U S PHYSICAL THERAPY INC /NV 10-Q

ITEM 1. FINANCIAL STATEMENTS U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS ) March 31, 2024 December 31, 2023 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 132,290 $ 152,825 Patient accounts receivable, less provision for credit losses of $ 2,936 and $ 2,736 , respectively 55,363 51,866 Accounts receivable - other 21,774 17,854 Other current assets 11,715 10,830 Total current assets 221,142 233,375 Fixed assets: Furniture and equipment 65,550 63,982 Leasehold improvements 47,458 46,941 Fixed assets, gross 113,008 110,923 Less accumulated depreciation and amortization ( 86,757 ) ( 84,821 ) Fixed assets, net 26,251 26,102 Operating lease right-of-use assets 102,113 103,431 Investment in unconsolidated affiliate 12,160 12,256 Goodwill 534,271 509,571 Other identifiable intangible assets, net 116,888 109,682 Other assets 4,431 2,821 Total assets $ 1,017,256 $ 997,238 LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST, USPH SHAREHOLDERS’ EQUITY AND NON-CONTROLLING INTEREST Current liabilities: Accounts payable - trade $ 4,866 $ 3,898 Accrued expenses 53,749 55,344 Current portion of operating lease liabilities 34,699 35,252 Current portion of term loan and notes payable 9,222 7,691 Total current liabilities 102,536 102,185 Notes payable, net of current portion 804 1,289 Term loan, net of current portion and deferred financing costs 135,945 137,702 Deferred taxes 27,337 24,815 Operating lease liabilities, net of current portion 75,680 76,653 Other long-term liabilities 2,988 2,356 Total liabilities 345,290 345,000 Redeemable non-controlling interest - temporary equity 190,733 174,828 Commitments and Contingencies U.S. Physical Therapy, Inc. (“USPH”) shareholders’ equity: Preferred stock, $ 0.01 par value, 500,000 shares authorized, no shares issued and outstanding - - Common stock, $ 0.01 par value, 20,000,000 shares authorized, 17,282,822 and 17,202,291 shares issued, respectively 172 172 Additional paid-in capital 283,546 281,096 Accumulated other comprehensive gain 4,108 2,782 Retained earnings 223,573 223,772 Treasury stock at cost, 2,214,737 shares ( 31,628 ) ( 31,628 ) Total USPH shareholders’ equity 479,771 476,194 Non-controlling interest - permanent equity 1,462 1,216 Total USPH shareholders’ equity and non-controlling interest - permanent equity 481,233 477,410 Total liabilities, redeemable non-controlling interest, USPH shareholders’ equity and non-controlling interest - permanent equity $ 1,017,256 $ 997,238 The accompanying notes are an integral part of these unaudited Consolidated Financial Statements. 3 Table of Contents U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF NET INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) Three Months Ended March 31, 2024 March 31, 2023 Net patient revenue $ 131,075 $ 126,581 Other revenue 24,600 21,928 Net revenue 155,675 148,509 Operating cost: Salaries and related costs 93,731 86,040 Rent, supplies, contract labor and other 31,916 30,100 Provision for credit losses 1,627 1,512 Total operating cost 127,274 117,652 Gross profit 28,401 30,857 Corporate office costs 14,085 13,859 Operating income 14,316 16,998 Other income (expense): Interest expense, debt and other ( 1,968 ) ( 2,560 ) Interest income from investments 1,543 64 Change in fair value of contingent earn-out consideration 612 ( 698 ) Change in revaluation of put-right liability ( 80 ) ( 149 ) Equity in earnings of unconsolidated affiliate 271 274 Relief Funds - 467 Other 62 - Total other income (expense) 440 ( 2,602 ) Income before taxes 14,756 14,396 Provision for income taxes 3,139 2,969 Net income 11,617 11,427 Less: Net income attributable to non-controlling interest: Redeemable non-controlling interest - temporary equity ( 2,227 ) ( 2,720 ) Non-controlling interest - permanent equity ( 1,344 ) ( 1,297 ) ( 3,571 ) ( 4,017 ) Net income attributable to USPH shareholders $ 8,046 $ 7,410 Basic and diluted earnings per share attributable to USPH shareholders (1) $ 0.46 $ 0.58 Shares used in computation - basic and diluted 15,017 13,025 Dividends declared per common share $ 0.44 $ 0.43 The accompanying notes are an integral part of these unaudited Consolidated Financial Statements. 4 Table of Contents U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (IN THOUSANDS) Three Months Ended March 31, 2024 March 31, 2023 Net income $ 11,617 $ 11,427 Other comprehensive gain (loss): Unrealized gain (loss) on cash flow hedge 1,781 ( 1,817 ) Tax effect at statutory rate (federal and state) ( 455 ) 464 Comprehensive income $ 12,943 $ 10,074 Comprehensive income attributable to non-controlling interest ( 3,571 ) ( 4,017 ) Comprehensive income attributable to USPH shareholders $ 9,372 $ 6,057 The accompanying notes are an integral part of these unaudited Consolidated Financial Statements. 5 Table of Contents U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Three Months Ended March 31, 2024 March 31, 2023 OPERATING ACTIVITIES Net income including non-controlling interest $ 11,617 $ 11,427 Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: Depreciation and amortization 4,095 3,788 Provision for credit losses 1,627 1,512 Equity-based awards compensation expense 1,997 1,806 Amortization of debt issue costs 106 106 Change in deferred income taxes 1,943 221 Change in revaluation of put-right liability 80 149 Change in fair value of contingent earn-out consideration ( 612 ) 698 Equity of earnings in unconsolidated affiliate ( 271 ) ( 274 ) Loss on sale of fixed assets 5 - Other - 19 Changes in operating assets and liabilities: Increase in patient accounts receivable ( 5,124 ) ( 5,999 ) Increase in accounts receivable - other ( 3,985 ) ( 796 ) (Decrease) increase in other current and long term assets ( 433 ) 1,897 Decrease in accounts payable and accrued expenses ( 6,678 ) ( 1,846 ) Increase (decrease) in other long-term liabilities 52 ( 1,359 ) Net cash provided by operating activities 4,419 11,349 INVESTING ACTIVITIES Purchase of fixed assets ( 1,838 ) ( 2,059 ) Purchase of majority interest in businesses, net of cash acquired ( 15,971 ) ( 5,796 ) Purchase of redeemable non-controlling interest, temporary equity ( 2,702 ) ( 5,178 ) Purchase of non controlling interest, permanent equity ( 498 ) - Proceeds on sale of non-controlling interest, permanent equity 23 - Proceeds on sale of partnership interest - redeemable non-controlling interest, temporary equity 67 107 Distributions from unconsolidated affiliate 367 245 Other 88 - Net cash used in investing activities ( 20,464 ) ( 12,681 ) FINANCING ACTIVITIES Proceeds from revolving facility - 7,000 Distributions to non-controlling interest, permanent and temporary equity ( 3,160 ) ( 3,297 ) Principal payments on notes payable ( 392 ) ( 422 ) Payments on term loan ( 938 ) ( 938 ) Net cash (used in) provided by financing activities ( 4,490 ) 2,343 Net (decrease) increase in cash and cash equivalents ( 20,535 ) 1,011 Cash and cash equivalents - beginning of period 152,825 31,594 Cash and cash equivalents - end of period $ 132,290 $ 32,605 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Income taxes $ 367 $ 442 Interest paid $ 1,844 $ 1,377 Non-cash investing and financing transactions during the period: Purchase of interest in businesses - seller financing portion $ 500 $ 360 Notes payable related to purchase of redeemable non-controlling interest, temporary equity $ - $ 611 Offset of notes receivable associated with purchase of redeemable non-controlling interest $ 75 $ - Notes receivable related to sale of redeemable non-controlling interest, temporary equity $ 315 $ 532 Notes receivable related to the sale of non-controlling interest, permanent equity $ 243 $ - Dividends payable to USPH shareholders $ 6,630 $ 5,617 The accompanying notes are an integral part of these unaudited Consolidated Financial Statements. 