U.S. Physical Therapy Q3 loss per share is $1.04
Adjusted earnings measures rose year over year, while GAAP diluted earnings per share shifted to a loss; full-year adjusted EBITDA guidance was reaffirmed.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
U.S. Physical Therapy, Inc. reported third-quarter 2026 total net revenue of $222.558 million, up 13% from $197.132 million a year earlier. Revenue for the first nine months was $634.902 million, up 10% year over year.
Net income attributable to USPH shareholders was $11.045 million, versus $13.138 million, and diluted earnings per share was a $1.04 loss, compared with $0.48 earnings. The per-share calculation included a $36.188 million revaluation of redeemable non-controlling interests, which is excluded from net income. Adjusted net income was $11.953 million versus $10.071 million, and adjusted EBITDA was $27.781 million versus $23.855 million.
The company completed integration of all 72 clinics under two hospital affiliation agreements; those clinics generated $25 million in Q3 revenue. It acquired a 67% equity interest in a 12-clinic practice for $16 million. The board declared a $0.46 quarterly dividend, payable December 11, 2026, to shareholders of record November 16, 2026. Management reaffirmed 2026 adjusted EBITDA guidance of $102 million to $106 million.
2 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointTotal net revenue was $222.558 million, a 13% year-over-year increase.
- Moderate pointAdjusted EBITDA was $27.781 million, compared with $23.855 million a year earlier.
Negative
- Moderate pointNet income attributable to USPH shareholders was $11.045 million, compared with $13.138 million; diluted EPS was a $1.04 loss versus $0.48 earnings.
Filing Explained
The company reported common-stock repurchases for the first nine months of 2026, and treasury shares were higher at September 30 than year-end.
As of
The cash-flow statement reports common-stock repurchases for the nine months ended
8-K Event Classification
3 items: 2.02, 8.01, 9.01
3 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Total net revenue: $222.558 million
Net income attributable to USPH shareholders: $11.045 million
Diluted earnings per share: $1.04 loss per share
+5 more
8 metrics
Total net revenue
$222.558 million
Q3 2026; up 13% from Q3 2025
Net income attributable to USPH shareholders
$11.045 million
Q3 2026, compared with $13.138 million in Q3 2025
Diluted earnings per share
$1.04 loss per share
Q3 2026, compared with $0.48 earnings per share in Q3 2025
Adjusted net income
$11.953 million
Q3 2026, compared with $10.071 million in Q3 2025
Adjusted earnings per share
$0.80 per share
Q3 2026, compared with $0.66 in Q3 2025
Adjusted EBITDA
$27.781 million
Q3 2026, compared with $23.855 million in Q3 2025
Quarterly dividend
$0.46 per share
Declared for payment December 11, 2026, to shareholders of record November 16, 2026
Adjusted EBITDA guidance
$102 million to $106 million
Full-year 2026 guidance, reaffirmed
Key Terms
Adjusted EBITDA, redeemable non-controlling interest, interest rate swap, mature revenue
4 terms
Adjusted EBITDA financial
"Adjusted EBITDA (a non-GAAP measure)"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
redeemable non-controlling interest financial
"Revaluation of redeemable non-controlling interest"
A redeemable non-controlling interest is a minority ownership stake in a subsidiary that can be sold back to or bought out by the parent company or subsidiary at a predetermined time or under certain conditions. For investors, it matters because this claim can act like a future cash obligation or potential dilution, changing the parent’s reported equity, net income allocation, and near‑term cash needs—much like a few partners in a small business who can force the owner to buy them out.
interest rate swap financial
"new interest rate swap agreement"
An interest rate swap is a financial agreement where two parties exchange interest payments on a set amount of money over time. Typically, one side pays a fixed interest rate, while the other pays a variable rate that can change with market conditions. This helps investors manage or reduce their exposure to interest rate fluctuations, much like locking in a mortgage rate to avoid future cost increases.
mature revenue financial
"including a 6% increase in mature revenue"
Earnings Snapshot
Total net revenue: $222.558 million · Guidance included
Three months ended September 30, 2026
Total net revenue
$222.558 million
13% increase from Q3 2025
Net income attributable to USPH shareholders
$11.045 million
Compared with $13.138 million in Q3 2025
Diluted earnings per share
$1.04 loss per share
Compared with $0.48 earnings per share in Q3 2025
Adjusted net income
$11.953 million
Compared with $10.071 million in Q3 2025
Adjusted earnings per share
$0.80 per share
Compared with $0.66 per share in Q3 2025
Adjusted EBITDA
$27.781 million
Compared with $23.855 million in Q3 2025
Guidance
Management reaffirmed full-year 2026 adjusted EBITDA guidance of $102 million to $106 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did USPH report in Q3 2026?
USPH reported $222.558 million in total net revenue for the third quarter ended September 30, 2026, a 13% increase from $197.132 million in the third quarter of 2025.
How much annual revenue and how many visits does USPH's acquired practice generate?
The 12-clinic physical therapy practice in which USPH acquired a 67% equity interest generates $12 million in annual revenue and 0.1 million annual visits.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| | | | | |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant's telephone number, including area code: (713) 297-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| | |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | ||
| | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
☐
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 pursuant to Section 13(a) of the Exchange Act. ☐
◻
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL RESULTS.
On November 4, 2026, U.S. Physical Therapy, Inc. (NYSE, NYSE Texas: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, reported results for the three and nine months ended September 30, 2026.
A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01 OTHER EVENTS
The Company’s Board of Directors declared a quarterly dividend of $0.46 which will be payable on December 11, 2026 to shareholders of record on November 16, 2026.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit | Description of Exhibit | |
| 99.1 | Registrant's Press release dated November 4, 2026 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
U.S. PHYSICAL THERAPY, INC. | |||||||
Dated: November 6, 2026 | By: | /s/ NCHACHA ETTA | |||||
Nchacha Etta | |||||||
Chief Financial Officer | |||||||
(duly authorized officer and principal financial and accounting officer) | |||||||
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CONTACT:
U.S. Physical Therapy, Inc.
Nchacha Etta, Chief Financial Officer
email: netta@usph.com
(713) 297-7000
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Three Part Advisors
Joe Noyons
(817) 778-8424
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USPH Reports Third Quarter 2026 Results,
Record High Visits and Revenue Per Visit
Houston, TX, November 4, 2026 – U.S. Physical Therapy, Inc. (“USPH” or the “Company”) (NYSE, NYSE Texas: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services (“IIP”), today reported results for the three and nine months ended September 30, 2026.
•
Total net revenue was $223 million for the third quarter ended September 30, 2026 (“Q3 2026”), a 13% increase over the third quarter ended September 30, 2025 (“Q3 2025”).
•
Net income attributable to USPH shareholders was $11 million for Q3 2026 compared to $13 million for Q3 2025. The Company reported loss per share of $1.04 in Q3 2026 compared to earnings per share of $0.48 in Q3 2025. Included in pretax income for Q3 2026 was a $0.1 million loss on change in fair value of contingent earn out consideration compared to a gain of $6 million in Q3 2025. Under GAAP, changes in the value of redeemable noncontrolling interests, representing our partners’ ownership stakes in subsidiaries not fully owned by USPH, are excluded from net income but are included in the calculation of earnings per share. Improving performance increases the value of these ownership interests, which has a dilutive effect on earnings per share.
