selected financial data for the Company’s reportable segments. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net operating revenue: Physical therapy operations $ 121,219 $ 116,895 $ 233,855 $ 219,253 Industrial injury prevention services 19,437 10,033 38,505 20,043 Total Company $ 140,656 $ 126,928 $ 272,360 $ 239,296 Gross profit: Physical therapy operations $ 26,698 $ 31,761 $ 49,135 $ 54,935 Industrial injury prevention services 4,123 2,543 8,274 5,265 Gross profit $ 30,821 $ 34,304 $ 57,409 $ 60,200 Total Assets: Physical therapy operations $ 414,172 $ 545,449 Industrial injury prevention services 382,272 203,977 Total Company $ 796,444 $ 749,426 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2022 USD ($) Clinic | Jun. 30, 2021 Clinic | Mar. 31, 2021 Clinic | Jun. 30, 2022 USD ($) Location Clinic Facility State | Jun. 30, 2022 USD ($) Clinic Segment State Location | Jun. 30, 2021 USD ($) Region | Jun. 30, 2020 Region | Dec. 31, 2021 Clinic | Nov. 30, 2021 | Apr. 30, 2020 USD ($) | ||
Basis of Presentation [Abstract] | |||||||||||
Number of reportable segments | Segment | 2 | ||||||||||
Number of businesses acquired | 608 | ||||||||||
Number of states where clinics are operated | State | 39 | 39 | |||||||||
Number of closed clinics | 3 | ||||||||||
Number of sold clinics | 5 | ||||||||||
Percentage of general partnership interest owned | 1% | ||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Impairment of long lived assets to be disposed of | $ | $ 0 | $ 0 | |||||||||
Goodwill [Abstract] | |||||||||||
Number of business segments | Segment | 2 | ||||||||||
Number of regions | Region | 6 | 6 | |||||||||
Income Taxes [Abstract] | |||||||||||
Unrecognized tax benefit | $ | 0 | $ 0 | |||||||||
Accrued interest and penalties associated with any unrecognized tax benefits | $ | 0 | 0 | |||||||||
Interest expense recognized | $ | 0 | 0 | |||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||||
Increase in put right | $ | 600,000 | ||||||||||
Put right value | $ | 3,500,000 | 3,500,000 | |||||||||
Interest rate derivative | $ | $ 500,000 | $ 500,000 | |||||||||
Segment Reporting [Abstract] | |||||||||||
Number of business segments | Segment | 2 | ||||||||||
Volatility [Member] | |||||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||||
Debt instrument, measurement input | 0.25 | 0.25 | |||||||||
Discount Rate [Member] | |||||||||||
Fair Value of Financial Instruments [Abstract] | |||||||||||
Debt instrument, measurement input | 0.1049 | 0.1049 | |||||||||
Medicare Accelerated and Advance Payments Program [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Advance payments | $ | $ 14,100,000 | ||||||||||
Repayment of funds | $ | $ 14,100,000 | ||||||||||
Public Health and Social Services Emergency Fund [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Grants and other funds | $ | $ 100,000,000,000 | $ 100,000,000,000 | |||||||||
CARES Act [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Income from payments | $ | $ 0 | $ 0 | |||||||||
Multi-Clinic Practices [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Number of businesses acquired | 4 | ||||||||||
Clinic Practice [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Percentage of interest acquired | 70% | 65% | 70% | 65% | 75% | 70% | |||||
Number of businesses acquired | 6 | 8 | 5 | 3 | |||||||
IIPS [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Number of businesses acquired | 2 | ||||||||||
March 2022 Acquisition [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Acquisition date | Mar. 31, 2022 | ||||||||||
Percentage of interest acquired | 70% | 70% | |||||||||
Number of businesses acquired | 6 | ||||||||||
December 2021 Acquisition [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Acquisition date | Dec. 31, 2021 | ||||||||||
Percentage of interest acquired | 75% | 75% | |||||||||
Number of businesses acquired | 3 | ||||||||||
November 2021 Acquisition [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Acquisition date | Nov. 30, 2021 | ||||||||||
Percentage of interest acquired | 70% | 70% | |||||||||
Number of businesses acquired | [1] | ||||||||||
September 2021 Acquisition [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Acquisition date | Sep. 30, 2021 | ||||||||||
Percentage of interest acquired | 100% | 100% | |||||||||
Number of businesses acquired | [1] | ||||||||||
June 2021 Acquisition [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Acquisition date | Jun. 30, 2021 | ||||||||||
Percentage of interest acquired | 65% | 65% | |||||||||
Number of businesses acquired | 8 | ||||||||||
