What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-14 compared with 2024-05-08 · 462 added, 297 removed, 201 unchanged (79% of the section changed)

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Physical Therapy, Inc.

and its subsidiaries (herein referred to as “we,” “us,” “our” or the “Company”) should be read in conjunction with (i) our

historical consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q;

and (ii) our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and

Exchange Commission (the “SEC”) on February 29, 2024 (“2023 Annual Report”).

and its subsidiaries (herein referred to as “we,” “us,” “our” or the “Company”) should be read in

conjunction with (i) our historical consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q;

and (ii) our Annual Report on Form 10-K for the year ended December 31, 2023 filed with

the Securities and Exchange Commission (the “SEC”) on February 29, 2024 (“2023 Annual Report”).

This discussion includes forward-looking statements that are subject to risk and uncertainties.

Actual results may differ substantially from the statements we make in this section due to a

number of factors that are discussed below.

Actual results may differ substantially from the statements we make in this

section due to a number of factors that are discussed below.

FORWARD – LOOKING STATEMENTS

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

We make statements in this report that are considered to be forward-looking statements within the meaning given such term under Section 21E of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company.

These statements (often using words such as “believes”,

“expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we project.

Included among such statements are those relating to opening new

clinics, availability of personnel and the reimbursement environment.

The forward-looking statements are based on our current views and assumptions and actual results could differ materially from those anticipated in such forward-looking

statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:

These statements (often using words such as

“believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we project.

Included among such statements are those relating to

opening new clinics, availability of personnel and the reimbursement environment.

The forward-looking statements are based on our current views and assumptions and actual results could differ materially from those anticipated in such

forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:

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

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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;

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;

write-off of goodwill and other intangible assets;

the impact of future public health crises and epidemics/pandemics, such as was the case with the novel strain of COVID-19 and its variants;

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actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S.

or 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;

or 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;

availability and cost of qualified physical therapists;

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;

competitive environment in the IIP 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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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, or may interfere with our ability to file and process claims for payment which could interfere with our collection of revenues from third party

maintaining clients for which we perform management, industrial injury prevention 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;

if our noncompetition covenants with employed therapists are nullified, we may lose staff to competitors;

Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act, or may interfere with our ability to file and process claims for payment which could interfere with our collection of

revenues from third party payors;

maintaining clients for which we perform management, IIP 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;

enforcing our noncompetition covenants with employed therapists;

maintaining adequate internal controls;

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Given these uncertainties, you should not place undue reliance on our forward-looking statements.

Please see the other sections of this report and our other periodic reports

filed with the Securities and Exchange Commission (the “SEC”) for more information on these factors.

Please see the other sections of this report and our other

periodic reports filed with the Securities and Exchange Commission (the “SEC”) for more information on these factors.

Our forward-looking statements represent our estimates and assumptions only as of the date of this report.

Except as required by law, we are

under no obligation to update any forward-looking statement, regardless of the reason the statement may no longer be accurate.

Except as required by

law, we are under no obligation to update any forward-looking statement, regardless of the reason the statement may no longer be accurate.

EXECUTIVE SUMMARY

We operate our business through our reportable segments which include (1) the physical therapy operations segment and (2) the industrial injury prevention services (“IIP”) segment.

Our 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

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, post-offer employment testing, functional 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.

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.

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consisting of both physical therapists and specialized certified athletic trainers.

During the three months ended March 31, 2024 (“2024 First Quarter”) and for the year ended December 31, 2023, we completed the acquisitions of clinic practices and IIP businesses detailed below:

During the six months ended June 30, 2024 and for the year ended December 31, 2023, we completed the acquisitions of clinic practices and IIP businesses detailed below:

April 2024 Acquisition

April 30, 2024

March 2024 Acquisition

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IIP business.

On October 31, 2023, we concurrently acquired 100% of an IIP business and a 55% equity interest in an ergonomics software business.

On April 30, 2024, one of the Company’s IIP businesses, Briotix Health Limited Partnership, acquired 100% of an 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.

The following table provides a roll forward of our clinic count for the periods presented.

Three Months Ended

March 31, 2024

March 31, 2023

For the Three Months Ended

For the Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Number of clinics, beginning of period

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Includes clinics added through acquisitions.

Our strategy is to continue acquiring outpatient physical therapy practices, develop outpatient physical therapy clinics as satellites in existing partnerships, and continue acquiring companies that provide or

serve our IIP sector.

Our 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.

Our strategy is to continue acquiring outpatient physical therapy practices, develop outpatient physical therapy clinics as satellites in existing partnerships, and continue acquiring companies

that provide or serve our IIP sector.

Our Board of Directors declared a quarterly dividend of $0.44 per share payable on September 13, 2024 to shareholders of record on August 23, 2024.

Regulatory Changes

The following is a discussion of some of the significant healthcare regulatory changes that have affected our financial performance in the periods covered by this report or are likely to affect our financial

performance and financial condition in the future.

The following is a discussion of some of the significant healthcare regulatory changes that have affected our financial performance in the periods covered by this report or are likely to affect

our financial performance and financial condition in the future.

The information below should be read in conjunction with the more detailed discussion of regulations contained in our 2023 Annual Report.

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The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”).

Outpatient rehabilitation providers may enroll in Medicare as institutional outpatient

rehabilitation facilities (i.e., rehab agencies) or individual physical or occupational therapists in private practice.

The majority of our clinicians are enrolled as individual physical or occupational therapists in private practice while

the remaining balance of providers are reimbursed through enrolled rehab agencies.

The following is a summary of significant regulatory changes which have affected our results of operations as well as the policies and payment rates that may

affect our future results of operations.

For calendar years 2021, 2022 and 2023, CMS’s expected decreases in Medicare reimbursement were partially offset by one-time increases in payments as a result of other legislation passed by Congress., resulting

in decreases of approximately 3.5%, 0.75% and 2.0% in each of these years, respectively.

For January 1 through March 8 of 2024, CMS’s final rule resulted in an approximate 3.5% decrease in Medicare payments for the therapy specialty.

However, effective as of March 9, 2024, pursuant to the Consolidated Appropriations Act, 2024, Congress minimized the reduction in Medicare payments for therapy services for the balance of 2024, resulting in an approximate 1.8% reduction in

Medicare payments for therapy services (rather than the 3.5% decrease).

In the final 2020 MPFS rule, CMS clarified that when the physical therapist is involved for the entire duration of the service and the physical therapist assistant (“PTA”) provides skilled therapy alongside the

physical therapist, an identification of the PTA’s participation (as denoted by a “CQ modifier”) is not required.

Also, when the same service (code) is furnished separately by the physical therapist and PTA, CMS applies the de minimis standard

to each 15-minute unit of codes, not on the total physical therapist and PTA time of the service.

For dates of service on and after January 1, 2022, CMS pays for physical therapy and occupational therapy services provided by PTAs and

occupational therapist assistants (“OTAs”) at 85% of the otherwise applicable Part B payment amount.