•
Adjusted net income (1)(2) was $12 million for Q3 2026 compared to $10 million for Q3 2025. Adjusted earnings per share (1)(2) was $0.80 in Q3 2026 compared to $0.66 in Q3 2025.
•
Adjusted EBITDA (1) was $28 million for Q3 2026 compared to $24 million for Q3 2025.
•
The Company’s Board of Directors declared a quarterly dividend of $0.46 to be payable on December 11, 2026, to shareholders of record on November 16, 2026, consistent with the Company’s longstanding practice of delivering value to shareholders.
•
Through the end of Q3 2026, the Company successfully integrated all 72 clinics under the two previously announced hospital affiliation agreements.
_____________________
(1)
These are non-GAAP measures. Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” for the definition and reconciliation of non-GAAP measures to the most directly comparable GAAP measure.
(2)
Adjusted net income and adjusted earnings per share were previously labeled operating results and operating results per share, respectively.
Chris Reading, Chairman and Chief Executive Officer commented, “We are pleased with the strong financial performance delivered in the third quarter 2026. The year-over-year EBITDA improvement reflects the initial benefit of the completed rollout of our first two hospital affiliations. The 72 clinics operating under hospital affiliation agreements generated $25 million in revenue in Q3, and we expect this number to increase significantly as referral volumes rise, additional clinics are incorporated into existing agreements, and our pipeline of hospital prospects results in new affiliations.”
Mr. Reading continued, “Cost pressures from our self-insured employee medical program continued in Q3. As a result, we implemented expense control efforts that partially mitigated these overages during the quarter and will benefit future periods. I want to thank our partners, clinicians, and support staff for their efforts on all fronts as we work to close out 2026, accelerate into 2027, and provide the outstanding patient service for which we are known.”
Q3 2026 compared to Q3 2025
•
Physical therapy net revenue was $190 million for Q3 2026, a 13% increase compared to Q3 2025, including a 6% increase in mature revenue (1).
•
Patient visits (1) were 1.7 million for Q3 2026, an 8% increase compared to Q3 2025, with average daily visits per clinic (1) of 33 for Q3 2026 compared to 32 for Q3 2025.
•
Physical therapy net revenue per patient visit (1) was $111 for Q3 2026, a $5 increase compared to Q3 2025.
•
Physical therapy margin was 19% in each of Q3 2026 and Q3 2025. Adjusted physical therapy margin (2) was 19% in Q3 2026, up 150 basis points compared to Q3 2025. Q3 2026 results reflect higher company-provided health benefit costs compared to a favorable experience in Q3 2025, representing approximately 150 basis points of margin headwind.
•
IIP revenue was $33 million for Q3 2026, a 14% increase compared to Q3 2025. Excluding the IIP acquisition on January 31, 2026, IIP revenue increased 8%.
•
IIP margin was 22% for Q3 2026 compared to 20% for Q3 2025.
•
Corporate expense as a percentage of total revenue was 8% in Q3 2026 compared to 9% in Q3 2025. Adjusted corporate expense (2) as a percentage of total revenue was 8% in Q3 2026 compared to 9% in Q3 2025.
•
The Company added 21 and closed three locations during Q3 2026, bringing the location count (1) to 799 as of September 30, 2026.
Nine Months ended September 30, 2026, compared to Nine Months ended September 30, 2025
•
Total net revenue was $635 million for nine months ended September 30, 2026 (“YTD 2026”), a 10% increase over the nine months ended September 30, 2025 (“YTD 2025”).
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Physical therapy net revenue was $540 million for YTD 2026, a 10% increase compared to YTD 2025, including a 4% increase in mature revenue (1).
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Patient visits (1) were 4.9 million for the YTD 2026, a 7% increase compared to YTD 2025, with average daily visits per clinic (1) of 33 for YTD 2026 compared to 32 for the YTD 2025.
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Physical therapy net revenue per patient visit (1) was $108 for YTD 2026, a $3 increase compared to YTD 2025.
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Physical therapy margin and adjusted physical therapy margin (2) were 18% for YTD 2026 compared to 19% for YTD 2025, respectively. YTD 2026 results include the unfavorable impact of company-provided health benefit costs compared to a favorable impact in YTD 2025, impacting margins by approximately 100 basis points.
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IIP revenue was $95 million for YTD 2026, a 12% increase compared to YTD 2025. Excluding the IIP acquisition made on January 31, 2026, IIP revenue increased 7%.
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IIP margin was 21% for YTD 2026 compared to 20% for YTD 2025.
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Corporate expense as a percentage of total revenue was 9% in each of YTD 2026 and YTD 2025. Adjusted corporate expense (2) as a percentage of total revenue was 8% for YTD 2026 compared to 9% for YTD 2025.
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Net income attributable to USPH shareholders was $26 million for YTD 2026 compared to $35 million for YTD 2025 with loss per share of $0.90 compared to earnings per share of $1.85 for the same periods, respectively. Included in pretax income for Q3 2026 was a loss on change in fair value of contingent earn out consideration of $3 million versus a gain of $11 million in Q3 2025.
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Adjusted net income (2)(3) was $30.2 million for YTD 2026 compared to $29.7 million for YTD 2025, with adjusted earnings per share (2)(3) of $2.01 compared to $1.96 for the same periods, respectively.
•
Adjusted EBITDA (2) was $75 million for YTD 2026 compared to $70 million for YTD 2025.
__________________________
(1)
See “Glossary of Terms” for the definition.
(2)
These are non-GAAP measures. Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” for the definition and reconciliation of non-GAAP measures to the most directly comparable GAAP measure.
(3)
Adjusted net income and adjusted earnings per share were previously labeled operating results and operating results per share, respectively.
BALANCE SHEET AND CASH FLOW
•
Cash and cash equivalents were $38 million as of September 30, 2026, compared to $36 million as of December 31, 2025. Borrowings under the Company’s credit facility were $247 million as of September 30, 2026, compared to $162 million as of December 31, 2025.
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As previously announced, on September 22, 2026, the Company entered into a new interest rate swap agreement (“Swap”) with a $171 million initial notional value. The Swap fixes the company’s term debt at 4.6% from June 30, 2027, to April 14, 2031.
Q3 2026 ACQUISITIONS
•
On July 1, 2026, the Company acquired a 67% equity interest in a 12-clinic physical therapy practice for a purchase price of $16 million. The business currently generates $12 million in annual revenue and 0.1 million annual visits.
2026 FULL YEAR GUIDANCE
Management reaffirmed the Company’s full year 2026 adjusted EBITDA guidance of $102 million to $106 million.