March 2021 Acquisition [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Acquisition date | Mar. 31, 2021 | ||||||||||
Percentage of interest acquired | 70% | 70% | |||||||||
Number of businesses acquired | 6 | ||||||||||
Management Contracts [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Number of third party facilities | Facility | 33 | ||||||||||
Employee [Member] | |||||||||||
Restricted Stock [Abstract] | |||||||||||
Period in which restrictions lapse on stock granted | 4 years | ||||||||||
Director [Member] | |||||||||||
Restricted Stock [Abstract] | |||||||||||
Period in which restrictions lapse on stock granted | 1 year | ||||||||||
Officer [Member] | |||||||||||
Restricted Stock [Abstract] | |||||||||||
Period in which restrictions lapse on stock granted | 4 years | ||||||||||
Minimum [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Percentage of limited partnership interest owned | 65% | ||||||||||
Redeemable Non-Controlling Interests [Abstract] | |||||||||||
Redeemable non-controlling interest, redemption rights, commencement period | 3 years | ||||||||||
Minimum [Member] | Furniture & Equipment [Member] | |||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Estimated useful lives | 3 years | ||||||||||
Minimum [Member] | Software [Member] | |||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Estimated useful lives | 3 years | ||||||||||
Minimum [Member] | Leasehold Improvements [Member] | |||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Estimated useful lives | 3 years | ||||||||||
Maximum [Member] | |||||||||||
Basis of Presentation [Abstract] | |||||||||||
Number of operating clinic locations | Location | 1 | 1 | |||||||||
Percentage of limited partnership interest owned | 75% | ||||||||||
Redeemable Non-Controlling Interests [Abstract] | |||||||||||
Redeemable non-controlling interest, redemption rights, commencement period | 5 years | ||||||||||
Maximum [Member] | Furniture & Equipment [Member] | |||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Estimated useful lives | 8 years | ||||||||||
Maximum [Member] | Software [Member] | |||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Estimated useful lives | 7 years | ||||||||||
Maximum [Member] | Leasehold Improvements [Member] | |||||||||||
Long-Lived Assets [Abstract] | |||||||||||
Estimated useful lives | 5 years | ||||||||||
[1]Industrial injury prevention services business |
ACQUISITIONS OF BUSINESSES (Det
ACQUISITIONS OF BUSINESSES (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2022 USD ($) Clinic | Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) Clinic | Mar. 31, 2021 USD ($) Clinic | Jul. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) Clinic | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Clinic | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Clinic | |||||
Business Combination, Description [Abstract] | |||||||||||||||||
Number of clinics | Clinic | 608 | ||||||||||||||||
Cash paid, net of cash acquired | $ 11,799 | $ 20,402 | |||||||||||||||
Customer and Referral Relationships [Member] | |||||||||||||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||||||||
Estimated useful lives of acquired intangibles | 12 years | 13 years 9 months 18 days | |||||||||||||||
Non-compete Agreements [Member] | |||||||||||||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||||||||
Estimated useful lives of acquired intangibles | 5 years | 5 years 7 months 6 days | |||||||||||||||
Physical Therapy Operations [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Contingent payment consideration | $ 837 | $ 837 | 837 | ||||||||||||||
Cash paid, net of cash acquired | 23,544 | ||||||||||||||||
Seller notes | 800 | 800 | 800 | ||||||||||||||
Contingent payments | 837 | 837 | 837 | ||||||||||||||
Other payable | 1,000 | 1,000 | 1,000 | ||||||||||||||
Seller put right | 0 | ||||||||||||||||
Total consideration | 26,181 | 26,181 | 26,181 | ||||||||||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||||||||
Total current assets | 1,891 | 1,891 | 1,891 | ||||||||||||||
Total non-current assets | 7,014 | 7,014 | 7,014 | ||||||||||||||
Total liabilities | (8,399) | (8,399) | (8,399) | ||||||||||||||
Net tangible assets acquired | 506 | 506 | 506 | ||||||||||||||
Customer and referral relationships | 7,969 | 7,969 | 7,969 | ||||||||||||||
Non-compete agreements | 415 | 415 | 415 | ||||||||||||||
Tradenames | 2,144 | 2,144 | 2,144 | ||||||||||||||
Goodwill | 27,103 | 27,103 | 27,103 | ||||||||||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (11,956) | (11,956) | (11,956) | ||||||||||||||