CMS allows a timed service to be billed without a CQ (for PTA’s) or CO (for OTA’s) modifier when a PTA or OTA participates in providing care,

but the physical therapist or occupational therapist meets the Medicare billing requirements without including the PTA’s or OTA’s minutes.

Outpatient rehabilitation providers may enroll in Medicare as

institutional outpatient rehabilitation facilities (i.e., rehab agencies) or individual physical or occupational therapists in private practice.

The majority of our clinicians are enrolled as individual physical or occupational therapists in

private practice while the remaining balance of providers are reimbursed through enrolled rehab agencies.

For calendar years 2021, 2022 and 2023, Centers for Medicare and Medicaid Services (“CMS”) expected decreases in Medicare reimbursement were partially offset by one-time increases in payments

as a result of other legislation passed by Congress, resulting in decreases of approximately 3.5%, 0.75% and 2.0% in each of these years, respectively.

For January 1 through March 8 of 2024, CMS’s final rule resulted in an approximate 3.5%

decrease in Medicare payments for the therapy specialty.

However, effective as of March 9, 2024, pursuant to the Consolidated Appropriations Act, 2024, Congress minimized the reduction in Medicare payments for therapy services for the balance of

2024, resulting in an approximate 1.8% reduction in Medicare payments for therapy services (rather than the 3.5% decrease).

The MPFS proposed by CMS for 2025, if enacted, is expected to decrease Medicare reimbursement for therapy services by

approximately 2.8% as compared to the reimbursement rates in effect for most of 2024.

In the final 2020 MPFS rule, CMS clarified that when the physical therapist is involved for the entire duration of the service and the physical therapist assistant (“PTA”) provides skilled

therapy alongside the physical therapist, an identification of the PTA’s participation (as denoted by a “CQ modifier”) is not required.

Also, when the same service (code) is furnished separately by the physical therapist and PTA, CMS applies the

de minimis standard to each 15-minute unit of codes, not on the total physical therapist and PTA time of the service.

For dates of service on and after January 1, 2022, CMS pays for physical therapy and occupational therapy services provided by

PTAs and occupational therapist assistants (“OTAs”) at 85% of the otherwise applicable Part B payment amount.

CMS allows a timed service to be billed without a CQ (for PTA’s) or CO (for OTA’s) modifier when a PTA or OTA participates in providing

care, but the physical therapist or occupational therapist meets the Medicare billing requirements without including the PTA’s or OTA’s minutes.

This occurs when the physical therapist or occupational therapist provides more minutes than the

15-minute midpoint.

The calendar year 2024 MPFS final rule did not contain any policy changes concerning the modifiers for services provided by physical therapy and occupational therapy assistants.

The proposed 2025 MPFS final rule does not contain any policy changes concerning the modifiers for services provided by physical therapy and occupational therapist assistants.

RESULTS OF OPERATIONS

The defined terms, with their respective descriptions, used in the following discussions are listed below.

Mature clinics are clinics opened or acquired prior to January 1, 2023, and are still operating as of March 31, 2024.

Net rate per patient visit is net patient revenue related to our physical therapy operations divided by total number of patient visits (defined below) during the

periods presented.

Mature clinics are clinics opened or acquired prior to January 1, 2023, and are still operating as of June 30, 2024.

Net rate per patient visit is net patient revenue related to our physical therapy operations divided by total number of patient visits (defined below) during

the periods presented.

Patient visits is the number of unique patient visits during the periods presented.

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and further divided by the average number of clinics in operation during the periods presented.

2024 First Quarter refers to the three months ended March 31, 2024.

2023 First Quarter refers to the three months ended March 31, 2023.

2024 First Quarter versus 2023 First Quarter

Three Months Ended

March 31, 2024

March 31, 2023

(In thousands, except percentages)

Net patient revenue

Other revenue

Operating Cost:

Salaries and related costs

Rent, supplies, contract labor and other

Provision for credit losses

Total operating cost

Corporate office costs

Operating Income

Other (expense) income:

Interest expense, debt and other

Interest income from investments

Change in fair value of contingent earn-out consideration

Change in revaluation of put-right liability

Equity in earnings of unconsolidated affiliate

Total other (expense) income

Income before taxes

Provision for income taxes

Net income attributable to non-controlling interest:

Redeemable non-controlling interest - temporary equity

Non-controlling interest - permanent equity

Net income attributable to USPH shareholders

Not meaningful.

Total net revenue for the 2024 First Quarter increased $7.2 million, or 4.8%, to $155.7 million from $148.5 million for the 2023 First Quarter while operating costs increased $9.6 million, or 8.2%, to $127.3

million from $117.7 million over the same periods, respectively.

Total operating cost was $127.3 million for the 2024 First Quarter, or 81.8% of total revenue, as compared to $117.7 million or 79.2% of total revenue for the 2023 First Quarter.

Gross profit for the 2024 First Quarter was $28.4 million, or 18.2% of net revenue, compared to $30.9 million for the 2023 First Quarter, or 20.8% of net revenue.

Net income attributable to our shareholders, a Generally Accepted Accounting Principle (“GAAP”) measure, was $8.0 million for the 2024 First Quarter compared to $7.4 million for the 2023 First Quarter.

In accordance with GAAP, the

revaluation of redeemable non-controlling interest, net of taxes, is not included in net income but is charged directly to retained earnings;

2024 Second Quarter refers to the three months ended June 30, 2024.

2023 Second Quarter refers to the three months ended June 30, 2023.

2024 Six Months refers to the six months ended June 30, 2024.

2023 Six Months refers to the six months ended June 30, 2023.

Net income attributable to our shareholders, a Generally Accepted Accounting Principle (“GAAP”) measure, was $7.5 million for the 2024 Second Quarter compared to $10.9 million for the 2023 Second Quarter.

accordance with GAAP, the revaluation of redeemable non-controlling interest, net of taxes, is not included in net income but is charged directly to retained earnings;

however, this change is included in the computation of earnings per share.

Earnings per share for the

2024 First Quarter was $0.46 compared to $0.58 for the 2023 First Quarter.

Earnings per share for the 2024 Second Quarter was $0.47 compared to $0.64 for the 2023 Second Quarter, due in part to the increase in shares outstanding associated with the Company’s secondary offering completed in May 2023.

Net income attributable to our shareholders was $15.6 million for the 2024 Six Months compared to $18.3 million for the 2023 Six Months.

Earnings per share for the 2024 Six Months was $0.93 compared to $1.22 for the

2023 Six Months, due in part to the increase in shares outstanding associated with the Company’s secondary offering completed in May 2023.

The following table provides a calculation of earnings per share.

Three Months Ended

March 31, 2024

March 31, 2023

For the Three Months Ended

For the Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

(In thousands, except per share data)

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unusual costs, as the principal measures to evaluate and monitor financial performance period over period.

Adjusted EBITDA is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out consideration,

Relief Funds, changes in revaluation of put-right liability, equity-based awards compensation expense, other income and related portions for non-controlling interests.

Operating Results equals net income attributable to our shareholders less, changes in revaluation of a put-right liability, Relief Funds, changes in fair value of contingent earn-out consideration, and any

allocations to non-controlling interests, all net of taxes.