6 Table of Contents 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 Shares Amount Paid-In Capital Comprehensive Gain 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 - - - - 8,046 - - 8,046 - 8,046 Net income attributable to non-controlling interest - permanent equity - - - - - - - - 1,344 1,344 Issuance of restricted stock, net of cancellations 81 - - - - - - - - - Revaluation of redeemable non-controlling interest - - - - ( 1,439 ) - - ( 1,439 ) - ( 1,439 ) Compensation expense - equity-based awards - - 1,997 - - - - 1,997 - 1,997 Sale of non-controlling interest - - 198 - - - - 198 - 198 Purchase of partnership interests - non-controlling interest - - ( 345 ) - - - - ( 345 ) ( 38 ) ( 383 ) Dividends payable to USPH shareholders - - - - ( 6,630 ) - - ( 6,630 ) - ( 6,630 ) Distributions to non-controlling interest partners - permanent equity - - - - - - - - ( 1,060 ) ( 1,060 ) Deferred taxes related to redeemable non-controlling interest - temporary equity - - - - ( 175 ) - - ( 175 ) - ( 175 ) Other comprehensive gain - - - 1,326 - - - 1,326 - 1,326 Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans - - 600 - - - - 600 - 600 Other - - - - ( 1 ) - - ( 1 ) - ( 1 ) Balance March 31, 2024 17,283 $ 172 $ 283,546 $ 4,108 $ 223,573 ( 2,215 ) $ ( 31,628 ) $ 479,771 $ 1,462 $ 481,233 U.S.Physical Therapy, Inc. Common Stock Additional Accumulated Other Retained Treasury Stock Total Shareholders’ Non-Controlling Shares Amount Paid-In Capital Comprehensive Loss Earnings Shares Amount Equity Interests Total Balance December 31, 2022 15,216 $ 152 $ 110,317 $ 4,004 $ 232,948 ( 2,215 ) $ ( 31,628 ) $ 315,793 $ 1,260 $ 317,053 Net income attributable to USPH shareholders - - - - 7,410 - - 7,410 - 7,410 Net income attributable to non-controlling interest - permanent equity - - - - - - - - 1,297 1,297 Issuance of restricted stock, net of cancellations 61 - - - - - - - - - Revaluation of redeemable non-controlling interest, net of tax - - - - ( 119 ) - - ( 119 ) - ( 119 ) Compensation expense - equity-based awards - - 1,806 - - - - 1,806 - 1,806 Dividends payable to USPH shareholders - - - - ( 5,617 ) - - ( 5,617 ) - ( 5,617 ) Distributions to non-controlling interest partners - permanent equity - - - - - - - - ( 1,139 ) ( 1,139 ) Deferred taxes related to redeemable non-controlling interest - temporary equity - - - - 137 - - 137 - 137 Other comprehensive gain - - - ( 1,353 ) - - - ( 1,353 ) - ( 1,353 ) Other - - - - 1 - - 1 - 1 Balance March 31, 2023 15,277 $ 152 $ 112,123 $ 2,651 $ 234,760 ( 2,215 ) $ ( 31,628 ) $ 318,058 $ 1,418 $ 319,476 The accompanying notes are an integral part of these unaudited Consolidated Financial Statements. 7 Table of Contents U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation and Significant Accounting Policies Nature of Business U.S. Physical Therapy, Inc. and its subsidiaries (the “Company”) operates its business through two reportable business segments. The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services (“IIP”) 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 IIP segment include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments. As of March 31, 2024, the Company operated 679 clinics in 42 states. In addition to the 679 clinics, the Company also managed 41 physical therapy practices for unrelated physician groups and hospitals as of March 31, 2024. D uring the three months ended March 31, 2024, and for the year-ended December 31, 2023, the Company completed the acquisitions of the following clinic practices and IIP businesses: Acquisition Date % Interest Acquired Number of Clinics March 2024 Acquisition March 29, 2024 50 % 9 October 2023 Acquisition October 31, 2023 ** * September 2023 Acquisition 1 September 29, 2023 70 % 4 September 2023 Acquisition 2 September 29, 2023 70 % 1 July 2023 Acquisition July 31, 2023 70 % 7 May 2023 Acquisition May 31, 2023 45 % 4 February 2023 Acquisition February 28, 2023 80 % 1 * IIP business. ** On October 31, 2023, the Company concurrently acquired 100 % of an IIP business and a 55 % equity interest in an ergonomics software business. 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 10-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. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 29, 2024. Interim results are not necessarily indicative of the results the Company expects for the entire year. Principles of Consolidation The consolidated financial statements include the accounts of the Company. All significant intercompany transactions have been eliminated. 8 Table of Contents Segment Reporting Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by chief operating decision makers in determining the allocation of resources and in assessing performance. The Company currently operates through two segments: physical therapy operations and IIP. Use of Estimates In 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, allowance for receivables, 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. Goodwill and Other Indefinite-Lived Intangible Assets 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 2009, from the purchase of some or all of a particular local management’s equity interest in an existing clinic. Effective January 1, 2009, if the purchase price of a non-controlling interest, permanent equity 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 triggering 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 one of these triggering 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 operates its business through two segments consisting of physical therapy operations and IIP. The reporting units within the Company’s physical therapy business are comprised of six regions primarily based on each clinic’s location. The IIP business consists of two reporting units. As part of the impairment analysis, the Company is first required to assess qualitatively if it can conclude whether goodwill is more likely than not impaired. If goodwill is more likely than not impaired, it 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. For the three months ended March 31, 2024, no triggering events or indicators were identified that would require impairment assessments for such period. During the three and twelve months ended December 31, 2023, the Company recorded a charge of $ 15.8 million for goodwill impairment and a charge of $ 1.7 million for impairment of a tradename. The charges for impairment were related to one reporting unit in the IIP business. The impairment is related to a change in the reporting unit’s current and projected operating income as well as various market inputs based on current market conditions. The Company did no t recognize any impairment as a result of the Company’s annual assessment of goodwill and tradename for the other seven reporting units. The Company also noted no impairment to long-lived assets for all reporting units. The Company will continue to monitor for any triggering events or other indicators of impairment. 