CONFERENCE CALL INFORMATION
U.S. Physical Therapy’s management will host a conference call at 10:30 a.m. ET / 9:30 a.m. CT, on November 5, 2026, to discuss the Company’s financial results for the three and nine months ended September 30, 2026. Interested parties may participate in the call by dialing (800) 245-3047 (Primary) or (203) 518-9765 (Alternate) and conference ID of USPHQ326. Please call approximately 10 minutes before the call is scheduled to begin. To listen to the live call, go to the Company’s website at www.usph.com at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, a playback of the conference call can be accessed until February 3, 2027, on the Company’s website.
FORWARD-LOOKING STATEMENTS
This press release contains statements that are considered to be forward-looking within the meaning under Section 21E of the Securities Exchange Act of 1934, as amended. These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among such statements may be those relating to new clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on our current views and assumptions and actual results could differ materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:
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changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;
•
revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
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changes in reimbursement rates or payment methods from third party payors including government agencies, and changes in the deductibles and co-pays owed by patients;
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private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability;
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compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;
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compliance with state laws and regulations relating to the corporate practice of medicine and fee splitting, and associated fines and penalties for failure to comply ;
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competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;
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the impact of a termination of one or more of the Company’s hospital affiliated arrangements, which could have an adverse impact on revenue and the results of operations;
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the impact of future public health crises and epidemics/pandemics;
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certain of our acquisition agreements contain put rights related to a future purchase of significant equity interests in our subsidiaries or in a separate company;
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the impact of future vaccinations and/or testing mandates at the federal, state and/or local level, which could have an adverse impact on staffing, revenue, costs and the results of operations;
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our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing, and our ability to operate our business;
•
changes as the result of government enacted national healthcare reform;
•
the ability to control variable interest entities for which we do not have a direct ownership;
•
business and regulatory conditions including federal and state regulations;
•
governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs;
•
revenue and earnings expectations;
•
contingent consideration provisions in certain of our acquisition agreements, the value of which may impact future financial results;
•
legal actions, which could subject us to increased operating costs and uninsured liabilities;
•
general economic conditions, including but not limited to inflationary and recessionary periods;
•
actual or perceived events involving banking volatility, defaults or other adverse developments that affect the U.S or the international financial systems, may result in market wide liquidity problems which could have a material and adverse impact on our available cash and results of operations;
•
our business depends on hiring, training, and retaining qualified employees;
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availability and cost of qualified physical therapists;
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competitive environment in the industrial injury prevention services business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences for that service line;
•
our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses;
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impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interest (minority interests);
•
maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;
•
a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act;
•
maintaining clients for which we perform management, industrial injury prevention related services, and other services, as a breach or termination of those contractual arrangements by such clients could cause operating results to be less than expected;
•
maintaining adequate internal controls;
•
use of generative artificial intelligence;
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maintaining necessary insurance coverage;
•
availability, terms, and use of capital; and
•
weather and other seasonal factors.
Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our forward-looking statements. For additional information regarding these and other risks and uncertainties, that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2026 and any risk factors contained in subsequent quarterly and annual reports we file with the SEC. Our forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we are under no obligation to update any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.
GLOSSARY OF TERMS
Mature revenue includes revenues from owned and hospital affiliated locations as well as homecare which were operational prior to January 1, 2025, and are still operating as of the balance sheet date. This metric excludes other management contracts.
Physical therapy revenue per patient visit is net revenue from owned and hospital affiliated clinics as well as homecare divided by total number of patient visits (defined below) during the periods presented. This metric excludes other management contracts.
Patient visits is the number of unique patient visits at the Company’s owned and hospital affiliated clinics as well as homecare for the periods presented. This metric excludes other management contracts.
Average daily visits per clinic is patient visits at the Company’s owned and hospital affiliated clinics, divided by the number of days in which normal business operations were conducted during the periods presented and further divided by the average number of owned and hospital affiliated clinics in operation during the periods presented. This metric excludes homecare and other management contracts.
Location count includes owned and hospital affiliated clinics as well as other management contracts. This metric excludes homecare.
ABOUT U.S. PHYSICAL THERAPY, INC.
Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 799 outpatient physical therapy locations in 45 states. USPH locations provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. USPH also has an industrial injury prevention business which provides onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations, and ergonomic assessments.
More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.
2
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
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Net patient revenue
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$ | 161,086 | $ | 164,024 | $ | 498,638 | $ | 480,754 | ||||||||
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Hospital affiliation revenue
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25,039 | - | 30,603 | - | ||||||||||||
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Other revenue
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36,433 | 33,108 | 105,661 | 97,510 | ||||||||||||
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Net revenue
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222,558 | 197,132 | 634,902 | 578,264 | ||||||||||||
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Operating cost
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Salaries and related costs
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130,408 | 116,619 | 375,300 | 341,656 | ||||||||||||
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Rent, supplies, contract labor and other
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41,471 | 36,115 | 118,888 | 104,086 | ||||||||||||
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Depreciation and amortization
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5,870 | 5,495 | 17,148 | 16,776 | ||||||||||||
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Provision for credit losses
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1,917 | 2,073 | 6,041 | 5,916 | ||||||||||||
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Clinic closure costs - lease and other
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(140 | ) | (42 | ) | (202 | ) | 269 | |||||||||
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Total operating cost
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179,526 | 160,260 | 517,175 | 468,703 | ||||||||||||
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Gross profit
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43,032 | 36,872 | 117,727 | 109,561 | ||||||||||||
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Corporate office costs
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17,827 | 17,414 | 55,106 | 51,135 | ||||||||||||
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Loss (gain) on change in fair value of contingent earn-out consideration
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104 | (5,872 | ) | 3,093 | (11,484 | ) | ||||||||||
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Operating income
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25,101 | 25,330 | 59,528 | 69,910 | ||||||||||||
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Other (expense) income
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Interest expense, debt and other
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(3,583 | ) | (2,408 | ) | (9,587 | ) | (7,109 | ) | ||||||||
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Interest income from investments
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24 | 33 | 69 | 85 | ||||||||||||
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Change in revaluation of put-right liability
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(599 | ) | (663 | ) | (404 | ) | (1,406 | ) | ||||||||
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Equity in earnings of unconsolidated affiliate
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346 | 361 | 1,118 | 1,155 | ||||||||||||
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Loss on extinguishment of debt
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- | - | (124 | ) | - | |||||||||||
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Gain (Loss) on sale of a partnership
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110 | - | 110 | (123 | ) | |||||||||||
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Other
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161 | 222 | 466 | 344 | ||||||||||||
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Total other expense
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(3,541 | ) | (2,455 | ) | (8,352 | ) | (7,054 | ) | ||||||||
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Income before taxes
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21,560 | 22,875 | 51,176 | 62,856 | ||||||||||||
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Provision for income taxes
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3,974 | 5,233 | 10,536 | 14,026 | ||||||||||||
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Net income
|
17,586 | 17,642 | 40,640 | 48,830 | ||||||||||||
|
Less: Net income attributable to non-controlling interest:
|
||||||||||||||||
|
Redeemable non-controlling interest - temporary equity
|
(5,806 | ) | (3,790 | ) | (12,400 | ) | (9,716 | ) | ||||||||
|
Non-controlling interest - permanent equity
|
(735 | ) | (714 | ) | (2,259 | ) | (3,684 | ) | ||||||||
| (6,541 | ) | (4,504 | ) | (14,659 | ) | (13,400 | ) | |||||||||
|
Net income attributable to USPH shareholders
|
$ | 11,045 | $ | 13,138 | $ | 25,981 | $ | 35,430 | ||||||||
|
Basic and diluted (loss) earnings per share attributable to USPH shareholders (1)
|
$ | (1.04 | ) | $ | 0.48 | $ | (0.90 | ) | $ | 1.85 | ||||||
|
Shares used in computation - basic and diluted
|
14,928 | 15,204 | 15,052 | 15,178 | ||||||||||||
|
Dividends declared per common share
|
$ | 0.46 | $ | 0.45 | $ | 1.38 | $ | 1.35 | ||||||||
| ____________________________________ | ||||||||||||||||
(1)
Please refer to the section titled “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measure” of this press release for the calculation of basic and diluted (loss) earnings per share.
3
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(IN THOUSANDS)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
|
Net income
|
$ | 17,586 | $ | 17,642 | $ | 40,640 | $ | 48,830 | ||||||||
|
Other comprehensive gain (loss):
|
||||||||||||||||
|
Unrealized gain (loss) on cash flow hedge
|
1,221 | (360 | ) | 1,675 | (2,489 | ) | ||||||||||
|
Tax effect at statutory rate (federal and state)
|
(324 | ) | 92 | (445 | ) | 636 | ||||||||||
|
Comprehensive income
|
$ | 18,483 | $ | 17,374 | $ | 41,870 | $ | 46,977 | ||||||||
|
Comprehensive income attributable to non-controlling interest
|
(6,541 | ) | (4,504 | ) | (14,659 | ) | (13,400 | ) | ||||||||
|
Comprehensive income attributable to USPH shareholders
|
$ | 11,942 | $ | 12,870 | $ | 27,211 | $ | 33,577 | ||||||||
4
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
SEGMENT INFORMATION
| Three Months Ended | Variance | |||||||||||||||
| September 30, 2026 | September 30, 2025 |
$
|
% | |||||||||||||
| (In thousands, except percentages) | ||||||||||||||||
|
Physical Therapy Operations
|
||||||||||||||||
|
Net patient revenue
|
$ | 161,086 | $ | 164,024 | $ | (2,938 | ) | (1.8 | )% | |||||||
|
Hospital affiliation revenue
|
25,039 | - | 25,039 | * | ||||||||||||
|
Other revenue (1)
|
3,414 | 4,086 | (672 | ) | (16.4 | )% | ||||||||||
|
Net revenue
|
189,539 | 168,110 | 21,429 | 12.7 | % | |||||||||||
|
Operating costs (1)
|
153,740 | 136,917 | 16,823 | 12.3 | % | |||||||||||
|
Gross profit
|
$ | 35,799 | $ | 31,193 | $ | 4,606 | 14.8 | % | ||||||||
|
IIP
|
||||||||||||||||
|
Net revenue
|
$ | 33,019 | $ | 29,022 | $ | 3,997 | 13.8 | % | ||||||||
|
Operating costs
|
25,786 | 23,343 | 2,443 | 10.5 | % | |||||||||||
|
Gross profit
|
$ | 7,233 | $ | 5,679 | $ | 1,554 | 27.4 | % | ||||||||
|
Financial and operating metrics (not in thousands):
|
||||||||||||||||
|
Patient visits (2)
|
1,682,642 | 1,554,207 | 128,435 | 8.3 | % | |||||||||||
|
Average daily visits per clinic (2)
|
33.4 | 32.2 | 1.2 | 3.7 | % | |||||||||||
|
Physical therapy revenue per patient visit (2)
|
$ | 110.61 | $ | 105.54 | $ | 5.07 | 4.8 | % | ||||||||
|
Mature revenue percent change (2)
|
6.4 | % | 0.2 | % | ||||||||||||
|
Salaries and related costs, as a percentage of revenue (3)(4)
|
58.2 | % | 58.2 | % | ||||||||||||
|
Adjusted salaries and related costs, as a percentage of revenue (3)(4)(5)
|
58.0 | % | 58.2 | % | ||||||||||||
|
Physical therapy operations gross profit margin
|
18.9 | % | 18.6 | % | ||||||||||||
|
Adjusted physical therapy operations gross profit margin (6)
|
19.1 | % | 18.5 | % | ||||||||||||
|
IIP gross profit margin
|
21.9 | % | 19.6 | % | ||||||||||||
|
(1) Includes revenues and/or costs related to other management contracts.
|
||||||||||||||||
|
(2) See Glossary of terms for definition. The average number of clinic locations used in the calculation of average daily visits per clinic was 767 for Q3 2026 and 739 for Q3 2025.
|
||||||||||||||||
|
(3) Beginning in the 2026 Second Quarter, the Company changed its salaries and related costs metric from cost-per-visit to percentage-of-revenue, which management believes is a more meaningful presentation. For hospital affiliated clinics, salaries and related costs reimbursements by hospital systems are recognized as revenue by USPH, supporting this presentation change. Prior period metrics have been revised to conform to the current presentation.
|
||||||||||||||||
|
(4) Includes cost and revenue from physical therapy operations. Excludes costs and revenue from other management contracts.
|
||||||||||||||||
|
(5) Excludes certain incentive costs related to Metro. See the section titled Reconciliation of non-GAAP Measures to the Most Directly Comparable GAAP Measure.
|
||||||||||||||||
|
(6) Excludes certain incentive costs related to the Metro acquisition, and clinic closure costs. See the section titled Reconciliation of non-GAAP Measures to the Most Directly Comparable GAAP Measure.
|
||||||||||||||||
|
* Not applicable
|
||||||||||||||||
5
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
SEGMENT INFORMATION
| Nine Months Ended | Variance | |||||||||||||||
| September 30, 2026 | September 30, 2025 | $ | % | |||||||||||||
|
Physical Therapy Operations
|
(In thousands, except percentages) | |||||||||||||||
|
Net patient revenue
|
$ | 498,638 | $ | 480,754 | $ | 17,884 | 3.7 | % | ||||||||
|
Hospital affiliation revenue
|
30,603 | - | 30,603 | * | ||||||||||||
|
Other revenue (1)
|
10,327 | 12,056 | (1,729 | ) | (14.3 | )% | ||||||||||
|
Net revenue
|
539,568 | 492,810 | 46,758 | 9.5 | % | |||||||||||
|
Operating costs (1)
|
441,801 | 399,933 | 41,868 | 10.5 | % | |||||||||||
|
Gross profit
|
$ | 97,767 | $ | 92,877 | $ | 4,890 | 5.3 | % | ||||||||
|
IIP
|
||||||||||||||||
|
Net revenue
|
$ | 95,334 | $ | 85,454 | $ | 9,880 | 11.6 | % | ||||||||
|
Operating costs
|
75,374 | 68,770 | 6,604 | 9.6 | % | |||||||||||
|
Gross profit
|
$ | 19,960 | $ | 16,684 | $ | 3,276 | 19.6 | % | ||||||||
|
Financial and operating metrics (not in thousands):
|
||||||||||||||||
|
Patient visits (2)
|
4,887,480 | 4,556,768 | 330,712 | 7.3 | % | |||||||||||
|
Average daily visits per clinic (2)
|
32.9 | 32.0 | 0.9 | 2.8 | % | |||||||||||
|
Physical therapy revenue per patient visit (2)
|
$ | 108.28 | $ | 105.50 | $ | 2.78 | 2.6 | % | ||||||||
|
Mature revenue percent change (2)
|
4.2 | % | 0.2 | % | ||||||||||||
|
Salaries and related costs, as a percentage of revenue (3)(4)
|
58.6 | % | 58.1 | % | ||||||||||||
|
Adjusted salaries and related costs, as a percentage of revenue (3)(4)(5)
|
58.4 | % | 58.0 | % | ||||||||||||
|
Physical therapy operations gross profit margin
|
18.1 | % | 18.8 | % | ||||||||||||
|
Adjusted physical therapy operations gross profit margin (6)
|
18.4 | % | 19.0 | % | ||||||||||||
|
IIP gross profit margin
|
20.9 | % | 19.5 | % | ||||||||||||
|
(1) Includes revenues and/or costs related to other management contracts.
|
||||||||||||||||
|
(2) See Glossary of terms for definition. The average number of clinic locations used in the calculation of average daily visits per clinic was 759 for 2026 and 732 for 2025.
|
||||||||||||||||
|
(3) Beginning in the 2026 Second Quarter, the Company changed its salaries and related costs metric from cost-per-visit to percentage-of-revenue, which management believes is a more meaningful presentation. For hospital affiliated clinics, salaries and related costs reimbursements by hospital systems are recognized as revenue by USPH, supporting this presentation change. Prior period metrics have been revised to conform to the current presentation.
|
||||||||||||||||
|
(4) Includes cost and revenue from physical therapy operations. Excludes costs and revenue from other management contracts.
|
||||||||||||||||
|
(5) Excludes certain incentive costs related to Metro. See the section titled Reconciliation of non-GAAP Measures to the Most Directly Comparable GAAP Measure.
|
||||||||||||||||
|
(6) Excludes certain incentive costs related to the Metro acquisition, business acquisition costs and clinic closure costs. See the section titled Reconciliation of non-GAAP Measures to the Most Directly Comparable GAAP Measure.
|
||||||||||||||||
|
* Not applicable
|
||||||||||||||||
6
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL AND PERFORMANCE METRICS
Revenue Metrics
| Physical Therapy Revenue Per Patient Visit (1) | Patient Visits (1) | Average Visits Per Clinic Per Day (2) | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
|
First quarter
|
$ | 106.49 | $ | 105.66 | 1,543,144 | 1,443,805 | 31.8 | 31.2 | ||||||||||||||||
|
Second quarter
|
$ | 107.59 | $ | 105.33 | 1,661,694 | 1,558,756 | 33.5 | 32.7 | ||||||||||||||||
|
Third quarter
|
$ | 110.61 | $ | 105.54 | 1,682,642 | 1,554,207 | 33.4 | 32.2 | ||||||||||||||||
|
Fourth quarter
|
$ | 106.49 | 1,593,336 | 32.7 | ||||||||||||||||||||
|
Year or Year-to-date
|
$ | 108.28 | $ | 105.76 | 4,887,480 | 6,150,104 | 32.9 | 32.2 | ||||||||||||||||
|
(1) See definition of the metrics above in the Glossary of Terms.
|
||||||||||||||||||||||||
|
(2) Excludes home-care visits.
|
||||||||||||||||||||||||
Physical Therapy Locations Roll Forward (1)
7
| 2026 | 2025 | |||||||
|
Number of clinics, beginning of period
|
778 | 759 | ||||||
|
Q1 additions
|
15 | 14 | ||||||
|
Q1 closed or sold
|
(12 | ) | (9 | ) | ||||
|
Number of clinics, end of period
|
781 | 764 | ||||||
|
Q2 additions
|
4 | 6 | ||||||
|
Q2 closed or sold
|
(4 | ) | (4 | ) | ||||
|
Number of clinics, end of period
|
781 | 766 | ||||||
|
Q3 additions
|
21 | 18 | ||||||
|
Q3 closed or sold
|
(3 | ) | (7 | ) | ||||
|
Number of clinics, end of period
|
799 | 777 | ||||||
|
Q4 additions
|
11 | |||||||
|
Q4 closed or sold
|
(10 | ) | ||||||
|
Number of clinics, end of period
|
799 | 778 | ||||||
|
Year-to-date total additions
|
40 | 49 | ||||||
|
Year-to-date total closed or sold
|
(19 | ) | (30 | ) | ||||
| _________________________ |
(1) See “Glossary of Terms” for the definition
8
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
| September 30, 2026 | December 31, 2025 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 38,225 | $ | 35,570 | ||||
|
Patient accounts receivable, less provision for credit losses of $4,120 and $3,775, respectively
|
63,215 | 64,249 | ||||||
|
Accounts receivable - other
|
34,174 | 24,087 | ||||||
|
Other current assets
|
19,147 | 16,084 | ||||||
|
Total current assets
|
154,761 | 139,990 | ||||||
|
Fixed assets:
|
||||||||
|
Furniture and equipment
|
75,838 | 67,891 | ||||||
|
Leasehold improvements
|
62,556 | 58,985 | ||||||
|
Fixed assets, gross
|
138,394 | 126,876 | ||||||
|
Less accumulated depreciation and amortization
|
(96,183 | ) | (91,225 | ) | ||||
|
Fixed assets, net
|
42,211 | 35,651 | ||||||
|
Operating lease right-of-use assets
|
164,361 | 144,197 | ||||||
|
Investment in unconsolidated affiliate
|
12,358 | 12,275 | ||||||
|
Goodwill
|
732,803 | 692,392 | ||||||
|
Other identifiable intangible assets, net
|
180,374 | 172,861 | ||||||
|
Other assets
|
8,873 | 6,644 | ||||||
|
Total assets
|
$ | 1,295,741 | $ | 1,204,010 | ||||
| LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST | ||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable - trade
|
$ | 5,360 | $ | 6,059 | ||||
|
Accrued expenses
|
44,632 | 49,424 | ||||||
|
Current portion of operating lease liabilities
|
44,552 | 42,134 | ||||||
|
Current portion of term loan and notes payable
|
4,415 | 9,865 | ||||||
|
Other current liabilities
|
10,259 | 31,558 | ||||||
|
Total current liabilities
|
109,218 | 139,040 | ||||||
|
Notes payable, net of current portion
|
1,283 | 417 | ||||||
|
Revolving facility
|
72,700 | 30,500 | ||||||
|
Term loan, net of current portion and deferred financing costs
|
167,703 | 121,677 | ||||||
|
Deferred taxes
|
23,931 | 28,391 | ||||||
|
Operating lease liabilities, net of current portion
|
129,283 | 110,572 | ||||||
|