Adjusted EBITDA, a non-GAAP measure is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out

consideration, Relief Funds, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, other income and related portions for non-controlling interests.

Operating Results, a non-GAAP measure equals net income attributable to our shareholders less, changes in revaluation of a put-right liability, Relief Funds, clinic closure costs, changes in fair value of contingent

earn-out consideration, and any allocations to non-controlling interests, all net of taxes.

Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.

Adjusted EBITDA and Operating Results are not measures of financial performance under GAAP.

Adjusted EBITDA and Operating Results should not be considered in isolation or as an alternative to, or substitute for,

net income attributable to our shareholders presented in the consolidated financial statements.

Three Months Ended

March 31, 2024

March 31, 2023

Adjusted EBITDA and Operating Results should not be considered in isolation or as an alternative to, or substitute for, net

income attributable to our shareholders presented in the consolidated financial statements.

For the Three Months Ended

For the Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

(In thousands, except per share data)

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Interest expense, debt and other, net

Interest income from investments

Equity-based awards compensation expense

Interest income from investments

Change in revaluation of put-right liability

Change in fair value of contingent earn-out consideration

Closure costs

Allocation to non-controlling interests

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Change in revaluation of put-right liability

Closure costs

Allocation to non-controlling interests

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Operating Results per share (a non-GAAP measure)

Adjusted EBITDA was $16.7 million for the 2024 First Quarter compared to $18.5 million in the 2023 First Quarter, with the variance due to the Medicare rate reductions that took effect at the beginning of the

year and the adverse impact of weather events in January 2024.

The Medicare rate reductions decreased Adjusted EBITDA by approximately $1.7 million while the adverse weather resulted in a decrease in Adjusted EBITDA of approximately $1.3

Operating Results was $7.7 million, or $0.51 per share, in the 2024 First Quarter as compared to $7.7 million, or $0.59 per share, in the 2023 First Quarter,

with the decrease attributable to the increase in shares outstanding associated with the Company's secondary offering completed in May 2023, as well as the Medicare rate reduction and adverse impact of weather events in January 2024.

Adjusted EBITDA was $22.1 million for the 2024 Second Quarter, compared to $21.7 million in the 2023 Second Quarter while Operating Results was $11.0 million in the 2024 Second Quarter compared to $10.4 million in

the 2023 Second Quarter.

On a per share basis, Operating Results was $0.73 in the 2024 Second Quarter compared to $0.76 in the 2023 Second Quarter, with the decrease primarily attributable to the increase in shares outstanding associated with the

Company’s secondary offering completed in May 2023.

Adjusted EBITDA was $38.9 million for 2024 Six Months compared to $40.1 million in 2023 Six Months while Operating Results was $18.8 million for the 2024 Six Months compared to $18.1 million for the 2023 Six Months.

On a per share basis, Operating Results was $1.25 per share in the 2024 Six Months compared to $1.36 per share in the 2023 Six Months, with the decrease primarily attributable to the increase in shares outstanding associated with our secondary

offering completed in May 2023.

2024 Second Quarter versus 2023 Second Quarter

For the Three Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

Net patient revenue

Other revenue

Operating Cost:

Salaries and related costs

Rent, supplies, contract labor and other

Provision for credit losses

Total operating cost

Corporate office costs

Operating Income

Other (expense) income:

Interest expense, debt and other

Interest income from investments

Change in fair value of contingent earn-out consideration

Change in revaluation of put-right liability

Equity in earnings of unconsolidated affiliate

Total other (expense) income

Income before taxes

Provision for income taxes

Net income attributable to non-controlling interest:

Redeemable non-controlling interest - temporary equity

Non-controlling interest - permanent equity

Net income attributable to USPH shareholders

* Not meaningful

Total net revenue for the 2024 Second Quarter increased $15.7 million, or 10.4%, to $167.2 million from $151.5 million for the 2023 Second Quarter while operating costs increased $14.1 million,

or 11.8%, to $133.3 million from $119.3 million over the same periods, respectively.

As a percent of total net revenue, total operating cost was 79.7% for the 2024 Second Quarter, as compared to 78.7% for the 2023 Second Quarter.

Gross profit for

the 2024 Second Quarter was $33.9 million, or 20.3% of net revenue, compared to $32.2 million, or 21.3% of net revenue, for the 2023 Second Quarter.

Physical Therapy Operations

Three Months Ended

March 31, 2024

March 31, 2023

For the Three Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

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Operating costs per visit, clinics (5)

(1) See Glossary of Terms - Revenue Metrics for definitions.

(2) Includes 14 clinics added during the 2024 First Quarter and 46 clinic added during the year ended December 31, 2023.

(3) Includes six clinics closed during the 2024 First Quarter and 15 clinics closed during the year ended December 31, 2023.

(1) See Glossary of Terms -

Revenue Metrics for definitions.

(2) Includes 21 clinics added during the six months ended June 30, 2024 and 46 clinic added during the year ended December 31, 2023.

(3) Includes 11 clinics closed during the six months ended June 30, 2024 and 15 clinics closed during the year ended December 31, 2023.

(4) Includes revenues and costs from management contracts.

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(6) Not meaningful.

Net revenue from physical therapy operations increased $5.3 million, or 4.1%, to $134.4 million for the 2024 First Quarter from $129.2 million for the 2023 First Quarter.

Net revenue from physical therapy operations increased $11.2 million, or 8.5%, to $143.5 million for the 2024 Second Quarter from $132.2 million for the 2023 Second Quarter.

This increase was primarily due to the

increase in visits from the 32 net new clinics added since the comparable prior year period partially offset by an approximate $3.6 million adverse impact of weather in January 2024.

Additionally, net rate per patient visit increased to

$103.37 for the 2024 First Quarter from $103.12 for the 2023 First Quarter.

This increase was mainly driven by higher reimbursement rates from commercial and other payors as a result of contract negotiations and an increase in workers

compensation as a percent of the Company’s total net patient revenues, partially offset by the Medicare rate reductions that took effect at the beginning of the year which decreased net patient revenues by approximately $1.9 million for the

2024 First Quarter.

The Medicare rate reductions will be less impactful in future quarters as the Consolidated Appropriations Act of 2024 adjusted the Medicare rate reduction to 1.8% from 3.5%, effective on March 9, 2024.

Other revenues

increased $0.8 million, or 29.9%, to $3.4 million for the 2024 First Quarter from $2.6 million for the 2023 First Quarter due to the increase in the number of management contracts since the comparable prior year period.

Average daily visits per clinic was 29.5 for the 2024 First Quarter compared to 29.8 in the comparable prior year quarter.

Total patient visits were 1,268,002 in the 2024 First Quarter, a 3.3% increase from 2023

First Quarter.

Average daily visits per clinic in January 2024 of 27.4 were lower than the prior year of 28.9, while average daily visits per clinic in February and March of 2024 were higher than the prior year, the highest volumes for those

two months in the Company’s history.

increase in visits from the 25 net new clinics added since the comparable prior year period, an increase in visits at mature clinics and an increase in net rate per patient visit.