9 Table of Contents Investment in unconsolidated affiliate Investments in unconsolidated affiliates, in which the Company has less than a controlling interest, are accounted for under the equity method of accounting and, accordingly, are adjusted for capital contributions, distributions and the Company’s equity in net earnings or loss of the respective joint venture. 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 unaudited consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interest is included in the consolidated net income on the face of the unaudited consolidated 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. Redeemable Non-Controlling Interest The non-controlling interest that is reflected as redeemable non-controlling interest in the unaudited consolidated financial statements consist of those in which 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 to five years , as defined in the limited partnership agreement. The redemption rights are not automatic or mandatory (even upon death) and require either the owner or the Company to exercise its rights when the conditions triggering the redemption rights have been satisfied. 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 unaudited consolidated statements of net income. Although the adjustments are not reflected in the unaudited consolidated statements of net 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 unaudited consolidated statements of net income. Management believes the redemption value (i.e., the carrying amount) and fair value are the same. 10 Table of Contents Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606. For ASC 606, there is an implied contract between the Company and the patient upon each patient visit. Separate contractual arrangements exist between the Company and third-party payors (e.g. insurers, managed care programs, government programs, workers’ compensation) which establish the amounts the third parties pay on behalf of the patients for covered services rendered. While these agreements are not considered contracts with the customer, they are used for determining the transaction price for services provided to the patients covered by the third-party payors. The payor contracts do not indicate performance obligations for the Company but indicate reimbursement rates for patients who are covered by those payors when the services are provided. At that time, the Company is obligated to provide services for the reimbursement rates stipulated in the payor contracts. The execution of the contract alone does not indicate a performance obligation. For self-paying customers, the performance obligation exists when the Company provides the services at established rates. The difference between the Company’s established rate and the anticipated reimbursement rate is accounted for as an offset to revenue—contractual allowance. Payments for services rendered are typically due 30 to 120 days after receipt of the invoice. Patient Revenue Net patient revenue consists of revenues for physical therapy and occupational therapy clinics that provide pre- and post-operative care and treatment for orthopedic related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological-related injuries. Net patient revenue (patient revenue less estimated contractual adjustments – as described below) 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 payments to the Company at amounts different from its established rates. Other Revenue Revenue from the IIP business, 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, post-offer employment testing and performance optimization. Revenue from the Company’s IIP business is recognized when obligations under the terms of the contract are satisfied. Revenues are recognized at an amount equal to the consideration the company expects to receive in exchange for providing injury prevention services to its clients. The revenue is determined and recognized based on the number of hours and respective rate for services provided in a given period. Management contract revenue, which is also included in other revenue, is derived from contractual arrangements whereby the Company manages a clinic for third party owners. 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 a point in time when services are performed. Costs, typically salaries for the Company’s employees, are recorded when incurred. Management contract revenue was $ 2.4 million and $ 1.8 million for the three months ended March 31, 2024, and March 31, 2023, respectively. Additionally, other revenue from physical therapy operations includes services the Company provides on-site at locations such as schools and industrial worksites for physical or occupational therapy services, athletic trainers for schools and gym membership fees. Contract terms and rates are agreed to in advance between the Company and the third parties. Services are typically performed over the contract period and revenue is recorded at the point of service. If the services are paid in advance, revenue is recorded as a contract liability over the period of the agreement and recognized at the point in time when the services are performed. 11 Table of Contents Contractual Allowances The allowance for estimated contractual adjustments is based on terms of payor contracts and historical collection and write-off experience. 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, 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 for any fiscal year has generally reflected a difference within approximately 1.0 % to 1.5 % of net revenues. Additionally, analysis of subsequent periods’ contractual write-offs on a payor basis reflects a difference within approximately 1.0 % to 1.5 % between the actual aggregate contractual reserve percentage as compared to the estimated contractual allowance reserve percentage associated with the same period end balance. As a result, the Company believes that a change in the contractual allowance reserve estimate would not likely be more than 1.0 % to 1.5 % on each balance sheet date. Allowance for Credit Losses The Company determines allowances for credit losses based on the specific agings and payor classifications at each clinic. The provision for credit losses is included in operating costs in the consolidated statements of net income. Patient accounts receivable, which are stated at the historical carrying amount net of contractual allowances, write-offs, and allowance 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 Company did no t have any accrued interest or penalties associated with any unrecognized tax benefits no r was any interest expense recognized during the three months ended March 31, 2024, and March 31, 2023. The Company records any interest or penalties, if required, in interest and other expense, as appropriate. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation at the measurement date. 12 Table of Contents 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 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. ● Level 3 – Unobservable inputs based on the Company’s own assumptions. The carrying amounts reported in the balance sheets for cash and cash equivalents, certain 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 8) approximates the fair value due to the proximity of the debt issue date and the balance sheet date and the variable component of interest on debt. The interest rate on the Credit Agreement is tied to the Secured Overnight Financing Rate (“SOFR”). The put right associated with the potential future purchase of the separate company in an IIP acquisition in 2027 is marked to fair value on a recurring basis using Level 3 inputs. The put right associated with the potential future purchase of the separate company is determined using a Monte Carlo simulation model utilizing unobservable inputs such as asset volatility and discount rates. The unobservable inputs used in the valuation of the put right as of March 31, 2024, include asset volatility of 25.0 % and a discount rate of 11.6 %. The value of this put right increased $ 80.0 thousand for the three months ended March 31, 2024. The put right was valued at approximately $ 1.0 million on March 31, 2024, and December 31, 2023. The valuations of the Company’s interest rate derivative is 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 fair value of the interest rate swap on March 31, 2024, was $ 5.5 million, of which $ 3.0 million has been included within Other current assets and $ 2.5 million has been included in Other assets in the accompanying unaudited Consolidated Balance Sheet. The impact of the interest rate swap on the accompanying unaudited Consolidated Statements of Comprehensive Income was an unrealized gain of $ 1.3 million, net of tax, for the three months ended March 31, 2024. See Note 9 for more information on the Company’s interest rate derivative. The redemption value of redeemable non-controlling interests approximates the fair value. See Note 4 for the changes in the fair value of Redeemable non-controlling interest. The consideration for some of the Company’s acquisitions includes future payments that are contingent upon the occurrence of future operational objectives being met. The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. These fair value measurements are based on significant inputs not observable in the market. Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. Accordingly, changes in assumptions could have a material impact on the amount of contingent consideration expense the Company records in any given period. The Company determined the fair value of its contingent consideration obligations to be $ 10.8 million on March 31, 2024, and $ 12.5 million on December 31, 2023. 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 anniversaries of the date of grant. For those shares granted to directors, the restrictions will lapse in equal quarterly installments during the first year after the date of grant. For those granted to officers, the restriction will lapse in equal quarterly installments during the four years following the date of grant. Compensation expense for grants of restricted stock is recognized based on the fair value per share on the date of grant amortized over the vesting period. The Company recognizes any forfeitures as they occur. The restricted stock issued is included in basic and diluted shares for the earnings per share computation. 13 Table of Contents New Accounting Pronouncements In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements, which requires companies to amortize leasehold improvements associated with related party leases under common control over the useful life of the leasehold improvement to the common control group. The ASU is effective for annual reporting periods beginning on or after December 15, 2023; however, early adoption is permitted. The ASU can either be applied prospectively or retrospectively. The adoption of ASU 2023-01 did not have a material effect on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker and included within the reported measure of segment profit or loss. In addition, the ASU requires disclosure of other segment expenses by reportable segment and a description of their composition to permit the reconciliation between segment revenue, significant segment expenses and the reported segment measure of profit or loss. The ASU also requires disclosure of the name and title of the chief operating decision maker. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure on an annual basis, a tabular reconciliation, including both amount and percentage of specific categories of the effective tax rate reconciliation, including state and local income taxes (net of Federal taxes), foreign taxes, effects of changes in tax laws and regulations, effects of cross-border tax laws, tax credits, changes in valuation allowances, nontaxable and nondeductible items and changes in unrecognized tax benefits. Additional disclosures are required for certain items exceeding five percent of income from continuing operations multiplied by the statutory income tax rate. The standard also requires disclosure of income taxes paid between Federal, state and foreign jurisdictions, including further disaggregation of those payments exceeding five percent of the total income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this accounting standard on its consolidated financial statements. 2. Earnings Per Share Basic and diluted earnings per share is computed using the two-class method, which is an earnings allocation method that determines earnings per share for common shares and participating securities. The restricted stock the Company grants are participating securities containing non-forfeitable rights to receive dividends. Accordingly, any unvested restricted stock is included in the basic and diluted earnings per share computation. Additionally, in accordance with current accounting guidance, the revaluation of redeemable non-controlling interest (see Note 4 Redeemable Non-Controlling Interest), net of tax, charged directly to retained earnings is included in the earnings per basic and diluted share calculation. The computation of basic and diluted earnings per share are as follows. 14 Table of Contents Three Months Ended March 31, 2024 March 31, 2023 (In thousands, except per share data) Earnings per share Computation of earnings per share - USPH shareholders: Net income attributable to USPH shareholders $ 8,046 $ 7,410 Charges to retained earnings: Revaluation of redeemable non-controlling interest ( 1,439 ) 119 Tax effect at statutory rate (federal and state) 368 ( 30 ) $ 6,975 $ 7,499 Earnings per share (basic and diluted) $ 0.46 $ 0.58 Shares used in computation - basic and diluted 15,017 13,025 3. Acquisitions of Businesses The Company’s strategy is to continue acquiring multi-clinic outpatient physical therapy practices, to develop outpatient physical therapy clinics as satellites in existing partnerships and to continue acquiring companies that provide and serve the IIP sector. The consideration paid for each acquisition is derived through arm’s length negotiations and funded through working capital, borrowings under the Company’s revolving credit facility or proceeds from completed secondary equity offerings. The purchase price plus the fair value of the non-controlling interest for the acquisitions after March 31, 2023, were 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 March 31, 2024, 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 Company continues to evaluate the components for the purchase price allocations for other acquisitions in 2023 and 2024. The results of operations of the acquisi tions below have been included in the Company’s unaudited consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the acquisitions have not been included, as the results, individually and in the aggregate, were not material to current operations. During the three months ended March 31, 2024, the Company acquired a majority interest in the following businesses: 2024 Acquisitions % Interest Number of Acquisition Date Acquired Clinics March 2024 Acquisition March 29, 2024 50 % 9 On March 29, 2024, the Company acquired a 50 % equity interest in a nine -clinic physical therapy and hand therapy practice. The original owners of the practice retained the remaining 50 %. The purchase price for the 50 % equity interest was approximately $ 16.4 million, of which $ 0.5 million was in the form of a note payable. The note accrues interest at 4.5 % per annum and the principal and the interest are payable on March 29, 2026. As part of the transaction, the Company agreed to additional contingent consideration if future operational objectives are met. There is no maximum payout. The contingent consideration is valued at $ 0.5 million as of March 31, 2024. 