U S PHYSICAL THERAPY INC /NV [USPH] Filings

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024

OR

FOR THE TRANSITION PERIOD FROM _____TO _____

COMMISSION FILE NUMBER 1-11151

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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☑  Yes     ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files).   ☑  Yes     ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes    ☑  No

As of August 9, 2024, the number of shares outstanding (issued less treasury stock) of the registrant’s common stock, par value $.01 per share, was: 15,076,629.

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Item 1.	Financial Statements.	3
	Consolidated Balance Sheets as of June 30, 2024, and December 31, 2023	3
	Unaudited Consolidated Statements of Net Income for the Three and Six Months Ended June 30, 2024, and 2023	4
	Unaudited Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2024, and 2023	5
	Unaudited Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024, and 2023	6
	Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2024, and 2023	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	49
Item 4.	Controls and Procedures	49
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 5.	Other Information	50
Item 6.	Exhibits	51
	Signatures	52

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF NET INCOME

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

		For the Three Months Ended								For the Six Months Ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Net income		$	11,712			$	14,864			$	23,329			$	26,291
Other comprehensive (loss) gain:
Unrealized (loss) gain on cash flow hedge			(31	)			2,881				1,750				1,064
Tax effect at statutory rate (federal and state)			8				(736	)			(447	)			(272	)
Comprehensive income		$	11,689			$	17,009			$	24,632			$	27,083
Comprehensive income attributable to non-controlling interest			(4,206	)			(3,945	)			(7,777	)			(7,962	)
Comprehensive income attributable to USPH shareholders		$	7,483			$	13,064			$	16,855			$	19,121

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(IN THOUSANDS)

		U .S.Physical Therapy, Inc.
		Common Stock								Additional				Accumulated Other				Retained				Treasury Stock								Total Shareholders’				Non-Controlling
For the six months ended June 30, 2024		Shares				Amount				Paid-In Capital				Comprehensive Loss				Earnings				Shares				Amount				Equity				Interests				Total
Balance December 31, 2023			17,202			$	172			$	281,096			$	2,782			$	223,772				(2,215	)		$	(31,628	)		$	476,194			$	1,216			$	477,410
Net income attributable to USPH shareholders			-				-				-				-				15,552				-				-				15,552				-				15,552
Net income attributable to non-controlling interest - permanent equity			-				-				-				-				-				-				-				-				2,236				2,236
Issuance of restricted stock, net of cancellations			89				-				-				-				-				-				-				-				-				-
Revaluation of redeemable non-controlling interest, net of tax			-				-				-				-				(2,061	)			-				-				(2,061	)			-				(2,061	)
Compensation expense - equity-based awards			-				-				3,916				-				-				-				-				3,916				-				3,916
Sale of non-controlling interest			-				-				200				-				-				-				-				200				-				200
Purchase of partnership interests - non-controlling interest			-				-				(350	)			-				-				-				-				(350	)			(56	)			(406	)
Dividends paid to USPH shareholders			-				-				-				-				(13,264	)			-				-				(13,264	)			-				(13,264	)
Distributions to non-controlling interest partners - permanent equity			-				-				-				-				-				-				-				-				(2,351	)			(2,351	)
Deferred taxes related to redeemable non-controlling interest - temporary equity			-				-				-				-				(550	)			-				-				(550	)			-				(550	)
Other comprehensive gain			-				-				-				1,303				-				-				-				1,303				-				1,303
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans			-				-				600				-				-				-				-				600				-				600
Transfer of RNCI due to separation agreement			-				-				-				-				3,033				-				-				3,033				-				3,033
Other			-				-				-				(1	)			-				-				-				(1	)			(2	)			(3	)
Balance June 30, 2024			17,291				172				285,462				4,084				226,482				(2,215	)			(31,628	)			484,572				1,043				485,615