Total patient visits increased 68,195, or 5.4%, to 1,335,335 in the

2024 Second Quarter from 1,267,140 in the 2023 Second Quarter.

Average daily visits per clinic was 30.6 for the 2024 Second Quarter compared to 30.4 in the comparable prior year quarter.

Net rate per patient visit for the 2024 Second Quarter

increased to $105.05 from $102.03 for the 2023 Second Quarter, an increase of 3.0%, despite the 1.8% Medicare rate reduction in effect for the 2024 Second Quarter.

The increase in net rate per patient visit was mainly driven by higher

reimbursement rates from commercial and other payors which reflects our strategic priority of increasing reimbursement rates through contract negotiations as well as an increase in workers compensation as a percent of our total net patient

Other revenues increased approximately $0.3 million, or 8.7%, to $3.2 million for the 2024 Second Quarter from $3.0 million for the 2023 Second Quarter primarily due to the increase in management contract revenue

since the comparable prior year period.

Operating costs

Operating costs from physical therapy operations increased by $8.3 million or 8.1% to $110.4 million in the 2024 First Quarter from $102.1 million in the 2023 First Quarter primarily driven by costs associated

Operating costs from physical therapy operations increased $10.7 million, or 10.3%, to $114.7 million in the 2024 Second Quarter from $104.0 million in the 2023 Second Quarter primarily driven by costs associated

with the 25 net new clinics added since the comparable prior year period.

Operating costs were 82.1% of net revenue for the 2024 First Quarter compared to 79.0% of net revenue for the 2023 First Quarter.

On a per visit basis (excluding

management contracts), operating costs increased to $85.50 for the 2024 First Quarter from $81.97 for the 2023 First Quarter.

Salaries and related costs related to clinics (excluding management contracts) increased to $77.9 million in the 2024 First Quarter from $72.6 million, in the 2023 First Quarter, an increase of $5.3 million, or

Salaries and related costs per visit, related to clinics increased to $61.42 for the 2024 First Quarter from $59.14 for the 2023 First Quarter.

Rent, supplies, contract labor and other costs related to clinics (excluding management contracts) increased to $28.9 million in the 2024 First Quarter from $26.5 million in the 2023 First Quarter, an increase

of $2.4 million, or 9.0% mostly due to the 32 net new clinics added since the comparable prior year period.

Rent, supplies, contract labor and other costs, increased on a per visit basis to $22.80 for the 2024 First Quarter compared to $21.60

for the 2023 First Quarter.

Operating costs related to management contracts increased $0.5 million from $1.4 million in the 2023 First Quarter to $1.9 million in the 2024 First Quarter.

The provision for credit losses was $1.6 million for the 2024 First Quarter and $1.5 million for the 2023 First Quarter.

As a percentage of net revenues, the provision for credit losses was 1.0% for both the

2024 First Quarter and the 2023 First Quarter.

Our provision for credit losses as a percentage of total patient accounts receivable was 5.0% on both March 31, 2024, and December 31, 2023.

Gross profit from physical therapy operations in the 2024 First Quarter decreased $3.0 million, or 11.2%, to $24.1 million from $27.1 million in the 2023 First Quarter.

The gross profit margin from physical

therapy operations decreased to 17.9% in the 2024 First Quarter from 21.0% in the 2023 First Quarter.

Operating costs were 79.9% of net revenue for the 2024 Second Quarter compared to 78.7% of net revenue for the 2023 Second Quarter.

per visit basis (excluding management contracts), operating costs increased to $84.46 for the 2024 Second Quarter from $80.61 for the 2023 Second Quarter.

Total salaries and related costs increased to $81.5 million in the 2024 Second Quarter from $74.4 million, in the 2023 Second Quarter, an increase of $7.1 million, or 9.5%.

Salaries and related

costs per visit (excluding management contracts), increased to $59.66 for the 2024 Second Quarter from $57.59 for the 2023 Second Quarter.

Total rent, supplies, contract labor and other costs related to clinics increased to $31.5 million in the 2024 Second Quarter from $28.1 million in the 2023 Second Quarter, an

increase of $3.5 million, or 12.4% due to the 25 net new clinics added since the comparable prior year period .

On a per visit basis, rent, supplies, contract labor and other costs (excluding management

contracts costs), increased to $23.52 for the 2024 Second Quarter compared to $21.79 for the 2023 Second Quarter.

The provision for credit losses was $1.7 million for the 2024 Second Quarter and $1.6 million for the 2023 Second Quarter.

As a percentage of net revenues, the provision for credit losses was

1.0% for both the 2024 Second Quarter and the 2023 Second Quarter.

Our provision for credit losses as a percentage of total patient accounts receivable was 5.5% on June 30, 2024, as compared to 5.0% on December 31, 2023.

Gross profit from physical therapy operations increased $0.6 million, or 2.0%, to $28.8 million in the 2024 Second Quarter from $28.2 million in the 2023 Second Quarter.

The gross profit margin from physical therapy

operations was 20.1% in the 2024 Second Quarter compared to 21.3% in the 2023 Second Quarter.

Industrial Injury Prevention Services

Three Months Ended

March 31, 2024

March 31, 2023

For the Three Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

Operating costs

IIP revenues increased $1.9 million, or 9.8%, to $21.3 million for the 2024 First Quarter as compared to $19.4 million for the 2023 First Quarter.

IIP revenues increased $4.5 million, or 23.2%, to $23.7 million for the 2024 Second Quarter as compared to $19.2 million for the 2023 Second Quarter.

Excluding the Company’s IIP acquisition during the 2024 Second

Quarter, IIP revenues increased 13.5%.

IIP operating costs increased $3.4 million, or 22.0%, versus the comparable prior year period.

Gross profit from IIP operations in the 2024 Second Quarter increased $1.1 million, or 27.5%, to $5.1 million

from $4.0 million in the 2023 Second Quarter.

Excluding the Company’s IIP acquisition in the 2024 Second Quarter, IIP gross profit increased 15.7%.

The gross profit margin from IIP operations increased to 21.4% in the 2024 Second Quarter from 20.7%

in the 2023 Second Quarter.

Corporate Office Costs

Corporate office costs were $14.2 million, or 8.5% of revenue in the 2024 Second Quarter compared to $12.1 million, or 8.0% of net revenue in the 2023 Second Quarter.

Operating Income

Operating income was $19.6 million for the 2024 Second Quarter compared to $20.1 million for the 2023 Second Quarter.

Other (Expenses) Income

Interest Expense, Debt and Other

Interest expense decreased $0.7 million to $2.0 million for the 2024 Second Quarter compared to $2.6 million in the 2023 Second Quarter due to a lower outstanding balance on our Revolving Facility ( as defined in Liquidity and Capital Resources – Senior Credit Facilities) , which we paid down in May 2023.

The interest rate on the Company’s Senior Credit Facilities

was 4.7% and 5.7% for the 2024 Second Quarter and 2023 Second Quarter, respectively, with an all-in effective interest rate, including all associated costs, of 5.4% and 6.0% over the same periods, respectively.