15 Table of Contents Besides the multi-clinic acquisition referenced above, the Company purchased the assets and business of two physical therapy clinics, which were tucked into larger partnerships in separate transactions. Physical Therapy Operations (In thousands) Cash paid, net of cash acquired $ 15,971 Seller note 500 Deferred payments - Contingent payments 500 Total consideration $ 16,971 Estimated fair value of net tangible assets acquired: Total current assets $ - Total non-current assets 476 Total liabilities ( 450 ) Net tangible assets acquired 26 Customer and referral relationships 6,790 Non-compete agreement 328 Tradenames 1,672 Goodwill 25,056 Fair value of non-controlling interest (classified as redeemable non-controlling interest) ( 16,901 ) $ 16,971 Total current assets primarily represent accounts receivable while total non-current assets consist of fixed assets and equipment used in the practice. For the acquisitions in 2024, the values assigned to the customer and referral relationships and non-compete agreement are being amortized on a straight-line basis over their respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 12.0 years. For the non-compete agreements, the weighted-average amortization period is 5.0 years. The values assigned to tradenames are tested annually for impairment. 2023 Acquisitions % Interest Number of Acquisition Date Acquired Clinics October 2023 Acquisition October 31, 2023 ** * September 2023 Acquisition 1 September 29, 2023 70 % 4 September 2023 Acquisition 2 September 29, 2023 70 % 1 July 2023 Acquisition July 31, 2023 70 % 7 May 2023 Acquisition May 31, 2023 45 % 4 February 2023 Acquisition February 28, 2023 80 % 1 * IIP business. ** On October 31, 2023, the Company concurrently acquired 100 % of an IIP business and a 55 % equity interest in an ergonomics software business. On October 31, 2023, the Company concurrently acquired 100 % of an IIP business and a 55 % equity interest in an ergonomics software business. The previous owner of the ergonomics software business retained a 45 % equity interest. The total purchase price of the combined businesses was approximately $ 4.0 million and was paid in cash. On September 29, 2023, the Company acquired a 70 % equity interest in a four -clinic physical therapy practice. The original owner of the practice retained 30 % of the equity interests. The purchase price for the 70 % equity interest was approximately $ 6.0 million, of which $ 5.4 million was paid in cash, and $ 0.6 million was in the form of a note payable. The note accrues interest at 5.0 % per annum and the principal and interest are payable in two installments. The first payment of principal and interest of $ 0.3 million was paid in January 2024 and the second installment of $ 0.3 million is due on September 30, 2025. 16 Table of Contents In a separate transaction, on September 29, 2023, the Company acquired a 70 % equity interest in a single clinic physical therapy practice. The owner of the practice retained 30 % of the equity interests. The purchase price for the 70 % equity interest was approximately $ 7.8 million, of which $ 7.4 million was paid in cash and $ 0.4 million is a deferred payment due on June 30, 2025. On July 31, 2023, the Company acquired a 70 % equity interest in a five -clinic practice. The practice’s owners retained a 30 % equity interest. The purchase price for the 70 % equity interest was approximately $ 2.1 million, of which $ 1.8 million was paid in cash and $ 0.3 million is a deferred payment due on June 30, 2025. On May 31, 2023, the Company and a local partner together acquired a 75 % interest in a four -clinic physical therapy practice. After the transaction, the Company’s ownership interest is 45 % , the Company’s local partner’s ownership interest is 30 % , and the practice’s pre-acquisition owners have a 25 % ownership interest. The purchase price for the 75 % equity interest was approximately $ 3.1 million, of which $ 1.7 million was paid in cash by the Company, $ 1.1 million was paid in cash by the local partner, and $ 0.3 million was in the form of a note payable, (of which $ 0.2 million will be paid by the Company and $ 0.1 million will be paid by the local partner). The note will be paid on July 1, 2024. The Company guaranteed full payment of $ 0.3 million on its due date. On February 28, 2023, the Company acquired an 80 % interest in a one -clinic physical therapy practice. The practice’s owners retained 20 % of the equity interests. The purchase price for the 80 % equity interest was approximately $ 6.2 million, of which $ 5.8 million was paid in cash and $ 0.4 million in the form of a note payable. The note accrues interest at 4.5 % per annum and the principal and interest are payable on February 28, 2025. The aggregate purchase price for the 2023 acquisitions has been preliminarily allocated as follows: Physical Therapy IIP Operations Total (In thousands) Cash paid, net of cash acquired $ 3,955 $ 22,627 $ 26,582 Seller note - 985 985 Deferred payments - 830 830 Contingent payments - 200 200 Total consideration $ 3,955 $ 24,642 $ 28,597 Estimated fair value of net tangible assets acquired: Total current assets $ 388 $ 1,079 $ 1,467 Total non-current assets 335 3,150 3,485 Total liabilities ( 41 ) ( 3,138 ) ( 3,179 ) Net tangible assets acquired 682 1,091 1,773 Customer and referral relationships 757 7,285 8,042 Non-compete agreement 37 359 396 Tradenames 187 1,580 1,767 Goodwill 2,566 25,160 27,726 Fair value of non-controlling interest (classified as redeemable non-controlling interest) ( 274 ) ( 10,833 ) ( 11,107 ) $ 3,955 $ 24,642 $ 28,597 Besides the multi-clinic acquisitions referenced in the table above, the Company purchased the assets and business of eight physical therapy clinics in separate transactions. Total current assets primarily represent accounts receivable while total non-current assets consist of fixed assets and equipment used in the practice. For the acquisitions in 2023, the values assigned to the customer and referral relationships and non-compete agreements are being amortized on a straight-line basis over their respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 12.0 years. For the non-compete agreements, the weighted-average amortization period is 5.1 years. The values assigned to tradenames are tested annually for impairment. 17 Table of Contents 4. Redeemable Non-Controlling Interest Physical Therapy Practice Acquisitions When the Company acquires a majority interest (the “Acquisition”) in a physical therapy clinic (referred to as “Therapy Practice”), these Therapy Practice transactions 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 acquired 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 cases 100 % of the general partnership interest in NewCo. The Company does not purchase 100 % of the limited partnership interest because the Selling Shareholders, through the Seller Entity, want to maintain an ownership percentage. The consideration for the Acquisition is primarily payable in the form of cash at closing and a two-year note in lieu of an escrow (the “Purchase Price”). The Purchase Agreement does not contain any future earn-out or other contingent consideration that is payable to the Seller Entity or the Selling Shareholders. 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 to five years (the “Employment Term”), with automatic one-year renewals, unless employment is terminated prior to the end of the Employment Term. As a result, a Selling Shareholder becomes an employee (“Employed Selling Shareholder”) of NewCo. The employment of an Employed Selling Shareholder can be terminated by the Employed Selling Shareholder or NewCo, with or without cause, at any time. In a few situations, a Selling Shareholder does not become employed by NewCo and is not involved with NewCo following the closing; in those situations, such Selling Shareholders sell their entire ownership interest in the Seller Entity as of the closing of the Acquisition. 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. 18 Table of Contents 9. The Non-Compete Term commences as of the date of the Acquisition and expires on the later of : 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 to six years from the date of the Acquisition, as defined in the Non-Compete Agreement, regardless of whether the Selling Shareholder is employed by NewCo. 10. The Non-Compete Agreement applies to a restricted region which is a defined mileage radius from the Therapy Practice. That is, an Employed Selling Shareholder is permitted to engage in competing Therapy Practices or activities outside the designated geography (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 Therapy Practice or activities outside the designated geography. 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 the fifth anniversary of the Closing 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 fifth anniversary of the Closing 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 fifth anniversary of the Closing Date, the Seller Entity has 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 fifth anniversary of the Closing Date, the Company thereafter has 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 the fifth anniversary of the Closing Date, the Company has 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 , 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. 19 Table of Contents 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 IIP 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 Progressive 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 Progressive NewCo. Therefore, in this step, Progressive NewCo became wholly-owned by the Progressive Selling Shareholders. 3. The Company entered into an agreement (the “Progressive Purchase Agreement”) to acquire from the Progressive Selling Shareholders a majority of the membership interest in Progressive 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 Progressive Selling Shareholders also executed an operating agreement (the “Progressive Operating Agreement”) for Progressive NewCo that sets forth the rights and obligations of the members of Progressive NewCo. 5. As noted above, the Company did not purchase 100 % of the membership interests in Progressive NewCo and the Progressive Selling Shareholders retained a portion of the membership interest in Progressive NewCo (“Progressive Selling Shareholders’ Interest”). 6. The Company and the Progressive Selling Shareholders executed a non-compete agreement (the “Progressive Non-Compete Agreement”) which restricts the Progressive Selling Shareholders from competing for a specified period of time (the “Progressive Non-Compete Term”). 7. The Progressive Non-Compete Term commences as of the date of the Progressive acquisition and expires on the later of: a. Two years after the date a Progressive Selling Shareholder no longer is involved in the management of Progressive NewCo or b. Seven years from the date of the acquisition. 8. The Progressive Non-Compete Agreement applies to the entire United States. 9. The Progressive Put Right (as defined below) and the Progressive Call Right (as defined below) do not have an expiration date. The Progressive Operating Agreement contains provisions for the redemption of the Progressive Selling Shareholder’s Interest, either at the option of the Company (the “Progressive Call Right”) or at the option of the Progressive Selling Shareholder (the “Progressive Put Right”) as follows: 20 Table of Contents 1. Progressive Put Right a. Each of the Progressive 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 Progressive Selling Shareholder terminates his management relationship with Progressive NewCo for any reason on or after the seventh anniversary of the Closing Date, the Progressive Selling Shareholder has the Put Right, and upon the exercise of the Progressive Put Right, the Progressive Selling Shareholder’s Interest shall be redeemed by the Company at the purchase price described in “3” below. 2. Progressive Call Rights a. If any Progressive Selling Shareholder’s ceases to perform management services on behalf of Progressive NewCo, the Company thereafter shall have an irrevocable right to purchase from such Progressive Selling Shareholder his Interest, in each case at the purchase price described in “3” below. 3. For the Progressive Put Right and the Progressive Call Right, the purchase price is derived from a formula based on a specified multiple of Progressive 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 Progressive NewCo. Progressive NewCo’s earnings are distributed monthly based on available cash within Progressive NewCo; therefore, the undistributed earnings amount is small, if any. 4. The Progressive 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 Progressive Put Right and the Progressive Call Right noted above. 5. The Progressive Put Right and the Progressive Call Right do not have an expiration date. Neither the Progressive Operating Agreement nor the Progressive Non-Compete Agreement contain any provision to escrow or “claw back” the equity interest in Progressive NewCo held by the Progressive 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 Progressive Selling Shareholders perform services on behalf of Progressive NewCo. The Company’s only recourse against the Progressive 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 Progressive Selling Shareholder that would result in a forfeiture of the equity interest in Progressive NewCo held by a Progressive Selling Shareholder. For both scenarios described above, 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. 