Other long-term liabilities
|
4,240 | 3,214 | ||||||
|
Total liabilities
|
508,358 | 433,811 | ||||||
|
Redeemable non-controlling interest - temporary equity
|
357,306 | 293,311 | ||||||
|
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
|
- | - | ||||||
|
Common stock, $.01 par value, 20,000,000 shares authorized,
|
||||||||
|
17,532,646 and 17,418,621 shares issued, respectively
|
175 | 174 | ||||||
|
Additional paid-in capital
|
292,562 | 285,522 | ||||||
|
Accumulated other comprehensive gain
|
1,944 | 714 | ||||||
|
Retained earnings
|
191,254 | 227,216 | ||||||
|
Treasury stock at cost, 2,605,083 shares and 2,296,059 shares, respectively
|
(56,632 | ) | (37,194 | ) | ||||
|
Total USPH shareholders’ equity
|
429,303 | 476,432 | ||||||
|
Non-controlling interest - permanent equity
|
774 | 456 | ||||||
|
Total USPH shareholders' equity and non-controlling interest - permanent equity
|
430,077 | 476,888 | ||||||
|
Total liabilities, redeemable non-controlling interest,
|
||||||||
|
USPH shareholders' equity and non-controlling interest - permanent equity
|
$ | 1,295,741 | $ | 1,204,010 | ||||
9
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
| Nine Months Ended | ||||||||
| September 30, 2026 | September 30, 2025 | |||||||
|
OPERATING ACTIVITIES
|
||||||||
|
Net income including non-controlling interest
|
$ | 40,640 | $ | 48,830 | ||||
|
Adjustments to reconcile net income including non-controlling interest to net cash provided by
operating activities:
|
||||||||
|
Depreciation and amortization
|
18,182 | 17,756 | ||||||
|
Provision for credit losses
|
6,041 | 5,916 | ||||||
|
Equity-based awards compensation expense
|
8,476 | 6,151 | ||||||
|
Amortization of debt issuance costs
|
343 | 315 | ||||||
|
Change in deferred income taxes
|
7,740 | 11,163 | ||||||
|
Change in revaluation of put-right liability
|
404 | 1,406 | ||||||
|
Change in fair value of contingent earn-out consideration
|
3,093 | (11,484 | ) | |||||
|
Equity of earnings in unconsolidated affiliate
|
(1,118 | ) | (1,155 | ) | ||||
|
Loss on sale of clinics and fixed assets
|
525 | 420 | ||||||
|
(Gain) loss on sale of a partnership
|
(110 | ) | 123 | |||||
|
Loss on extinguishment of debt
|
124 | - | ||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Patient accounts receivable, net
|
(3,422 | ) | (13,604 | ) | ||||
|
Accounts receivable - other
|
(8,566 | ) | 3,559 | |||||
|
Other current and long term assets
|
(3,583 | ) | (8,155 | ) | ||||
|
Accounts payable, accrued expenses and other current liabilities
|
(4,203 | ) | (10,908 | ) | ||||
|
Other long-term liabilities
|
(664 | ) | (207 | ) | ||||
|
Net cash provided by operating activities
|
63,902 | 50,126 | ||||||
|
INVESTING ACTIVITIES
|
||||||||
|
Purchase of fixed assets
|
(15,810 | ) | (10,145 | ) | ||||
|
Purchase of majority interest in businesses, net of cash acquired
|
(36,468 | ) | (15,214 | ) | ||||
|
Purchase of redeemable non-controlling interest, temporary equity
|
(13,549 | ) | (8,579 | ) | ||||
|
Purchase of non controlling interest, permanent equity
|
(9,018 | ) | (196 | ) | ||||
|
Proceeds on sale of non-controlling interest, permanent equity
|
(502 | ) | 9 | |||||
|
Repayment of notes receivable related to sales of redeemable non-controlling interest
|
418 | 387 | ||||||
|
Proceeds on sale of partnership interest - redeemable non-controlling interest, temporary equity
|
740 | 149 | ||||||
|
Distributions from unconsolidated affiliate
|
1,036 | 1,089 | ||||||
|
Proceeds on sale of partnership interest, clinics and fixed assets
|
- | 700 | ||||||
|
Other
|
467 | 531 | ||||||
|
Net cash (used in) investing activities
|
(72,686 | ) | (31,269 | ) | ||||
|
FINANCING ACTIVITIES
|
||||||||
|
Payment of debt issuance costs
|
(2,214 | ) | - | |||||
|
Proceeds from revolving facility
|
234,262 | 146,500 | ||||||
|
Payments on revolving facility
|
(192,062 | ) | (131,000 | ) | ||||
|
Distributions to non-controlling interest, permanent and temporary equity
|
(16,767 | ) | (14,610 | ) | ||||
|
Cash dividends paid to shareholders
|
(20,735 | ) | (20,520 | ) | ||||
|
Proceeds from term loan
|
45,625 | - | ||||||
|
Payments on term loan
|
(2,969 | ) | (7,500 | ) | ||||
|
Principal payments on notes payable
|
(672 | ) | (1,994 | ) | ||||
|
Payment for taxes related to net settlement of equity awards
|
(204 | ) | - | |||||
|
Repurchases of common stock
|
(19,233 | ) | - | |||||
|
Payment of contingent consideration
|
(13,592 | ) | - | |||||
|
Other
|
- | 7 | ||||||
|
Net cash provided by (used in) financing activities
|
11,439 | (29,117 | ) | |||||
|
Net increase (decrease) in cash and cash equivalents
|
2,655 | (10,260 | ) | |||||
|
Cash and cash equivalents - beginning of period
|
35,570 | 41,362 | ||||||
|
Cash and cash equivalents - end of period
|
$ | 38,225 | $ | 31,102 | ||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||
|
Cash paid during the period for:
|
||||||||
|
Income taxes
|
$ | 7,351 | $ | 11,809 | ||||
|
Interest paid on credit facilities and other notes payable
|
9,705 | 7,305 | ||||||
|
Non-cash investing and financing transactions during the period:
|
||||||||
|
Purchase of businesses - seller financing portion
|
900 | 300 | ||||||
|
Fair market value of initial contingent consideration related to purchase of businesses
|
100 | 5,731 | ||||||
|
Notes payable related to purchase of redeemable non-controlling interest, temporary equity
|
78 | 135 | ||||||
|
Notes payable related to purchase of redeemable non-controlling interest, permanent equity
|
16 | - | ||||||
|
Notes receivable related to sale of redeemable non-controlling interest, temporary equity
|
4,751 | 2,017 | ||||||
|
Notes receivable related to the sale of non-controlling interest, permanent equity
|
527 | 29 | ||||||
|
Offset to notes receivable associated with purchase of redeemable non-controlling interest
|
72 | 254 | ||||||
10
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
TO THE MOST DIRECTLY COMPARABLE GAAP MEASURE
The following tables provide details of the basic and diluted earnings per share computation and reconcile net income attributable to USPH shareholders calculated in accordance with GAAP to non-GAAP adjusted EBITDA, non-GAAP adjusted net income and non-GAAP adjusted earnings per share. The tables also provide a reconciliation of additional non-GAAP measures to the most comparable GAAP measure. Management believes providing adjusted EBITDA, adjusted net income and adjusted earnings per share to investors is useful for comparing the Company's period-to-period results as well as for comparing with other similar businesses since most do not have redeemable instruments and therefore have different equity structures. Management uses adjusted EBITDA, adjusted net income and adjusted earnings per share, which eliminate certain items described above that can be subject to volatility and unusual costs, as the principal measures to evaluate and monitor financial performance period over period.
Non-GAAP adjusted EBITDA is defined as net income attributable to USPH shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, gain or loss on sale of a partnership, settlement of a payor dispute, other income and related portions for non-controlling interests, and other non-recurring items as applicable.
Non-GAAP adjusted net income equals net income attributable to USPH shareholders less changes in revaluation of a put-right liability, clinic closure costs, gain or loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial and human resources systems upgrade, settlement of a payor dispute, any allocations to non-controlling interests, all net of taxes, and other non-recurring items as applicable. Non-GAAP adjusted earnings per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.
Adjusted EBITDA, adjusted net income and adjusted earnings per share are not measures of financial performance under GAAP. Adjusted EBITDA, adjusted net income, adjusted earnings per share and other non-GAAP measures should not be considered in isolation or as an alternative to, or substitute for, net income attributable to USPH shareholders presented in the consolidated financial statements.
11
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
ADJUSTED EBITDA, ADJUSTED NET INCOME, ADJUSTED EARNINGS PER SHARE
AND EARNINGS PER SHARE
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| (In thousands, except per share data) | ||||||||||||||||
|
Adjusted EBITDA (a non-GAAP measure)
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$ | 11,045 | $ | 13,138 | $ | 25,981 | $ | 35,430 | ||||||||
|
Adjustments:
|
||||||||||||||||
|
Provision for income taxes
|
3,974 | 5,233 | 10,536 | 14,026 | ||||||||||||
|
Depreciation and amortization
|
6,247 | 5,832 | 18,182 | 17,756 | ||||||||||||
|
Interest expense, debt and other, net
|
3,583 | 2,408 | 9,587 | 7,109 | ||||||||||||
|
Interest income from investments
|
(24 | ) | (33 | ) | (69 | ) | (85 | ) | ||||||||
|
Equity-based awards compensation expense
|
2,997 | 2,263 | 8,476 | 6,151 | ||||||||||||
|
Change in revaluation of put-right liability
|
599 | 663 | 404 | 1,406 | ||||||||||||
|
Loss (gain) on change in fair value of contingent earn-out consideration
|
104 | (5,872 | ) | 3,093 | (11,484 | ) | ||||||||||
|
Clinic closure costs (1)
|
(140 | ) | (42 | ) | (202 | ) | 269 | |||||||||
|
Business acquisition related recoveries (costs) (2)
|
(102 | ) | 70 | 654 | 870 | |||||||||||
|
ERP implementation costs (3)
|
370 | 664 | 1,097 | 885 | ||||||||||||
|
(Gain) loss on sale of a partnership
|
(110 | ) | - | (110 | ) | 123 | ||||||||||
|
Settlement of a payor dispute
|
500 | - | 500 | - | ||||||||||||
|
Loan amendment costs (4)
|
- | - | 288 | - | ||||||||||||
|
Loss on extinguishment of debt (4)
|
- | - | 124 | - | ||||||||||||
|
Other income
|
(161 | ) | (222 | ) | (466 | ) | (344 | ) | ||||||||
|
Allocation to non-controlling interests
|
(1,101 | ) | (247 | ) | (3,099 | ) | (1,856 | ) | ||||||||
|
Adjusted EBITDA
|
$ | 27,781 | $ | 23,855 | $ | 74,976 | $ | 70,256 | ||||||||
|
Adjusted net income and adjusted earnings per share (non-GAAP measures)
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$ | 11,045 | $ | 13,138 | $ | 25,981 | $ | 35,430 | ||||||||
|
Adjustments:
|
||||||||||||||||
|
Change in revaluation of put-right liability
|
599 | 663 | 404 | 1,406 | ||||||||||||
|
Loss (gain) on change in fair value of contingent earn-out consideration
|
104 | (5,872 | ) | 3,093 | (11,484 | ) | ||||||||||
|
Clinic closure costs (1)
|
(140 | ) | (42 | ) | 11 | 269 | ||||||||||
|
Business acquisition related recoveries (costs) (2)
|
(102 | ) | 70 | 654 | 870 | |||||||||||
|
ERP implementation costs (3)
|
370 | 664 | 1,097 | 885 | ||||||||||||
|
(Gain) loss on sale of a partnership
|
(110 | ) | - | (110 | ) | 123 | ||||||||||
|
Settlement of a payor dispute
|
500 | - | 500 | - | ||||||||||||
|
Loan amendment costs (4)
|
- | - | 288 | - | ||||||||||||
|
Loss on extinguishment of debt (4)
|
- | - | 124 | - | ||||||||||||
|
Allocation to non-controlling interest
|
15 | 397 | (343 | ) | 279 | |||||||||||
|
Tax effect at statutory rate (federal and state)
|
(328 | ) | 1,053 | (1,518 | ) | 1,955 | ||||||||||
|
Adjusted net income
|
$ | 11,953 | $ | 10,071 | $ | 30,181 | $ | 29,733 | ||||||||
|
Adjusted earnings per share
|
$ | 0.80 | $ | 0.66 | $ | 2.01 | $ | 1.96 | ||||||||
|
Earnings per share
|
||||||||||||||||
|
Computation of earnings per share - USPH shareholders:
|
||||||||||||||||
|
Net income attributable to USPH shareholders
|
$ | 11,045 | $ | 13,138 | $ | 25,981 | $ | 35,430 | ||||||||
|
Charges to retained earnings:
|
. | |||||||||||||||
|
Revaluation of redeemable non-controlling interest
|
(36,188 | ) | (7,918 | ) | (53,851 | ) | (9,821 | ) | ||||||||
|
Tax effect at statutory rate (federal and state)
|
9,608 | 2,023 | 14,297 | 2,509 | ||||||||||||
| $ | (15,535 | ) | $ | 7,243 | $ | (13,573 | ) | $ | 28,118 | |||||||
|
(Loss) earnings per share (basic and diluted)
|
$ | (1.04 | ) | $ | 0.48 | $ | (0.90 | ) | $ | 1.85 | ||||||
|
Shares used in computation (basic and diluted)
|
14,928 | 15,204 | 15,052 | 15,178 | ||||||||||||
|
(1) Costs associated with clinic closures during the periods presented and, for purposes of adjusted net income, includes accelerated depreciation related to closed clinics.
|
||||||||||||||||
|
(2) Certain expenses related to the acquisitions of equity interests in certain partnerships and costs associated with entering into hospital affiliated contracts.
|
||||||||||||||||
|
(3) Costs related to a one-time financial and human resources systems upgrade.
|
||||||||||||||||
|
(4) Costs related to the amendment of the Company's Credit Agreement.
|
||||||||||||||||
12
U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP MEASURES TO THE
MOST COMPARABLE GAAP MEASURES
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||
| Segment information - Physical Therapy Operations | Corporate | |||||||||||||||||||||||
| Salaries and related (5) | Gross Profit | Corporate Costs | ||||||||||||||||||||||
| Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | |||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||
|
Reported (GAAP)
|
$ | 109,175 | 58.2 | % | $ | 35,799 | 18.9 | % | $ | 17,827 | 8.0 | % | ||||||||||||
|
Adjustments
|
||||||||||||||||||||||||
|
Clinic closure costs (1)
|
(140 | ) | (0.1 | )% | ||||||||||||||||||||
|
Metro incentive costs (2)
|
(449 | ) | (0.2 | )% | 449 | 0.2 | % | |||||||||||||||||
|
Business acquisition related recoveries(3)
|
102 | * | ||||||||||||||||||||||
|
ERP implementation costs (4)
|
(370 | ) | (0.2 | )% | ||||||||||||||||||||
|
Settlement of a payor dispute
|
(500 | ) | (0.2 | )% | ||||||||||||||||||||
|
Adjusted (Non-GAAP)
|
$ | 108,726 | 58.0 | % | $ | 36,108 | 19.1 | % | $ | 17,059 | 7.7 | % | ||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Segment information - Physical Therapy Operations | Corporate | |||||||||||||||||||||||
| Salaries and related (5) | Gross Profit | Corporate Costs | ||||||||||||||||||||||
| Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | |||||||||||||||||||
|
Reported (GAAP)
|
$ | 96,470 | 58.2 | % | $ | 31,193 | 18.6 | % | $ | 17,414 | 8.8 | % | ||||||||||||
|
Adjustments
|
||||||||||||||||||||||||
|
Clinic closure costs (1)
|
(42 | ) | * | |||||||||||||||||||||
|
Metro incentive costs (2)
|
8 | * | (8 | ) | * | |||||||||||||||||||
|
Business acquisition related costs(3)
|
(70 | ) | * | |||||||||||||||||||||
|
ERP implementation costs (4)
|
(664 | ) | (0.3 | )% | ||||||||||||||||||||
|
Adjusted (Non-GAAP)
|
$ | 96,478 | 58.2 | % | $ | 31,143 | 18.5 | % | $ | 16,680 | 8.5 | % | ||||||||||||
|
_______________________________________
|
||||||||||||||||||||||||
|
(1) Costs that are associated with closed clinics (owned).
|
||||||||||||||||||||||||
|
(2) Certain earnout bonuses and incentive costs related to Metro.
|
||||||||||||||||||||||||
|
(3) Certain expenses related to the acquisitions of equity interests in certain partnerships and costs associated with entering into hospital affiliated contracts.
|
||||||||||||||||||||||||
|
(4) Costs related to a one-time financial and human resources systems upgrade.
|
||||||||||||||||||||||||
|
(5) Excludes revenues and costs related to management contracts.
|
||||||||||||||||||||||||
|
* Not meaningful
|
||||||||||||||||||||||||
13
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
RECONCILIATION OF OTHER NON-GAAP MEASURES TO THE
MOST COMPARABLE GAAP MEASURES
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||
| Segment information - Physical Therapy Operations | Corporate | |||||||||||||||||||||||
| Salaries and related (6) | Gross Profit | Corporate Costs | ||||||||||||||||||||||
| Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | |||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||
|
Reported (GAAP)
|
$ | 313,063 | 58.6 | % | $ | 97,767 | 18.1 | % | $ | 55,106 | 8.7 | % | ||||||||||||
|
Adjustments
|
||||||||||||||||||||||||
|
Clinic closure costs (1)
|
11 | * | ||||||||||||||||||||||
|
Metro incentive costs (2)
|
(1,525 | ) | (0.3 | )% | 1,525 | 0.3 | % | |||||||||||||||||
|
Business acquisition related costs(3)
|
107 | * | (547 | ) | (0.1 | )% | ||||||||||||||||||
|
ERP implementation costs (4)
|
(1,097 | ) | (0.2 | )% | ||||||||||||||||||||
|
Amended credit facility costs (5)
|
(288 | ) | * | |||||||||||||||||||||
|
Settlement of dispute
|
(500 | ) | (0.1 | )% | ||||||||||||||||||||
|
Adjusted (Non-GAAP)
|
$ | 311,538 | 58.4 | % | $ | 99,410 | 18.4 | % | $ | 52,674 | 8.3 | % | ||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Segment information - Physical Therapy Operations | Corporate | |||||||||||||||||||||||
| Salaries and related (6) | Gross Profit | Corporate Costs | ||||||||||||||||||||||
| Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | Amount | As a % of Net Revenue | |||||||||||||||||||
| (in thousands, except percentages) | ||||||||||||||||||||||||
|
Reported (GAAP)
|
$ | 282,146 | 58.1 | % | $ | 92,877 | 18.8 | % | $ | 51,135 | 8.8 | % | ||||||||||||
|
Adjustments
|
||||||||||||||||||||||||
|
Clinic closure costs (1)
|
269 | 0.1 | % | |||||||||||||||||||||
|
Metro incentive costs (2)
|
(286 | ) | (0.1 | )% | 286 | 0.1 | % | |||||||||||||||||
|
Business acquisition related costs(3)
|
(367 | ) | (0.1 | )% | 367 | 0.1 | % | (503 | ) | (0.1 | )% | |||||||||||||
|
ERP implementation costs (4)
|
(885 | ) | (0.2 | )% | ||||||||||||||||||||
|
Adjusted (Non-GAAP)
|
$ | 281,493 | 58.0 | % | $ | 93,799 | 19.0 | % | $ | 49,748 | 8.6 | % | ||||||||||||
|
____________________________________
|
||||||||||||||||||||||||
|
(1) These are costs incurred during the period that are associated with closed clinics (owned).
|
||||||||||||||||||||||||
|
(2) Certain earnout bonuses and incentive costs related to Metro.
|
||||||||||||||||||||||||
|
(3) Certain expenses related to the acquisitions of equity interests in certain partnerships and includes costs associated with entering into hospital affiliated contracts.
|
||||||||||||||||||||||||
|
(4) Costs related to a one-time financial and human resources systems upgrade.
|
||||||||||||||||||||||||
|
(5) Certain fees expensed when entering into the Fourth Amended Credit Facility.
|
||||||||||||||||||||||||
|
(6) Excludes revenues and costs related to management contracts.
|
||||||||||||||||||||||||
|
* Not meaningful
|
||||||||||||||||||||||||