Interest income from investment

Interest income from investing excess cash (primarily proceeds from the secondary offering sale of our stock completed in May 2023) in a high-yield savings account was $1.1 million during the 2024 Second Quarter

compared to $0.5 million in the 2023 Second Quarter.

Change in fair value of contingent earn-out consideration

We revalued contingent earn-out consideration related to certain acquisitions resulting in a loss of $4.0 million for the 2024 Second Quarter compared to a gain of $0.7 million for the 2023

Second Quarter.

Change in Revaluation of Put-Right Liability

We revalued an outstanding put right liability and recognized an expense of $0.2 million for the 2024 Second Quarter compared to an expense of $0.1 million for the 2023 Second Quarter.

put-right (expiring in 2027) relates to the potential future purchase of a company within our IIP business.

The company provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area.

Equity in earnings of unconsolidated affiliate

We recognized an income of $0.2 million for the 2024 Second Quarter and $0.3 million for the 2023 Second Quarter from a joint venture which provides physical therapy services for patients at

Since we are deemed to not have a controlling interest in the joint venture, our investment is accounted for using the equity method of accounting.

Provision for Income Taxes

The provision for income taxes was $3.1 million in the 2024 Second Quarter compared to $4.2 million during the 2023 Second Quarter while the effective tax rates were 29.1% and 27.9% over the same periods,

respectively.

For the Three Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

Income before taxes

Net income attributable to non-controlling interest:

Redeemable non-controlling interest - temporary equity

Non-controlling interest - permanent equity

Income before taxes less net income attributable to non-controlling interest

Provision for income taxes

Effective income tax rate

Net Income Attributable to Non-controlling Interest

Net income attributable to redeemable non-controlling interest (temporary equity) was $3.3 million in the 2024 Second Quarter compared to $2.9 million in the 2023 Second Quarter.

attributable to non-controlling interest (permanent equity) was $0.9 million for the 2024 Second Quarter and $1.0 million for the 2023 Second Quarter.

2024 Six Months versus 2023 Six Months

For the Six Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

Net patient revenue

Other revenue

Operating Cost:

Salaries and related costs

Rent, supplies, contract labor and other

Provision for credit losses

Total operating cost

Corporate office costs

Operating Income

Other (expense) income:

Interest expense, debt and other

Interest income from investments

Change in fair value of contingent earn-out consideration

Change in revaluation of put-right liability

Equity in earnings of unconsolidated affiliate

Total other (expense) income

Income before taxes

Provision for income taxes

Net income attributable to non-controlling interest:

Redeemable non-controlling interest - temporary equity

Non-controlling interest - permanent equity

Net income attributable to USPH shareholders

* Not meaningful

Total net revenue for the 2024 Six Months increased $22.9 million, or 7.6%, to $322.9 million from $300.0 million for the 2023 Six Months while operating costs increased $23.7 million, or 10.0%, to $260.6 million

from $236.9 million over the same periods, respectively.

As a percentage of net revenue, total operating cost was 80.7% for the 2024 Six Month as compared to79.0% for the 2023 Six Months.

Gross profit for the 2024 Six Months was $62.3 million, or

19.3% of net revenue, compared to $63.1 million for the 2023 Six Months, or 21.0% of net revenue.

Physical Therapy Operations

For the Six Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

Revenue related to:

Mature Clinics (1)

Clinic additions (2)

Clinics sold or closed (3)

Net Patient Revenue

Operating costs (4)

Financial and operating metrics (not in thousands):

Net rate per patient visit (1)

Patient visits (1)

Average daily visits per clinic (1)

Salaries and related costs per visit, clinics (5)

Operating costs per visit, clinics (5)

(1) See Glossary of Terms -

Revenue Metrics for definitions.

(2) Includes 21 clinics added during the six months ended June 30, 2024 and 46 clinic added during the year ended December 31, 2023.

(3) Includes 11 clinics closed during the six months ended June 30, 2024 and 15 clinics closed during the year ended December 31, 2023.

(4) Includes revenues and costs from management contracts.

(5) Per visit costs excludes management contract costs.

(6) Not meaningful.

Revenues from physical therapy operations increased $16.5 million, or 6.3%, to $277.9 million in the 2024 Six Months compared to $261.4 million in 2023 Six Months.

This increase was primarily due to an increase in

visits from the 25 net new clinics added since the comparable prior year period as well as an increase in net rate per patient visit to $104.23 for 2024 Six Months from $102.56 for the 2023 Six Months.

Total patient visits increased 108,707, or

4.4%, to 2,603,337 in the 2024 Six Months from 2,494,630 in the 2023 Six Months.

Average daily visits per clinic was 30.0 for the 2024 Six Months compared to 30.1 in the comparable prior year period.

The increase in net rate per patient visit was

mainly driven by higher reimbursement rates from commercial and other payors which reflects our strategic priority of increasing reimbursement rates through contract negotiations as well as an increase in workers compensation as a percent of our

total net patient revenues.

Other revenues increased $1.0 million, or 18.6%, to $6.6 million for the 2024 Six Months from $5.5 million for the 2023 Six Months due to an increase in management contract revenue since the comparable prior year

Operating costs

Operating costs from physical therapy operations increased by $19.0 million, or 9.2% to $255.1 million in the 2024 Six Months from $206.1 million in the 2023 Six Months primarily

driven by costs associated with the 25 net new clinics added since the comparable prior year period.

Operating costs were 81.0% of net revenue for the 2024 Six Months compared to 78.8% of net revenue for the 2023

On a per visit basis, operating costs (excluding management contracts) increased to $84.97 for the 2024 Six Months from $81.28 for the 2023 Six Months.

Total salaries and related costs related to clinics increased to $161.2 million in the 2024 Six Months from $148.3 million, in the 2023 Six Months, an increase of $13.0 million, or 8.7%.

Salaries and related costs per visit (excluding management contracts) increased to $60.52 for the 2024 Six Months from $58.35 for the 2023 Six Months.

Total rent, supplies, contract labor and other costs related to clinics increased to $60.5 million in the 2024 Six Months from $54.7 million in the 2023 Six Months, an increase of

$5.8 million, or 10.6% mostly due to the 25 net new clinics added since the comparable prior year period .

On a per visit, rent, supplies, contract labor and other costs (excluding management contract

costs) increased to $23.17 for the 2024 Six Months compared to $21.70 for the 2023 Six Months.

The provision for credit losses was $3.3 million for the 2024 Six Months and $3.1 million for the 2023 Six Months.

As a percentage of net revenues, the provision for credit losses was 1.0% for

both the 2024 Six Months and 2023 Six Months.

Gross profit from physical therapy operations in the 2024 Six Months decreased $2.5 million, or 4.5%, to $52.8 million from $55.3 million in the 2023 Six Months.

The gross profit margin from physical therapy

operations decreased to 19.0% in the 2024 Six Months from 21.2% in the 2023 Six Months.