21 Table of Contents Carrying Amounts of Redeemable Non-Controlling Interests The following table details the changes in the carrying amount (fair value) of the Company’s redeemable non-controlling interests: Three Months Ended Year Ended March 31, 2024 December 31, 2023 (In thousands) Beginning balance $ 174,828 $ 167,515 Net income allocated to redeemable non-controlling interest partners 2,227 4,426 Distributions to redeemable non-controlling interest partners ( 2,100 ) ( 11,533 ) Changes in the fair value of redeemable non-controlling interest 1,439 13,565 Purchases of redeemable non-controlling interest ( 2,777 ) ( 12,073 ) Acquired interest 16,901 11,007 Sales of redeemable non-controlling interest 382 5,012 Changes in notes receivable related to redeemable non-controlling interest ( 167 ) ( 3,091 ) Ending balance $ 190,733 $ 174,828 The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests: March 31, 2024 December 31, 2023 (In thousands) Contractual time period has lapsed but holder’s employment has not terminated $ 76,938 $ 96,876 Contractual time period has not lapsed and holder’s employment has not terminated 113,795 77,952 Holder’s employment has terminated and contractual time period has expired - - Holder’s employment has terminated and contractual time period has not expired - - $ 190,733 $ 174,828 5. Goodwill The changes in the carrying amount of goodwill consisted of the following: Three Months Ended Year Ended March 31, 2024 December 31, 2023 (In thousands) Beginning balance $ 509,571 $ 494,101 Acquisitions 25,056 28,083 Adjustments for purchase price allocation of businesses acquired in prior year ( 356 ) 3,187 Impairment of goodwill - ( 15,800 ) Ending balance $ 534,271 $ 509,571 For the three months ended March 31, 2024 and 2023, no triggering events or indicators were identified that would require impairment assessments as of such periods. During the year ended December 31, 2023, the Company recorded a charge for goodwill impairment of $ 15.8 million related to an IIP acquisition. 6. Intangible Assets, Net The Company’s intangible assets, net, consisted of the following: March 31, 2024 December 31, 2023 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount (In thousands) Customer and referral relationships $ 100,914 $ ( 32,231 ) $ 68,683 $ 93,658 $ ( 30,414 ) $ 63,244 Tradenames 46,145 - 46,145 44,573 - 44,573 Non-compete agreements 9,818 ( 7,758 ) 2,060 9,459 ( 7,594 ) 1,865 $ 156,877 $ ( 39,989 ) $ 116,888 $ 147,690 $ ( 38,008 ) $ 109,682 Tradenames, customer and 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 customer and referral relationships is being amortized over their respective estimated useful lives which range from 7.0 to 14.0 years. Non-compete agreements are amortized over the respective term of the agreements which range from 5.0 to 6.0 years. For the three months ended March 31, 2024, the weighted average amortization period for customer and referral relationships was 12.7 years and the weighted average amortization period for non-compete agreements was 5.5 years. During the year ended December 31, 2023, the Company recognized a charge of $ 1.7 million related to the impairment of a tradename related to an IIP acquisition. 22 Table of Contents The following table details the amount of amortization expense recorded for intangible assets for the periods presented: Three Months Ended March 31, 2024 March 31, 2023 (In thousands) Customer and referral relationships $ 1,818 $ 1,664 Non-compete agreements 163 153 $ 1,981 $ 1,817 Based on the balance of referral relationships and non-compete agreements as of March 31, 2024, the expected amount to be amortized in 2024 and thereafter by year is as follows: For the Year Ended December 31, Customer and Referral Relationships Non-Compete Agreements (In thousands) 2024 (excluding the three months ended March 31, 2024) $ 5,645 $ 497 2025 7,428 605 2026 6,960 465 2027 6,797 303 2028 6,528 169 Thereafter $ 35,325 $ 21 7. Accrued Expenses Accrued expenses consisted of the following: March 31, 2024 December 31, 2023 (In thousands) Salaries and related costs $ 17,104 $ 25,641 Credit balances due to patients and payors 7,905 8,847 Dividend payable 6,630 - Group health insurance claims 2,658 2,301 Federal income taxes payable 1,915 1,006 Contingency payable 10,074 12,285 Other property taxes payable 386 355 Purchase of redeemable non-controlling interests 1,495 - Interest payable 255 235 Closure costs 251 231 Other 5,076 4,443 Total $ 53,749 $ 55,344 23 Table of Contents 8. Borrowings Amounts outstanding under the Company’s Senior Credit Facilities (as defined below) and notes payable consisted of the following: March 31, 2024 December 31, 2023 Principal Amount Unamortized discount and debt issuance cost Net Debt Principal Amount Unamortized discount and debt issuance cost Net Debt (In thousands) Term Facility $ 143,437 $ ( 1,350 ) $ 142,087 $ 144,375 $ ( 1,468 ) $ 142,907 Revolving Facility - - - - - - Other (1) 3,884 - 3,884 3,775 - 3,775 Total debt 147,321 ( 1,350 ) 145,971 148,150 ( 1,468 ) 146,682 Less: Current portion of long-term debt 9,642 ( 420 ) 9,222 8,111 ( 420 ) 7,691 Long-term debt, net of current portion $ 137,679 $ ( 930 ) $ 136,749 $ 140,039 $ ( 1,048 ) $ 138,991 (1) The long-term portion is included as part of Other Long-Term Liabilities in the unaudited Consolidated Balance Sheet. Effective December 5, 2013, the Company entered into an Amended and Restated Credit Agreement with a commitment for a $ 125.0 million revolving credit facility. This agreement was amended and/or restated in August 2015, January 2016, March 2017, November 2017, and January 2021 . On June 17, 2022, the Company entered into the Third 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. The Credit Agreement, which matures on June 17, 2027 , provides for loans in an aggregate principal amount of $ 325 million . Such loans were made available through the following facilities (collectively, the “Senior Credit Facilities”): 1) Revolving Facility: $ 175 million , five-year , revolving credit facility (“Revolving Facility”), which includes a $ 12 million sublimit for the issuance of standby letters of credit and a $ 15 million sublimit for swingline loans (each, a “Swingline Loan”). 2) Term Facility: $ 150 million term loan facility (the “Term Facility”). The Term Facility amortizes in quarterly installments of: (a) 0.625 % in each of the first two years, (b) 1.250 % in the third and fourth year, and (c) 1.875 % in the fifth 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 one or more tranches of term loans in an aggregate amount not to exceed the sum of (i) $ 100 million 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 2.0 : 1.0, and the aggregate amount of all incremental increases under the Revolving Facility does not exceed $ 50,000,000 . 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 1.50 % to 2.25 %, and the applicable margin for alternate base rate borrowings ranges from 0.50 % to 1.25 % , 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. 24 Table of Contents The Company is also required to 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 0.25 % and 0.35 % 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 first 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 March 31, 2024, $ 143.4 million was outstanding on the Term Facility while none was outstanding under the Revolving Facility resulting in $ 175.0 million of credit availability. As of March 31, 2024, the Company was in compliance with all of the covenants contained in the Credit Agreement. The interest rate on the Company’s term loan was 4.7 % for the three months ended March 31, 2024, and 4.9 % for the three months ended March 31, 2023, with an all-in effective interest rate, including all associated costs, of 5.3 % and 5.5 % over the same periods, respectively. 