Total consideration | $ 26,181 | $ 26,181 | $ 26,181 | ||||||||||||||
Previous Owners [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Percentage of retained interest by previous owners | 35% | 30% | 35% | 35% | |||||||||||||
Clinic Practice [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Percentage of interest acquired | 70% | 75% | 70% | 65% | 70% | 70% | 65% | 65% | 75% | ||||||||
Number of clinics | Clinic | 6 | 8 | 5 | 3 | |||||||||||||
Percentage of interest retained by practice founder | 30% | 25% | 30% | 25% | |||||||||||||
Aggregate purchase price for the acquisition | $ 11,500 | $ 3,600 | $ 10,700 | $ 11,600 | |||||||||||||
Contingent payment consideration | $ 2,000 | ||||||||||||||||
Cash paid for acquisition | $ 11,200 | $ 3,400 | 8,600 | $ 11,300 | |||||||||||||
Amount payable upon achievement of certain business criteria | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||
Payment made upon certain milestone fulfilled | $ 1,000 | ||||||||||||||||
Percentage of interest accrued | 3.50% | 3.25% | 3.25% | 3.25% | 3.50% | 3.25% | 3.25% | 3.25% | |||||||||
Seller notes | $ 300 | $ 200 | $ 300 | $ 300 | $ 300 | $ 300 | $ 300 | $ 200 | |||||||||
Contingent payments | 2,000 | ||||||||||||||||
Clinic Practice [Member] | Maximum [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Contingent payment consideration | 800 | 800 | 800 | ||||||||||||||
Contingent payments | 800 | 800 | 800 | ||||||||||||||
IIPS [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Number of clinics | Clinic | 2 | ||||||||||||||||
Aggregate purchase price for the acquisition | 65,200 | ||||||||||||||||
Contingent payment consideration | [1] | 2,520 | 2,520 | 2,520 | |||||||||||||
Cash paid for acquisition | $ 60,700 | ||||||||||||||||
Percentage of interest accrued | 3.25% | ||||||||||||||||
Remaining contract term | 5 years | ||||||||||||||||
Initial fair value | $ 3,500 | $ 3,500 | $ 3,500 | $ 3,500 | |||||||||||||
Cash paid, net of cash acquired | [1] | 63,193 | |||||||||||||||
Seller notes | $ 1,000 | 1,250 | [1] | 1,250 | [1] | 1,250 | [1] | ||||||||||
Contingent payments | [1] | 2,520 | 2,520 | 2,520 | |||||||||||||
Other payable | [1] | 0 | 0 | 0 | |||||||||||||
Seller put right | [1] | 3,522 | |||||||||||||||
Total consideration | [1] | 70,485 | 70,485 | 70,485 | |||||||||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||||||||
Total current assets | [1] | 5,588 | 5,588 | 5,588 | |||||||||||||
Total non-current assets | [1] | 12,620 | 12,620 | 12,620 | |||||||||||||
Total liabilities | [1] | (4,842) | (4,842) | (4,842) | |||||||||||||
Net tangible assets acquired | [1] | 13,366 | 13,366 | 13,366 | |||||||||||||
Customer and referral relationships | [1] | 21,127 | 21,127 | 21,127 | |||||||||||||
Non-compete agreements | [1] | 500 | 500 | 500 | |||||||||||||
Tradenames | [1] | 5,141 | 5,141 | 5,141 | |||||||||||||
Goodwill | [1] | 58,257 | 58,257 | 58,257 | |||||||||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | [1] | (27,906) | (27,906) | (27,906) | |||||||||||||
Total consideration | [1] | 70,485 | 70,485 | 70,485 | |||||||||||||
Return-to-work and Ergonomic Services [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Aggregate purchase price for the acquisition | $ 2,700 | ||||||||||||||||
Contingent payment consideration | 600 | ||||||||||||||||
Aggregate purchase price for the acquisition including contingent consideration | 3,300 | ||||||||||||||||
Cash paid for acquisition | $ 2,400 | ||||||||||||||||
Percentage of interest accrued | 3.25% | ||||||||||||||||
Seller notes | $ 300 | ||||||||||||||||
Contingent payments | $ 600 | ||||||||||||||||
Acquisitions [Member] | |||||||||||||||||
Business Combination, Description [Abstract] | |||||||||||||||||
Contingent payment consideration | 3,357 | 100 | 3,357 | 100 | 3,357 | ||||||||||||
Cash paid, net of cash acquired | 86,737 | 11,799 | |||||||||||||||
Seller notes | 2,050 | 374 | 2,050 | 374 | 2,050 | ||||||||||||
Contingent payments | 3,357 | 100 | 3,357 | 100 | 3,357 | ||||||||||||
Other payable | 1,000 | 1,000 | 1,000 | ||||||||||||||
Seller put right | 3,522 | ||||||||||||||||
Total consideration | 96,666 | 12,273 | 96,666 | 12,273 | 96,666 | ||||||||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||||||||||
Total current assets | 7,479 | 466 | 7,479 | 466 | 7,479 | ||||||||||||
Total non-current assets | 19,634 | 2,655 | 19,634 | 2,655 | 19,634 | ||||||||||||
Total liabilities | (13,241) | (2,664) | (13,241) | (2,664) | (13,241) | ||||||||||||
Net tangible assets acquired | 13,872 | 457 | 13,872 | 457 | 13,872 | ||||||||||||
Customer and referral relationships | 29,096 | 3,742 | 29,096 | 3,742 | 29,096 | ||||||||||||
Non-compete agreements | 915 | 247 | 915 | 247 | 915 | ||||||||||||
Tradenames | 7,285 | 659 | 7,285 | 659 | 7,285 | ||||||||||||
Goodwill | 85,360 | 12,114 | 85,360 | 12,114 | 85,360 | ||||||||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (39,862) | (4,946) | (39,862) | (4,946) | (39,862) | ||||||||||||
Total consideration | $ 96,666 | $ 12,273 | $ 96,666 | $ 12,273 | $ 96,666 | ||||||||||||
[1]Industrial injusry prevention services |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||||||||
Apr. 14, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2024 | Dec. 31, 2022 | Jul. 07, 2022 | Dec. 31, 2021 | Dec. 10, 2021 | Nov. 02, 2021 | Feb. 09, 2018 | Nov. 02, 2015 | Apr. 01, 2013 | |
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||||||||||||||
Revenue related to the various categories | $ 140,656,000 | $ 126,928,000 | $ 272,360,000 | $ 239,296,000 | ||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Estimated percentage of decrease in payment | 3.50% | |||||||||||||
Percentage of reduction in Medicare payments for services performed by a physical or occupational therapist | 15% | |||||||||||||
Federal debt ceiling in connection with deficit reductions | 10 years | |||||||||||||
Reductions in federal spending | $ 1,200,000,000,000 | |||||||||||||
Medicare spending cut percentage | 2% | |||||||||||||
Expected reduction in Medicare spending percentage | 2% | 2% | 2% | 2% | 2% | |||||||||
Percentage of payment reduction waived through enacted legislation | 2% | |||||||||||||
Term for sequester relief applied to all Medicare payments | 3 months | |||||||||||||
Percentage of sequester relief applied to all Medicare payments through March 31, 2022 | 2% | |||||||||||||
Percentage of sequester relief applied to all Medicare payments through June 30, 2022 | 1% | |||||||||||||
Percentage of increase in payment adjustment for therapists participating in MIPS | 1% | |||||||||||||
Combined physical therapy/speech language pathology expenses | $ 3,700 | |||||||||||||
Reduction in combined physical therapy/speech language pathology expenses | $ 3,000 | |||||||||||||
Percentage of practice expense component | 100% | |||||||||||||
Percentage reduction for service | 50% | |||||||||||||
Percentage of payment for outpatient therapy services | 85% | |||||||||||||
Net patient revenue from Medicare accounts | $ 74,900,000 | 62,100,000 | ||||||||||||
CMS [Member] | ||||||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Estimated percentage of decrease in payment | 9% | |||||||||||||
Expected reduction in Medicare spending percentage | 3.75% | |||||||||||||
Minimum [Member] | ||||||||||||||
Contractual Allowances [Abstract] | ||||||||||||||
Difference between net revenues and corresponding cash collections, approximately of net revenues | 1% | |||||||||||||
Difference between actual aggregate contractual reserve and estimated contractual allowance reserve percentage | 1% | |||||||||||||
Maximum contractual allowance reserve estimate | 1% | |||||||||||||
Maximum [Member] | ||||||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Percentage of therapist providers participating in MIPS | 3% | |||||||||||||
Contractual Allowances [Abstract] | ||||||||||||||
Difference between net revenues and corresponding cash collections, approximately of net revenues | 1.50% | |||||||||||||
Difference between actual aggregate contractual reserve and estimated contractual allowance reserve percentage | 1.50% | |||||||||||||
Maximum contractual allowance reserve estimate | 1.50% | |||||||||||||
Forecast [Member] | ||||||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Expected reduction in Medicare spending percentage | 3% | 0.75% | ||||||||||||
Plan [Member] | CMS [Member] | ||||||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Expected reduction in Medicare spending percentage | 4.40% | |||||||||||||
From 2017 through 2019 [Member] | ||||||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Percentage of increase in Medicare payment rates | 0.50% | |||||||||||||
From 2020 through 2025 [Member] | ||||||||||||||
Medicare Reimbursement [Abstract] | ||||||||||||||
Percentage of increase in Medicare payment rates | 0% | |||||||||||||
Net Patient Revenue [Member] | ||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||||||||||||||
Revenue related to the various categories | $ 118,196,000 | 113,238,000 | $ 227,734,000 | 212,492,000 | ||||||||||
Other Revenue [Member] | ||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||||||||||||||
Revenue related to the various categories | 898,000 | 918,000 | 1,770,000 | 1,464,000 | ||||||||||
Physical Therapy Operations [Member] | ||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||||||||||||||
Revenue related to the various categories | 119,094,000 | 114,156,000 | 229,504,000 | 213,956,000 | ||||||||||
Management Contract [Member] | ||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||||||||||||||
Revenue related to the various categories | 2,125,000 | 2,739,000 | 4,351,000 | 5,297,000 | ||||||||||
Industrial Injury Prevention Services [Member] | ||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax [Abstract] | ||||||||||||||
Revenue related to the various categories | $ 19,437,000 | $ 10,033,000 | $ 38,505,000 | $ 20,043,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Computation of earnings per share - USPH shareholders [Abstract] | ||||
Net income attributable to USPH shareholders | $ 11,195 | $ 12,436 | $ 19,994 | $ 20,609 |
(Charges) credit to retained earnings [Abstract] | ||||
Revaluation of redeemable non-controlling interest | 210 | (2,549) | 57 | (9,819) |
Tax effect at statutory rate (federal and state) of 25.55% | (54) | 651 | (15) | 2,508 |
Net income attributable to common shareholders | $ 11,351 | $ 10,538 | $ 20,036 | $ 13,298 |
Earnings per share basic (in dollars per share) | $ 0.87 | $ 0.82 | $ 1.55 | $ 1.03 |
Earnings per share diluted (in dollars per share) | $ 0.87 | $ 0.82 | $ 1.55 | $ 1.03 |
Shares used in computation [Abstract] | ||||
Basic earnings per share - weighted-average shares (in shares) | 12,998 | 12,902 | 12,968 | 12,886 |
Diluted earnings per share - weighted-average shares (in shares) | 12,998 | 12,902 | 12,968 | 12,886 |
Federal statutory income tax rate | 25.55% | 25.55% | ||
State statutory income tax rate | 25.55% | 25.55% |
REDEEMABLE NON-CONTROLLING IN_3
REDEEMABLE NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Changes in Carrying Amount of Redeemable Non-Controlling Interests [Roll Forward] | ||||
Beginning balance | $ 155,262 | |||
Operating results allocated to redeemable non-controlling interest partners | $ 2,626 | $ 3,611 | 5,183 | $ 6,064 |
Ending balance | 151,400 | 151,400 | ||
Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest [Abstract] | ||||
Fair value | 151,400 | 151,400 | ||
Redeemable Non-Controlling Interest [Member] | ||||
Changes in Carrying Amount of Redeemable Non-Controlling Interests [Roll Forward] | ||||
Beginning balance | 158,008 | 138,924 | 155,262 | 132,340 |
Operating results allocated to redeemable non-controlling interest partners | 2,626 | 3,611 | 5,183 | 6,064 |
Distributions to redeemable non-controlling interest partners | (2,328) | (2,622) | (4,731) | (6,216) |
Changes in the fair value of redeemable non-controlling interest | (210) | 2,549 | (57) | 9,819 |
Purchases of redeemable non-controlling interest | (7,138) | (4,707) | (9,596) | (9,536) |
Acquired interest | 0 | 5,556 | 4,946 | 10,719 |
Sales of redeemable non-controlling interest - temporary equity | 2,187 | 0 | 2,187 | 319 |
Notes receivable related to sales of redeemable non-controlling interest - temporary equity | (1,843) | 0 | (1,843) | (287) |
Adjustments in notes receivable related to the sales of redeemable non-controlling interest - temporary equity | 98 | 26 | 49 | 115 |
Ending balance | 151,400 | 143,337 | 151,400 | 143,337 |
Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest [Abstract] | ||||
Contractual time period has lapsed but holder's employment has not terminated | 73,204 | 73,915 | 73,204 | 73,915 |
Contractual time period has not lapsed and holder's employment has not terminated | 78,196 | 69,422 | 78,196 | 69,422 |
Holder's employment has terminated and contractual time period has expired | 0 | 0 | 0 | 0 |
Holder's employment has terminated and contractual time period has not expired | 0 | 0 | 0 | 0 |
Fair value | $ 151,400 | $ 143,337 | $ 151,400 | $ 143,337 |
Therapy Practice [Member] | Minimum [Member] | ||||
Business Combination, Description [Abstract] | ||||
Business acquisition, percentage of limited partnership acquired | 50% | 50% | ||
Therapy Practice [Member] | Maximum [Member] | ||||
Business Combination, Description [Abstract] | ||||
Business acquisition, percentage of limited partnership acquired | 90% | 90% | ||
Therapy Practice [Member] | NewCo. [Member] | ||||
Business Combination, Description [Abstract] | ||||
Percentage of equity interest of subsidiary contributed for acquisition | 100% | 100% | ||
Business acquisition, percentage of general partnership interest acquired | 100% | 100% | ||
Business acquisition, consideration payable, term of note | 2 years | |||
Employment agreement renewal term | 1 year | |||
Non-Compete agreement term under condition of termination of employment of employed selling shareholder | 2 years | |||
Therapy Practice [Member] | NewCo. [Member] | Minimum [Member] | ||||
Business Combination, Description [Abstract] | ||||
Employment agreement term | 3 years | |||
Non-Compete agreement term regardless of whether the selling shareholder is employed | 5 years | |||
Therapy Practice [Member] | NewCo. [Member] | Maximum [Member] | ||||
Business Combination, Description [Abstract] | ||||
Employment agreement term | 5 years | |||
Non-Compete agreement term regardless of whether the selling shareholder is employed | 6 years | |||
ProgressiveHealth [Member] | NewCo. [Member] | ||||
Business Combination, Description [Abstract] | ||||
Percentage of equity interest of subsidiary contributed for acquisition | 100% | 100% | ||
Non-Compete agreement term under condition of termination of employment of employed selling shareholder | 2 years | |||
Non-Compete agreement term regardless of whether the selling shareholder is employed | 7 years | |||
Percentage of right to sell equity interest on each of the 4th and 5th anniversaries | 30% | 30% | ||
Percentage of right to sell equity interest on each of the 6th and 7th anniversaries | 10% | 10% |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 434,679 | $ 345,646 |
Goodwill acquired | 12,114 | 89,746 |
Goodwill adjustments for purchase price allocation of businesses acquired in prior year | (4,032) | (713) |
Ending balance | $ 442,761 | $ 434,679 |
INTANGIBLE ASSETS, NET - Intang
INTANGIBLE ASSETS, NET - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | $ 92,655 | $ 86,382 |
Tradenames [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | 39,838 | 38,790 |
Customer and Referral Relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | 51,047 | 45,643 |
Accumulated amortization | $ 20,772 | 17,762 |
Customer and Referral Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 6 years | |
Customer and Referral Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 14 years | |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | $ 1,770 | 1,949 |
Accumulated amortization | $ 6,717 | $ 6,450 |
Non-compete Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 5 years | |
Non-compete Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 6 years |
INTANGIBLE ASSETS, NET - Amorti
INTANGIBLE ASSETS, NET - Amortization Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Amortization of Deferred Charges [Abstract] | ||||
Total amortization expenses | $ 1,459 | $ 916 | $ 3,278 | $ 1,738 |
Customer and Referral Relationships [Member] | ||||
Amortization of Deferred Charges [Abstract] | ||||
Total amortization expenses | 1,339 | 778 | 3,011 | 1,561 |
Non-compete Agreements [Member] | ||||
Amortization of Deferred Charges [Abstract] | ||||
Total amortization expenses | $ 120 | $ 138 | $ 267 | $ 177 |
INTANGIBLE ASSETS, NET - Amor_2
INTANGIBLE ASSETS, NET - Amortization of Referral Relationships and Non-Competition Agreements (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Customer and Referral Relationships [Member] | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
2022 (excluding the six months ended June 30, 2022) | $ 2,745 |
2023 | 5,393 |
2024 | 5,228 |
2025 | 5,084 |
2026 | 4,616 |
Thereafter | 27,981 |
Non-compete Agreements [Member] | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
2022 (excluding the six months ended June 30, 2022) | 267 |
2023 | 477 |
2024 | 421 |
2025 | 355 |
2026 | 216 |
Thereafter | $ 34 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Salaries and related costs | $ 23,569 | $ 19,524 | |
Credit balances due to patients and payors | 6,649 | 7,875 | |
Group health insurance claims | 1,984 | 2,038 | |
Closure costs | 498 | 285 | |
Federal taxes payable | 2,716 | 1,754 | |
Contingent payments related to acquisition | 1,000 | 1,000 | |
Settlement of a legal matter | 2,750 | 0 | |
Other | 6,539 | 8,770 | |
Total | 45,705 | $ 41,246 | |
Litigation [Abstract] | |||
Payment of settlement amount | $ 2,750 | ||
Amount of payments recorded as expense during the period | $ 2,600 |
NOTES PAYABLE AND AMENDED CRE_3
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT, Amended Credit Agreement and Credit Agreement (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instruments [Abstract] | ||
Principal amount | $ 155,696 | $ 118,417 |
Principal amount, current portion | 5,188 | 830 |
Principal amount, net of current portion | 150,508 | 117,587 |
Unamortized discount and debt issuance cost [Abstract] | ||
Unamortized discount and debt issuance cost | 2,027 | 0 |
Unamortized discount and debt issuance cost, current portion | 408 | 0 |
Unamortized discount and debt issuance cost, net of current portion | 1,619 | 0 |
Net debt [Abstract] | ||
Net debt | 153,669 | 118,417 |
Net debt, less current portion | 4,780 | 830 |
Net debt, net of current portion | 148,889 | 117,587 |
Revolving Facility [Member] | ||
Debt Instruments [Abstract] | ||
Principal amount | 0 | 114,000 |
Unamortized discount and debt issuance cost [Abstract] | ||
Unamortized discount and debt issuance cost | 0 | 0 |
Net debt [Abstract] | ||
Net debt | 0 | 114,000 |
Term Facility [Member] | ||
Debt Instruments [Abstract] | ||
Principal amount | 150,000 | 0 |
Unamortized discount and debt issuance cost [Abstract] | ||
Unamortized discount and debt issuance cost | 2,027 | 0 |
Net debt [Abstract] | ||
Net debt | 147,973 | 0 |
Other Debt [Member] | ||
Debt Instruments [Abstract] | ||
Principal amount | 5,696 | 4,417 |
Unamortized discount and debt issuance cost [Abstract] | ||
Unamortized discount and debt issuance cost | 0 | 0 |
Net debt [Abstract] | ||
Net debt | $ 5,696 | $ 4,417 |
NOTES PAYABLE AND AMENDED CRE_4
NOTES PAYABLE AND AMENDED CREDIT AGREEMENT, Credit Facilities (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 05, 2013 | |
Debt Instruments [Abstract] | |||
Aggregate amount of notes payable | $ 155,696,000 | $ 118,417,000 | |
Notes Payable [Member] | |||
Debt Instruments [Abstract] | |||
Aggregate amount of notes payable | 4,900,000 | ||
Aggregate principal payment due in 2022 | 800,000 | ||
Aggregate principal payment due in 2023 | $ 4,100,000 | ||
Notes Payable [Member] | Minimum [Member] | |||
Debt Instruments [Abstract] | |||
Average effective interest rate | 3.25% | ||
Notes Payable [Member] | Maximum [Member] | |||
Debt Instruments [Abstract] | |||
Average effective interest rate | 3.50% | ||
Term Facility [Member] | |||
Debt Instruments [Abstract] | |||
Revolving credit facility commitment | $ 150,000,000 | ||
Frequency of term facility | quarterly | ||
Interest rate on credit facility in first two years | 0.625% | ||
Interest rate on credit facility in third and fourth year | 1.25% | ||
Interest rate on credit facility in fifth year | 1.875% | ||
Aggregate amount of notes payable | $ 150,000,000 | 0 | |
Revolving Facility [Member] | |||
Debt Instruments [Abstract] | |||
Revolving credit facility commitment | $ 175,000,000 | $ 125,000,000 | |
Term of credit facility | 5 years | ||
Aggregate amount of notes payable | $ 0 | $ 114,000,000 | |
Revolving Facility [Member] | Minimum [Member] | |||
Debt Instruments [Abstract] | |||
Percentage of unused commitment fee | 0.25% | ||
Revolving Facility [Member] | Maximum [Member] | |||
Debt Instruments [Abstract] | |||
Increase on limit of credit facility | $ 50,000,000 | ||
Percentage of unused commitment fee | 0.35% | ||
Standby Letters of Credit [Member] | |||
Debt Instruments [Abstract] | |||
Revolving credit facility commitment | $ 12,000,000 | ||
Swingline Loans [Member] | |||
Debt Instruments [Abstract] | |||
Revolving credit facility commitment | $ 15,000,000 | ||
Swingline Loans [Member] | SOFR [Member] | Minimum [Member] | |||
Debt Instruments [Abstract] | |||
Applicable margin for SOFR borrowings rate | 1.50% | ||
Swingline Loans [Member] | SOFR [Member] | Maximum [Member] | |||
Debt Instruments [Abstract] | |||
Applicable margin for SOFR borrowings rate | 2.25% | ||
Swingline Loans [Member] | Alternate Base Rate [Member] | Minimum [Member] | |||
Debt Instruments [Abstract] | |||
Spread on variable rate | 0.50% | ||
Swingline Loans [Member] | Alternate Base Rate [Member] | Maximum [Member] | |||
Debt Instruments [Abstract] | |||
Spread on variable rate | 1.25% | ||
Senior Credit Facility [Member] | |||
Debt Instruments [Abstract] | |||
Debt instrument, maturity date | Jun. 17, 2027 | ||
Aggregate principal amount | $ 325,000,000 | ||
Increase on limit of credit facility | $ 100,000,000 | ||
Leverage ratio | 2 | ||
Outstanding amount | $ 150,000,000 | ||
Remaining revolving credit outstanding | $ 175,000,000 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instrument, Consolidated Statements of Comprehensive Income [Abstract] | |||||
Unrealized loss on cash flow hedge | $ (531) | $ 0 | $ (531) | $ 0 | |
Tax effect at statutory rate (federal and state) of 25.55% | 136 | 0 | 136 | 0 | |
Other Comprehensive loss | $ (395) | $ (395) | |||
Federal statutory income tax rate | 25.55% | 25.55% | |||
State statutory income tax rate | 25.55% | 25.55% | |||
Interest Rate Swap [Member] | |||||
Derivative Instruments [Abstract] | |||||
Notional value | $ 150,000 | $ 150,000 | |||
Debt instrument, maturity date | Jun. 30, 2027 | ||||
Derivative Instrument, Consolidated Statements of Comprehensive Income [Abstract] | |||||
Unrealized loss on cash flow hedge | (531) | 0 | $ (531) | 0 | |
Tax effect at statutory rate (federal and state) of 25.55% | 136 | 0 | 136 | 0 | |
Other Comprehensive loss | $ (395) | 0 | $ (395) | 0 | |
Federal statutory income tax rate | 25.55% | 25.55% | |||
State statutory income tax rate | 25.55% | 25.55% | |||
Carrying and Fair Value of Interest Rate Derivatives [Abstract] | |||||
Interest rate swap | $ (531) | $ 0 | $ (531) | $ 0 | |
Interest Rate Swap [Member] | SOFR [Member] | Subsequent Event [Member] | |||||
Derivative Instruments [Abstract] | |||||
Term of variable rate | 1 month | ||||
Debt instrument, fixed rate of interest | 2.815% |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Components of Lease Expense [Abstract] | |||||
Operating lease cost | $ 8,700 | $ 7,895 | $ 17,104 | $ 15,624 | |
Short-term lease cost | 259 | 361 | 580 | 729 | |
Variable lease cost | 1,994 | 1,628 | 3,926 | 3,239 | |
Total lease cost | [1] | 10,953 | 9,884 | 21,610 | 19,592 |
Supplemental Information Related to Leases [Abstract] | |||||
Cash paid for amounts included in the measurement of operating lease liabilities | 8,940 | 8,258 | 17,557 | 16,370 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 15,595 | $ 12,976 | 21,606 | $ 20,873 | |
Future Lease Payments for Operating Leases [Abstract] | |||||
2022 (excluding the six months ended June 30, 2022) | 17,829 | 17,829 | |||
2023 | 31,725 | 31,725 | |||
2024 | 25,292 | 25,292 | |||
2025 | 18,060 | 18,060 | |||
2026 | 11,613 | 11,613 | |||
2027 and thereafter | 11,135 | 11,135 | |||
Total lease payments | 115,654 | 115,654 | |||
Less: imputed interest | 5,795 | 5,795 | |||
Total operating lease liabilities | $ 109,859 | $ 109,859 | |||
Average Lease Terms and Discount Rates [Abstract] | |||||
Weighted-average remaining lease term - Operating leases | 4 years 2 months 8 days | 4 years 1 month 9 days | 4 years 2 months 8 days | 4 years 1 month 9 days | |
Weighted-average discount rate - Operating leases | 2.48% | 3% | 2.48% | 3% | |
Maximum [Member] | |||||
Operating Lease [Abstract] | |||||
Lease term | 5 years | 5 years | |||
[1]Sublease income was immaterial |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Segment Information [Abstract] | |||||
Net operating revenue | $ 140,656 | $ 126,928 | $ 272,360 | $ 239,296 | |
Gross profit | 30,821 | 34,304 | 57,409 | 60,200 | |
Total assets | 796,444 | 749,426 | 796,444 | 749,426 | $ 749,426 |
Reportable Segments [Member] | Physical Therapy Operations [Member] | |||||
Segment Information [Abstract] | |||||
Net operating revenue | 121,219 | 116,895 | 233,855 | 219,253 | |
Gross profit | 26,698 | 31,761 | 49,135 | 54,935 | |
Total assets | 414,172 | 545,449 | 414,172 | 545,449 | |
Reportable Segments [Member] | Industrial Injury Prevention Services [Member] | |||||
Segment Information [Abstract] | |||||
Net operating revenue | 19,437 | 10,033 | 38,505 | 20,043 | |
Gross profit | 4,123 | 2,543 | 8,274 | 5,265 | |
Total assets | $ 382,272 | $ 203,977 | $ 382,272 | $ 203,977 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED AFFILIATE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Investments in Unconsolidated Affiliate [Abstract] | |||||
Investment in unconsolidated affiliate | $ 12,346 | $ 12,346 | $ 12,215 | ||
Earnings from investment in unconsolidated affiliate | $ 340 | $ 0 | $ 679 | $ 0 | |
Joint Venture Interest [Member] | |||||
Investments in Unconsolidated Affiliate [Abstract] | |||||
Percentage of ownership in joint venture interest | 49% | 49% | |||
Investment in unconsolidated affiliate | $ 12,300 | $ 12,300 | |||
Earnings from investment in unconsolidated affiliate | 679 | ||||
Distribution received from investment in unconsolidated affiliate | $ 548 |
COMMON STOCK (Details)
COMMON STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2009 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2008 | |
Class of Treasury Stock [Abstract] | ||||
Total purchased shares (in shares) | 859,499 | 0 | 0 | |
Additional estimated shares (in shares) | 137,363 | |||
Closing price (in dollars per share) | $ 109.20 | $ 109.20 | ||
Maximum [Member] | ||||
Class of Treasury Stock [Abstract] | ||||
Common stock authorized by the Board of Directors (in shares) | 1,200,000 | 2,250,000 | ||
Percentage of repurchase of common stock | 10% | |||
Bank credit agreement to permit share repurchases of common stock | $ 15,000,000 |