Industrial Injury Prevention Services

For the Six Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

Operating costs

IIP revenues increased $6.4 million, or 16.5%, to $45.0 million for the 2024 Six Months as compared to $38.6 million for the 2023 Six Months.

IIP operating costs increased $4.7 million, or 15.2%, versus the

comparable prior year period.

Gross profit from IIP operations in the 2024 First Quarter increased $0.6 million, or 15.1%, to $4.3 million from $3.8 million in the 2023 First Quarter.

The gross profit margin from IIP operations increased to

20.4% in the 2024 First Quarter from 19.5% in the 2023 First Quarter.

Gross profit from IIP operations in the 2024 Six Months increased $1.7 million, or 21.4%, to $9.4 million from $7.8 million in the 2023 Six Months.

The gross profit margin from IIP operations increased to 20.9% in the

2024 Six Months from 20.1% in the 2023 Six Months.

Corporate Office Costs

Corporate costs increased $0.2 million, or 1.6%, to $14.1 million in the 2024 First Quarter from $13.9 million in 2023 First Quarter due to an increase in support costs related to the larger number of clinics and

the timing of certain expenses.

Corporate office costs were $28.3 million in the 2024 Six Months compared to $26.0 million in the 2023 Six Months.

Operating Income

Operating income was $14.3 million for the 2024 First Quarter compared to $17.0 million for the 2023 First Quarter.

Operating income was $33.9 million for the 2024 Six Months compared to $37.1 million for the 2023 Six Months.

Other (Expenses) Income

Interest Expense, Debt and Other

Interest expense decreased $0.6 million to $2.0 million (net of $0.9 million savings from the Company’s interest rate swap arrangement discussed below in the “ Liquidity and

Capital Resources – Interest Rate Swap” ) for the 2024 First Quarter compared to $2.6 million (net of $0.6 million savings from the interest rate swap arrangement) in the 2023 First Quarter due

to a lower outstanding balance on our revolver, which we paid down in May 2023.

The interest rate on the Company’s term loan was 4.7% for the 2024 First Quarter and 4.9% for the 2023 First Quarter, with an all-in effective interest rate,

including all associated costs, of 5.3% and 5.5% over the same periods, respectively.

Interest expense decreased $1.2 million to $3.9 million for the 2024 Six Months compared to $5.2 million in the 2023 Six Months due to a lower outstanding balance on our Revolving Facility, which we paid down in May

The interest rate on our Senior Credit Facility was 4.7% for the 2024 Six Months and 5.7% for the 2023 Six Months, with an all-in effective interest rate, including all associated costs, of 5.4% and 6.9% over the same periods, respectively.

Interest income from investment

Interest income from investing excess cash (primarily proceeds from the secondary offering sale of the Company’s stock completed in May 2023) in a high-yield savings account was $1.5 million during the 2024 First

Interest income from investing excess cash (primarily proceeds from the secondary offering sale of our stock completed in May 2023) in a high-yield savings account was $2.6 million during the 2024 Six Months compared

to $0.5 million during the 2023 Six Months.

Change in fair value of contingent earn-out consideration

We revalued contingent earn-out consideration related to certain acquisitions resulting in a gain of $0.6 million for the 2024 First Quarter compared to an expense of $0.7 million for the 2023 First Quarter.

We revalued contingent earn-out consideration related to certain acquisitions resulting in a loss of $3.4 million for the 2024 Six Months compared to a gain of $10 thousand dollars in the

comparative prior year period.

Change in Revaluation of Put-Right Liability

We recorded an expense of $0.1 million on the revaluation of a put right liability for both 2024 First Quarter and 2023 First Quarter.

The put-right relates to a prior IIP acquisition and the potential future

We recorded an expense of $0.3 million on the revaluation of a put right liability for 2024 Six Months and $0.2 million for the 2023 Six Months.

The put-right relates to the potential future

purchase of a company that provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area.

Equity in earnings of unconsolidated affiliate

For both the 2024 First Quarter and 2023 First Quarter, we recognized an income of $0.3 million from a joint venture which provides physical therapy services for patients at hospitals.

Since we are deemed to

not have a controlling interest in the joint venture, our investment is accounted for using the equity method of accounting.

We recognized income from a joint venture which provides physical therapy services for patients at hospitals of $0.5 million for the 2024 Six Months and $0.6 million for the 2023 Six Months.

Since we are deemed to not have a controlling interest in the joint venture, our investment is accounted for using the equity method of accounting.

Provision for Income Taxes

The provision for income taxes was $3.1 million in the 2024 First Quarter compared to $3.0 million during the 2023 First Quarter while the effective tax rates were 28.1% and 28.6% over the same periods,

respectively.

Three Months Ended

March 31, 2024

March 31, 2023

The provision for income taxes was $6.2 million in the 2024 Six Months compared to $7.2 million during the 2023 Six Months while the effective tax rates were 28.6% and 28.2% over the same periods, respectively.

For the Six Months Ended

June 30, 2024

June 30, 2023

(In thousands, except percentages)

7 unchanged sentences

Net Income Attributable to Non-controlling Interest

Net income attributable to redeemable non-controlling interest (temporary equity) was $2.2 million in the 2024 First Quarter compared to $2.7 million in the 2023 First Quarter.

Net income attributable to

non-controlling interest (permanent equity) was $1.3 million for both the 2024 First Quarter and the 2023 First Quarter.

Net income attributable to redeemable non-controlling interest (temporary equity) was $5.5 million in the 2024 Six Months compared to $5.6 million in the 2023 Six Months.

Net income attributable

to non-controlling interest (permanent equity) was $2.2 million for the 2024 Six Months and $2.3 million for the 2023 Six Months.

LIQUIDITY AND CAPITAL RESOURCES

We believe that our business has sufficient cash to allow us to meet our short-term cash requirements.

Total cash and cash equivalents were $132.3 million as of March 31, 2024 and $152.8 million as of December

Additionally, we had $143.4 million of outstanding borrowings and $175.0 million in available credit under our Revolving Facility as of March 31, 2024, compared to $144.4 million of outstanding borrowings and $175.0 million in

available credit under our Revolving Facility as of December 31, 2023.

We believe that our cash and cash equivalents and availability under our Senior Credit Facilities are sufficient to fund the working capital needs of our operating subsidiaries through at least March 31, 2025.

Total cash and cash equivalents were $112.9 million as of June 30, 2024, and $152.8 million

as of December 31, 2023.

Additionally, we had $142.5 million of outstanding borrowings and $175.0 million in available credit under our Revolving Facility as of June 30, 2024, compared to $144.4 million of outstanding borrowings and $175.0 million

in available credit under our Revolving Facility as of December 31, 2023.

We believe that our cash and cash equivalents and availability under our Senior Credit Facilities are sufficient to fund the working capital needs of our operating subsidiaries through at least

June 30, 2025.

Historically, we have generated sufficient cash from operations to fund our development activities and to cover operational needs.

We plan to continue developing new clinics and making additional acquisitions.

have, from time to time, purchased the non-controlling interests of limited partners in our existing partnerships.