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 acquisitions in the years ended December 31, 2022, 2023 and 2024, the Company entered into notes payable in the aggregate amount of $ 3.9 million, of which $ 3.1 million is due in 2025 and $ 0.8 million is due in 2026. Interest accrues in the range of 3.5 % to 8.5 % per annum and is payable with each principal installment. 9. Derivative Instruments The Company is exposed to certain market risks in 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 had 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. 25 Table of Contents The impact of the Company’s derivative instruments on the accompanying Consolidated Statements of Comprehensive Income are presented in the table below. Three Months Ended March 31, 2024 March 31, 2023 (In thousands) Net income $ 11,617 $ 11,427 Other comprehensive gain (loss): Unrealized gain (loss) on cash flow hedge 1,781 ( 1,817 ) Tax effect at statutory rate (federal and state) ( 455 ) 464 Comprehensive income 12,943 10,074 Comprehensive income attributable to non-controlling interest ( 3,571 ) ( 4,017 ) Comprehensive income attributable to USPH shareholders $ 9,372 $ 6,057 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 other current assets and other assets) were as follows. March 31, 2024 March 31, 2023 Interest rate swap: (In thousands) Other current assets $ 2,979 $ 2,614 Other assets 2,538 947 $ 5,517 $ 3,561 10. 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. 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. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage are not included in the right-of-use assets or operating lease liabilities. These are expensed as incurred and recorded as variable lease expense. The components of lease expense were as follows. Three Months Ended March 31, 2024 March 31, 2023 (In thousands) Operating lease cost $ 9,953 $ 9,365 Short-term lease cost 265 274 Variable lease cost 2,369 2,132 Total lease cost * $ 12,587 $ 11,771 * Sublease income was immaterial 26 Table of Contents Lease costs are reflected in the consolidated statement of net income in the line item – rent, supplies, contract labor and other. The supplemental cash flow information related to leases was as follows. Three Months Ended March 31, 2024 March 31, 2023 (In thousands) Cash paid for amounts included in the measurement of operating lease liabilities $ 10,338 $ 9,646 Right-of-use assets obtained in exchange for new operating lease liabilities $ 7,727 $ 6,281 The aggregate future lease payments for operating leases as of March 31, 2024, were as follows. Fiscal Year Amount (In thousands) 2024 (excluding the three months ended March 31, 2024) $ 29,610 2025 32,448 2026 24,492 2027 16,571 2028 and thereafter 16,512 Total lease payments $ 119,633 Less: imputed interest 9,254 Total operating lease liabilities $ 110,379 Average lease terms and discount rates were as follows. March 31, 2024 March 31, 2023 Weighted-average remaining lease term - Operating leases 3.9 years 4.0 years Weighted-average discount rate - Operating leases 4.2 % 3.1 % 11. Segment Information The Company’s reportable segments include the physical therapy operations segment and the IIP 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 athletic trainers for schools. Physical Therapy Operations The physical therapy operations segment primarily operates through subsidiary clinic partnerships (“Clinic Partnerships”), in which the Company generally owns a 1 % general partnership interest in all the Clinic Partnerships. The Company’s limited partnership interests generally range from 65 % to 75 % (the range is 10 % - 99 %) in the Clinic Partnerships. The managing therapist of each clinic owns, directly or indirectly, the remaining limited partnership interest in most of the clinics (hereinafter referred to as “Clinic Partnerships”). To a lesser extent, the Company operates some clinics, through wholly-owned subsidiaries, under profit sharing arrangements with therapists (hereinafter referred to as “Wholly-Owned Facilities”). 27 Table of Contents 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 on 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. Besides the multi-clinic acquisitions referenced in the table above, during the three months ended March 31, 2024 and the year ended December 31, 2023, the Company purchased the assets and businesses of two and eight physical therapy clinics, respectively, in separate transactions. 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 and income statements as non-controlling interest—permanent equity. For acquired Clinic Partnerships with redeemable non-controlling interests, the earnings attributable to the redeemable non-controlling interests are recorded within the consolidated balance sheets and income statements as 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 the clinic partners/directors. The amount is expensed as compensation and included in clinic operating costs—salaries and related costs. The respective liability is included in current liabilities—accrued expenses on the consolidated balance sheets. Industrial Injury Prevention Services Services provided in the IIP segment include onsite 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 primarily of specialized certified athletic trainers (“ATCs”). Segment Financials 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. 28 Table of Contents The following table summarizes selected financial data for the Company’s reportable segments: Three Months Ended March 31, 2024 March 31, 2023 (In thousands) Net revenue: Physical therapy operations $ 134,425 $ 129,159 Industrial injury prevention services 21,250 19,350 Total Company $ 155,675 $ 148,509 Operating Costs: Salaries and related costs: Physical therapy operations $ 79,774 $ 73,886 Industrial injury prevention services 13,957 12,154 Total salaries and related costs $ 93,731 $ 86,040 Rent supplies, contract labor and other: Physical therapy operations $ 28,960 $ 26,672 Industrial injury prevention services 2,956 3,428 Total rent, supplies, contract labor and other $ 31,916 $ 30,100 Provision for credit losses: Physical therapy operations $ 1,627 $ 1,512 Industrial injury prevention services - - Total provision for credit losses $ 1,627 $ 1,512 Total Company $ 127,274 $ 117,652 Gross profit: Physical therapy operations $ 24,064 $ 27,089 Industrial injury prevention services 4,337 3,768 Total Company $ 28,401 $ 30,857 Total Assets: Physical therapy operations $ 872,976 $ 726,422 Industrial injury prevention services 144,280 141,705 Total Company $ 1,017,256 $ 868,127 12. Investment in Unconsolidated Affiliate Through one of its 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 company, the Company’s investment is accounted for using the equity method of accounting. The investment balance of this joint venture as of March 31, 2024, is $ 12.2 million and the earnings amounted to approximately $ 0.3 million. 13. Subsequent Events On May 7, 2024, the Company’s Board of Directors declared a quarterly dividend of $ 0.44 per share payable on June 14, 2024 , to shareholders of record on May 23, 2024 . On April 30, 2024, one of the Company’s primary IIP businesses, Briotix Health Limited Partnership, acquired 100 % of an IIP business for a closing purchase price of $ 24.0 million, with provision for additional purchase price based on the financial performance of the acquired business during the 12-month period after closing. 29 Table of Contents