We plan to continue developing new clinics and making

acquisitions.

We have, from time to time, purchased the non-controlling interests of limited partners in our existing partnerships.

We may purchase additional non-controlling interests in the future.

Generally, any acquisition or purchase of non-controlling

interests is expected to be accomplished using our cash, financing, or a combination of the two.

Generally, any acquisition or purchase of

non-controlling interests is expected to be accomplished using our cash, financing, or a combination of the two.

We make reasonable and appropriate efforts to collect accounts receivable, including applicable deductible and co-payment amounts.

Claims are submitted to payors daily, weekly or monthly in accordance with our

policy or payor’s requirements.

Claims are submitted to payors daily, weekly or monthly in

accordance with our policy or payor’s requirements.

When possible, we submit our claims electronically.

The collection process is time consuming and typically involves the submission of claims to multiple payors whose payment of claims may be dependent upon the

payment of another payor.

The collection process is time consuming and typically involves the submission of claims to multiple payors whose payment of claims may be

dependent upon the payment of another payor.

Claims under litigation and vehicular incidents can take a year or longer to collect.

Medicare and other payor claims relating to new clinics awaiting CMS approval initially may not be submitted for six months or more.

Medicare and other payor claims relating to new clinics awaiting CMS approval initially may not be submitted for six

months or more.

When all reasonable internal collection efforts have been exhausted, accounts are written off prior to sending them to outside collection firms.

With managed care, commercial health plans and self-pay payor type receivables, the write-off

generally occurs after the account receivable has been outstanding for 120 days or longer.

As of March 31, 2024, we have accrued $7.9 million related to credit balances, a portion of which is due to patients and payors.

The credit balances

are expected to be resolved or paid in the next twelve months.

With managed care, commercial health plans and self-pay payor type receivables, the

write-off generally occurs after the account receivable has been outstanding for 120 days or longer.

As of June 30, 2024, we have accrued $7.5 million related to credit balances, a portion of which is due to patients and payors.

balances are expected to be resolved or paid in the next twelve months.

A summary of our operating, investing and financing activities is discussed below.

Three Months Ended

March 31, 2024

March 31, 2023

For the Six Months Ended

June 30, 2024

June 30, 2023

Net cash provided by operating activities

2 unchanged sentences

Operating Activities

Cash provided by operating activities was $4.4 million for the 2024 First Quarter as compared to $11.3 million for the 2023 First Quarter.

This decrease in cash provided was mostly due to the timing of

payments related to payroll.

Cash provided by operating activities was $33.4 million for the 2024 Six Months as compared to $38.8 million for the 2023 Six Months.

This decrease in cash provided was mostly due to the timing

of payments related to payroll.

Investing Activities

Cash used in investing activities for the 2024 First Quarter totaled $20.5 million and consisted of $19.2 million used in the purchase of interests in businesses and non-controlling interests (temporary and

permanent), and $1.8 million of fixed assets purchases.

These uses were partially offset by $0.1 million proceeds from the sale of non-controlling interests (temporary and permanent) and $0.4 million distributions received from an

unconsolidated affiliate.

Cash used in investing activities for the 2024 Six Months totaled $48.8 million and consisted of $45.5 million used in the purchase of interests in businesses and non-controlling interests

(temporary and permanent), and $4.2 million of fixed assets purchases.

These uses were partially offset by $0.1 million in proceeds from the sale of non-controlling interests (temporary and permanent), repayments of notes receivable of $0.3

million and $0.5 million distributions received from an unconsolidated affiliate.

Financing Activities

Cash used in financing activities for the 2024 First Quarter, totaled $4.5 million and was comprised primarily of $3.2 million in distributions to non-controlling interests (temporary and permanent) and

payments of $1.3 million related to notes payable and the term note.

Cash used in financing activities for the 2024 Six Months, totaled $24.6 million and was comprised primarily of $13.3 million cash dividends paid to shareholders, $8.3 million in distributions

to non-controlling interests (temporary and permanent) and payments of $3.0 million related to notes payable and the term note.

Senior Credit Facilities

On December 5, 2013, we entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility.

This agreement was amended and/or restated in August 2015, January

2016, March 2017, November 2017, and January 2021.

On June 17, 2022, we 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.

This agreement was amended and/or restated in

August 2015, January 2016, March 2017, November 2017, and January 2021.

On June 17, 2022, we 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 will be available through the following facilities (collectively, the “Senior Credit Facilities”):

Such loans will be available through the following facilities (collectively, the “Senior

Credit Facilities”):

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”).

$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”).

Term Facility:

1 unchanged sentence

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.

(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 have been and shall continue to be used by us for working capital and other general corporate purposes of our Company and its subsidiaries, including to fund future

acquisitions and invest in growth opportunities.

The proceeds of the Term Facility were used by us to refinance the indebtedness outstanding under the Second Amended and Restated Credit Agreement, to pay fees and expenses incurred in connection

with the loan facilities transactions, for working capital and other general corporate purposes.

We are 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 agreement plus an applicable margin or, at our option, an

alternate base rate plus an applicable margin.

The proceeds of the Revolving Facility have been and shall continue to be used by us for working capital and other general corporate purposes of our Company and its subsidiaries, including to

fund future acquisitions and invest in growth opportunities.

The proceeds of the Term Facility were used by us to refinance the indebtedness outstanding under the Second Amended and Restated Credit Agreement, to pay fees and expenses incurred in

connection with the loan facilities transactions, for working capital and other general corporate purposes.

We are 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 agreement plus an applicable margin or, at

our option, an alternate base rate plus an applicable margin.

Interest is payable at the end of the selected interest period but no less frequently than quarterly and on the date of maturity.

We will also pay to the Administrative Agent, for the account of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its outstanding credit

exposure under the Revolving Facility (“unused fee”).

We 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.

We will also pay to the Administrative Agent, for the account of each lender under the Revolving Facility, a commitment fee equal to the actual daily excess of each lender’s commitment over its

outstanding credit exposure under the Revolving Facility (“unused fee”).

We 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.

Our obligations under the Credit Agreement are guaranteed by our wholly owned material domestic subsidiaries (each, a “Guarantor”), and our obligations and any Guarantors are secured by a perfected first priority

security interest in substantially all of our existing and future personal property and each Guarantor, subject to certain exceptions.

As of March 31, 2024, $142.1 million, net of unamortized debt issuance costs of $1.4 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, we were 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 2024 First Quarter and 4.9% for the 2023

First Quarter, with an all-in effective interest rate, including all associated costs, of 5.3% and 5.5% over the same periods, respectively.

As of June 30, 2024, the

Company was in compliance with all of the covenants contained in the Credit Agreement.

Our obligations under the Credit Agreement are guaranteed by our wholly owned material domestic subsidiaries (each, a “Guarantor”), and our obligations and any Guarantors are secured by a

perfected first priority security interest in substantially all of our existing and future personal property and each Guarantor, subject to certain exceptions.

As of June 30, 2024, $141.3 million (net of unamortized debt issuance costs of $1.2 million) was outstanding on the Term Facility while none was outstanding under the Revolving

Facility resulting in $175.0 million of credit availability.

The interest rate on the Senior Credit Facilities was 4.7% for the 2024 Second Quarter and 5.7% for the 2023 Second Quarter, with an all-in effective interest rate, including

all associated costs, of 5.4% and 6.0% over the same periods, respectively.

The interest rate on our Senior Credit Facilities was 4.7% for the 2024 Six Months and 5.7% for the 2023 Six Months, with an all-in effective interest rate, including all

associated costs, of 5.4% and 6.9% over the same periods, respectively.

Interest Rate Swap

In May 2022, we entered into an interest rate swap agreement, effective on June 30, 2022, with Bank of America, N.A.

It has a $150 million notional value adjusted concurrently with scheduled principal payments

made on the term loan and has a maturity date of June 30, 2027.

It has a $150 million notional value adjusted concurrently with scheduled

principal payments made on the term loan and has a maturity date of June 30, 2027.

Beginning in July 2022, we receive 1-month SOFR, and pay a fixed rate of interest of 2.815% on 1-month SOFR on a quarterly basis.

The total interest rate in any period also

includes an applicable margin based on our consolidated leverage ratio.

The total interest rate in any

period also includes an applicable margin based on our consolidated leverage ratio.

In connection with the swap, no cash was exchanged between us and the counterparty.

We designated our 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.

As of March 31, 2024, the fair value of the interest rate swap was $5.5 million, an increase of $1.3 million, net of a $0.5 million, income tax effect, as compared to December 31, 2023.

The fair value of the

interest rate swap is included in Other assets (current and long term) in our consolidated balance sheet while the increase in fair value is presented as unrealized gain in our unaudited consolidated statements of comprehensive income.

interest rate swap arrangement has generated $0.9 million in interest savings for the period March 31, 2024.

The average interest rate for the term facility, net of the savings from the swap, in the 2024 First Quarter was 4.7%.

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.

As June 30, 2024, the fair value of the interest rate swap was $5.5 million, an increase of $1.7 million, net of a $0.4 million, income tax effect, as compared to December 31, 2023.

value of the interest rate swap is included in Other assets (current and long term) in our consolidated balance sheet while the increase in fair value is presented as unrealized gain in our unaudited consolidated statements of comprehensive income.

The interest rate swap arrangement has generated $1.8 million in interest savings for the six months ended June 30, 2024.

The average interest rate for the term facility, net of the savings from the swap, in the 2024 Second Quarter was 4.7%.

Notes Payable and Deferred Payments Related to Acquisitions

We generally enter into various notes payable as a means of financing our acquisitions.

Our present outstanding notes payable primarily relate to the acquisitions of a business or acquisitions of majority

interests in such businesses.

At March 31, 2024, our remaining outstanding balance on these notes aggregated $3.9 million, of which $3.1 million is payable in 2025, and $0.8 million is payable in 2026.

Notes are generally payable in equal

annual installments of principal over two years plus any accrued and unpaid interest.

Our present outstanding notes payable primarily relate to the acquisitions of a business or acquisitions of

majority interests in such businesses.

At June 30, 2024, our remaining outstanding balance on these notes aggregated $4.1 million, of which $1.3 million is due by December 31, 2024, $1.6 million is due in 2025 and $1.2 million is due in 2026.

are generally payable in equal annual installments of principal over two years plus any accrued and unpaid interest.

Interest accrues at various interest rates ranging from 3.5% to 8.5% per annum.

On April 30, 2024, we acquired 100% of an IIP business through one of its primary IIP businesses, Briotix Health Limited Partnership, for a purchase price of approximately $24.0 million, of which

$0.5 million was in the form of a note payable.

The note accrues interest at 5.0% per annum and the principal and the interest are payable on May 1, 2025.

As part of the transaction, we agreed to pay additional contingent consideration if future

operational objectives are met.

There is no maximum payout.

The contingent consideration was valued at $2.1 million as of June 30, 2024.

We contributed the capital for this purchase therefore, subsequent to this transaction, our interest in the IIP

business of Briotix Health Limited Partnership increased to 92.1%.

On March 29, 2024, we 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.

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 of 4.5% per annum and the principal and the interest are payable on March 29, 2026.

Additionally, we have an

obligation to pay an additional amount based on certain future operational objectives being met.

Additionally,

we have an obligation to pay an additional amount based on certain future operational objectives being met.

There is no maximum payout.

The contingent consideration was valued at $0.5 million as of June 30, 2024.

On September 29, 2023, we acquired a 70% equity interest in a four-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 $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 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.

payment of principal and interest of $0.3 million was paid January 2024, and the second installment of $0.3 million is due on September 30, 2025.

The first payment of principal and interest of $0.3 million was paid January 2024, and the second installment of $0.3 million is due on September 30, 2025.

In a separate transaction, on September 29, 2023, we 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.

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, we 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, we and a local partner together acquired a 75% interest in a four-clinic physical therapy practice.

After the transaction, our ownership interest is 45%, our 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 us, $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 us and $0.1 million will be paid by the local partner).

The note will be paid on July 1, 2024.

We guaranteed the full payment of $0.3

million on its due date.

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.

On July 1, 2024, the note payable of $0.3 million was paid in full ($0.2 million was paid by us and $0.1 million was paid by the

local partner).

On February 28, 2023, we 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 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.

Redeemable Non-Controlling Interest

Certain limited partnership agreements, as amended, provide that, upon the triggering events, we have a call right and the selling entity or individual has a put right for the purchase and sale of the limited

partnership interest held by the partner.

Certain limited partnership agreements, as amended, provide that, upon the triggering events, we have a call right and the selling entity or individual has a put right for the purchase and sale

of the limited partnership interest held by the partner.

Once triggered, the put right and the call right do not expire, even upon an individual partner’s death, and contain no mandatory redemption feature.

The purchase price of the partner’s limited

partnership interest upon the exercise of either the put right or the call right is calculated per the terms of the respective agreements and classified as redeemable non-controlling interest (temporary equity) in our consolidated balance

The fair value of the redeemable non-controlling interests on March 31, 2024, was $190.7 million.

In the event that a limited non-controlling partner’s employment ceases at any time after a specified date that is typically between three and five years from the acquisition date, we have agreed to certain

contractual provisions which enable such minority partners to exercise their right to trigger our repurchase of that partner’s non-controlling interest at a predetermined multiple of earnings before interest and taxes.

The purchase price of the partner’s

limited partnership interest upon the exercise of either the put right or the call right is calculated per the terms of the respective agreements and classified as redeemable non-controlling interest (temporary equity) in our consolidated balance

The fair value of the redeemable non-controlling interests on June 30, 2024 was $184.4 million.

In the event that a limited non-controlling partner’s employment ceases at any time after a specified date that is typically between three and five years from the acquisition date, we have agreed

to certain contractual provisions which enable such minority partners to exercise their right to trigger our repurchase of that partner’s non-controlling interest at a predetermined multiple of earnings before interest and taxes.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis