Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 1-11151 | ||
Entity Registrant Name | U S PHYSICAL THERAPY INC /NV | ||
Entity Central Index Key | 0000885978 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 76-0364866 | ||
Entity Address, Address Line One | 1300 WEST SAM HOUSTON PARKWAY SOUTH | ||
Entity Address, Address Line Two | SUITE 300 | ||
Entity Address, City or Town | HOUSTON | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77042 | ||
City Area Code | 713 | ||
Local Phone Number | 297-7000 | ||
Title of 12(b) Security | Common Stock, $.01 par value | ||
Trading Symbol | USPH | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 838 | ||
Entity Common Stock, Shares Outstanding | 12,950,588 | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 28,567 | $ 32,918 |
Patient accounts receivable, less allowance for credit losses of $2,768 and $2,008, respectively | 46,272 | 41,906 |
Accounts receivable - other | 16,144 | 9,039 |
Other current assets | 4,183 | 3,773 |
Total current assets | 95,166 | 87,636 |
Fixed assets: | ||
Furniture and equipment | 58,743 | 55,426 |
Leasehold improvements | 39,194 | 35,320 |
Fixed assets, gross | 97,937 | 90,746 |
Less accumulated depreciation and amortization | 74,958 | 69,081 |
Fixed assets, net | 22,979 | 21,665 |
Operating lease right-of-use assets | 96,427 | 81,595 |
Investment in unconsolidated affiliate | 12,215 | 0 |
Goodwill | 434,679 | 345,646 |
Other identifiable intangible assets, net | 86,382 | 56,280 |
Other assets | 1,578 | 1,539 |
Total assets | 749,426 | 594,361 |
Current liabilities: | ||
Accounts payable - trade | 3,268 | 1,335 |
Accounts payable - due to seller of acquired business | 3,203 | 0 |
Accrued expenses | 45,705 | 59,746 |
Current portion of operating lease liabilities | 30,475 | 27,512 |
Current portion of notes payable | 830 | 4,899 |
Total current liabilities | 83,481 | 93,492 |
Notes payable, net of current portion | 3,587 | 596 |
Revolving line of credit | 114,000 | 16,000 |
Deferred taxes | 14,385 | 7,779 |
Operating lease liabilities, net of current portion | 74,185 | 61,985 |
Other long-term liabilities | 7,345 | 4,539 |
Total liabilities | 296,983 | 184,391 |
Redeemable non-controlling interest - temporary equity | 155,262 | 132,340 |
Commitments and Contingencies | ||
U.S. Physical Therapy, Inc. ("USPH") shareholders' equity: | ||
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $.01 par value, 20,000,000 shares authorized, 15,126,160 and 15,066,282 shares issued, respectively | 151 | 151 |
Additional paid-in capital | 102,688 | 95,622 |
Retained earnings | 224,395 | 212,015 |
Treasury stock at cost, 2,214,737 shares | (31,628) | (31,628) |
Total USPH shareholders' equity | 295,606 | 276,160 |
Non-controlling interest - permanent equity | 1,575 | 1,470 |
Total USPH shareholders' equity and non-controlling interest - permanent equity | 297,181 | 277,630 |
Total liabilities, redeemable non-controlling interest, USPH shareholders' equity and non-controlling interest - permanent equity | $ 749,426 | $ 594,361 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Allowance for credit losses, patient accounts receivable | $ 2,768 | $ 2,008 |
U. S. Physical Therapy, Inc. shareholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 15,126,160 | 15,066,282 |
Treasury stock, shares (in shares) | 2,214,737 | 2,214,737 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues [Abstract] | |||
Net revenue | $ 495,022 | $ 422,969 | $ 481,969 |
Operating cost: | |||
Salaries and related costs | 278,469 | 235,629 | 274,233 |
Rent, supplies, contract labor and other | 94,036 | 84,336 | 90,379 |
Provision for credit losses | 5,305 | 4,623 | 4,858 |
Closure costs - lease and other | 30 | 2,072 | 25 |
Closure costs - derecognition of goodwill | 0 | 1,859 | 0 |
Total operating cost | 377,840 | 328,519 | 369,495 |
Gross profit | 117,182 | 94,450 | 112,474 |
Corporate office costs | 46,533 | 42,037 | 45,049 |
Operating income | 70,649 | 52,413 | 67,425 |
Other income and expense | |||
Relief funds | 4,597 | 13,501 | 0 |
Gain on sale of partnership interest and clinics | 0 | 1,091 | 5,514 |
Settlement of a legal matter | (2,635) | 0 | 0 |
Resolution of a payor matter | 1,216 | 0 | 0 |
Equity in earnings of unconsolidated affiliate | 112 | 0 | 0 |
Interest and other income, net | 199 | 142 | 46 |
Interest expense - debt and other | (942) | (1,634) | (2,079) |
Total other income and expense | 2,547 | 13,100 | 3,481 |
Income and equity in earnings of unconsolidated affiliates before taxes | 73,196 | 65,513 | 70,906 |
Provision for income taxes | 15,272 | 13,022 | 13,647 |
Net income | 57,924 | 52,491 | 57,259 |
Less: net income attributable to non-controlling interest: | |||
Redeemable non-controlling interest - temporary equity | (11,358) | (11,175) | (10,659) |
Non-controlling interest - permanent equity | (5,735) | (6,122) | (6,561) |
Net income attributable to non-controlling interest | (17,093) | (17,297) | (17,220) |
Net income attributable to USPH shareholders | $ 40,831 | $ 35,194 | $ 40,039 |
Basic and diluted earnings per share attributable to USPH shareholders (in dollars per share) | $ 2.41 | $ 2.48 | $ 2.45 |
Shares used in computation - basic and diluted (in shares) | 12,898 | 12,835 | 12,756 |
Dividends declared per common share (in dollars per share) | $ 1.46 | $ 0.32 | $ 1.14 |
Net Patient Revenue [Member] | |||
Revenues [Abstract] | |||
Net revenue | $ 438,330 | $ 373,340 | $ 433,345 |
Other Revenue [Member] | |||
Revenues [Abstract] | |||
Net revenue | $ 56,692 | $ 49,629 | $ 48,624 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Shareholders' Equity [Member] | Non-Controlling Interests [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 149,000 | $ 80,028,000 | $ 167,396,000 | $ (31,628,000) | $ 215,945,000 | $ 930,000 | $ 216,875,000 |
Beginning balance (in shares) at Dec. 31, 2018 | 14,899 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock, net of cancellations | $ 1,000 | 0 | 0 | $ 0 | 1,000 | 0 | 1,000 |
Issuance of restricted stock, net of cancellations (in shares) | 90 | 0 | |||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | (8,771,000) | $ 0 | (8,771,000) | 0 | (8,771,000) |
Revaluation of redeemable non-controlling interest, net of tax (in shares) | 0 | 0 | |||||
Compensation expense - equity-based awards | $ 0 | 6,985,000 | 0 | $ 0 | 6,985,000 | 0 | 6,985,000 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 636,000 | 0 | 0 | 636,000 | 0 | 636,000 |
Purchase of partnership interests - non-controlling interest | 0 | (266,000) | 0 | 0 | (266,000) | (26,000) | (292,000) |
Sale of non-controlling interest, net of purchases and tax | 0 | 0 | 196,000 | 0 | 196,000 | 0 | 196,000 |
Dividends paid to USPT shareholders | 0 | 0 | (14,555,000) | 0 | (14,555,000) | 0 | (14,555,000) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | (6,014,000) | (6,014,000) |
Other | 0 | 0 | 47,000 | 0 | 47,000 | (7,000) | 40,000 |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 6,561,000 | 6,561,000 |
Net income attributable to USPH shareholders | 0 | 0 | 40,039,000 | 0 | 40,039,000 | 0 | 40,039,000 |
Ending balance at Dec. 31, 2019 | $ 150,000 | 87,383,000 | 184,352,000 | $ (31,628,000) | 240,257,000 | 1,444,000 | 241,701,000 |
Ending balance (in shares) at Dec. 31, 2019 | 14,989 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock, net of cancellations | $ 1,000 | 0 | 0 | $ 0 | 1,000 | 0 | 1,000 |
Issuance of restricted stock, net of cancellations (in shares) | 77 | 0 | |||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | (3,415,000) | $ 0 | (3,415,000) | 0 | (3,415,000) |
Revaluation of redeemable non-controlling interest, net of tax (in shares) | 0 | 0 | |||||
Compensation expense - equity-based awards | $ 0 | 7,917,000 | 0 | $ 0 | 7,917,000 | 0 | 7,917,000 |
Transfer of compensation liability for certain stock issued pursuant to long-term incentive plans | 0 | 486,000 | 0 | 0 | 486,000 | 0 | 486,000 |
Purchase of partnership interests - non-controlling interest | 0 | 0 | 0 | 0 | 0 | (168,000) | (168,000) |
Sale of non-controlling interest, net of purchases and tax | 0 | (164,000) | 0 | 0 | (164,000) | 0 | (164,000) |
Dividends paid to USPT shareholders | 0 | 0 | (4,110,000) | 0 | (4,110,000) | 0 | (4,110,000) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | (5,928,000) | (5,928,000) |
Other | 0 | 0 | (6,000) | 0 | (6,000) | 0 | (6,000) |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 6,122,000 | 6,122,000 |
Net income attributable to USPH shareholders | 0 | 0 | 35,194,000 | 0 | 35,194,000 | 0 | 35,194,000 |
Ending balance at Dec. 31, 2020 | $ 151,000 | 95,622,000 | 212,015,000 | $ (31,628,000) | 276,160,000 | 1,470,000 | 277,630,000 |
Ending balance (in shares) at Dec. 31, 2020 | 15,066 | (2,215) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of restricted stock, net of cancellations | $ 0 | 0 | 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted stock, net of cancellations (in shares) | 60 | 0 | |||||
Revaluation of redeemable non-controlling interest, net of tax | $ 0 | 0 | (9,686,000) | $ 0 | (9,686,000) | 0 | (9,686,000) |
Revaluation of redeemable non-controlling interest, net of tax (in shares) | 0 | 0 | |||||
Compensation expense - equity-based awards | $ 0 | 7,867,000 | 0 | $ 0 | 7,867,000 | 0 | 7,867,000 |
Purchase of partnership interests - non-controlling interest | 0 | (918,000) | 0 | 0 | (918,000) | (60,000) | (978,000) |
Sale of non-controlling interest, net of purchases and tax | 0 | 96,000 | 0 | 0 | 96,000 | 2,000 | 98,000 |
Dividends paid to USPT shareholders | 0 | 0 | (18,765,000) | 0 | (18,765,000) | 0 | (18,765,000) |
Distributions to non-controlling interest partners - permanent equity | 0 | 0 | 0 | 0 | 0 | (5,572,000) | (5,572,000) |
Short swing profit settlement | 0 | 20,000 | 0 | 0 | 20,000 | 0 | 20,000 |
Other | 0 | 1,000 | 0 | 0 | 1,000 | 0 | 1,000 |
Net income attributable to non-controlling interest - permanent equity | 0 | 0 | 0 | 0 | 0 | 5,735,000 | 5,735,000 |
Net income attributable to USPH shareholders | 0 | 0 | 40,831,000 | 0 | 40,831,000 | 0 | 40,831,000 |
Ending balance at Dec. 31, 2021 | $ 151,000 | $ 102,688,000 | $ 224,395,000 | $ (31,628,000) | $ 295,606,000 | $ 1,575,000 | $ 297,181,000 |
Ending balance (in shares) at Dec. 31, 2021 | 15,126 | (2,215) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING ACTIVITIES | |||
Net income including non-controlling interest and earnings from unconsolidated affiliates, net | $ 57,924 | $ 52,491 | $ 57,259 |
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | |||
Depreciation and amortization | 11,591 | 10,533 | 10,095 |
Provision for credit losses | 5,305 | 4,623 | 4,858 |
Equity-based awards compensation expense | 7,867 | 7,917 | 6,985 |
Deferred income taxes | 5,688 | (258) | 4,651 |
Gain on sale of partnership interest | 0 | (1,091) | (5,514) |
Derecognition (write-off) of goodwill - closed clinics | 0 | 1,859 | 0 |
Earnings in unconsolidated affiliate | (112) | 0 | 0 |
Other | (134) | 281 | 96 |
Changes in operating assets and liabilities: | |||
(Increase) decrease in patient accounts receivable | (9,417) | 899 | (6,376) |
(Increase) decrease in accounts receivable - other | (1,538) | 1,661 | (2,499) |
(Increase) decrease in other assets | (633) | 4,161 | (1,878) |
Increase (decrease) in accounts payable and accrued expenses | 4,657 | 12,427 | (4,209) |
Increase (decrease) in other long-term liabilities | (4,792) | 4,492 | (1,020) |
Net cash provided by operating activities | 76,406 | 99,995 | 62,448 |
INVESTING ACTIVITIES | |||
Purchase of fixed assets | (8,201) | (7,639) | (10,189) |
Purchase of majority interest in businesses, net of cash acquired | (86,823) | (23,907) | (30,597) |
Purchase of redeemable non-controlling interest - temporary equity | (28,465) | (20,385) | (8,651) |
Purchase of non-controlling interest, permanent equity | (1,274) | (238) | (428) |
Proceeds on sale of redeemable non-controlling interest, temporary equity | 69 | 127 | 207 |
Proceeds on sales of partnership interest, clinics and fixed assets | 275 | 839 | 11,665 |
Distributions from unconsolidated affiliate | 152 | 0 | 0 |
Sales of non-controlling interest-permanent | 131 | 0 | 0 |
Net cash used in investing activities | (124,136) | (51,203) | (37,993) |
FINANCING ACTIVITIES | |||
Distributions to non-controlling interest, permanent and temporary equity | (16,931) | (18,331) | (16,235) |
Cash dividends paid to shareholders | (18,765) | (4,110) | (14,555) |
Proceeds from revolving line of credit | 316,000 | 214,000 | 145,000 |
Payments on revolving line of credit | (218,000) | (244,000) | (137,000) |
Principal payments on notes payable | (4,899) | (1,037) | (1,433) |
(Payment) receipt of Medicare Accelerated and Advance Funds | (14,054) | 14,054 | 0 |
Other | 28 | 2 | (52) |
Net cash provided by (used in) financing activities | 43,379 | (39,422) | (24,275) |
Net (decrease) increase in cash and cash equivalents | (4,351) | 9,370 | 180 |
Cash and cash equivalents - beginning of period | 32,918 | 23,548 | 23,368 |
Cash and cash equivalents - end of period | 28,567 | 32,918 | 23,548 |
Cash paid during the period for: | |||
Income taxes | 12,214 | 7,677 | 9,856 |
Interest | 1,352 | 1,202 | 1,890 |
Non-cash investing and financing transactions during the period: | |||
Purchase of businesses - seller financing portion | 3,050 | 1,121 | 4,300 |
Purchase of business - payable to common shareholders of acquired business | 0 | 0 | 502 |
Notes payable related to purchase of redeemable non-controlling interest, temporary equity | 1,759 | 136 | 283 |
Notes payable due to purchase of non-controlling interest, permanent equity | 0 | 699 | 103 |
Notes receivable related to sale of partnership interest - redeemable non-controlling interest | 914 | 0 | 2,870 |
Note receivables related to sale of partnership interest | $ 0 | $ 994 | $ 0 |
Organization, Nature of Operati
Organization, Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Nature of Operations and Basis of Presentation [Abstract] | |
Organization, Nature of Operations and Basis of Presentation | 1. Organization, Nature of Operations and Basis of Presentation The consolidated financial statements include the accounts of U.S. Physical Therapy, Inc. and its subsidiaries (the “Company”). All significant intercompany transactions and balances have been eliminated. The Company operates its business through two reportable business segments. The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. The Company’s physical therapy operations consist of physical therapy and occupational therapy clinics that provide pre-and post-operative care and treatment for orthopedic-related disorders, sports-related injuries, preventive care, rehabilitation of injured workers and neurological injuries. Services provided by the industrial injury prevention services segment include onsite injury prevention and rehabilitation, performance optimization and ergonomic assessments. Prior to the second quarter of 2020, the Company operated as a single segment. All prior year segment information has been reclassified to conform to the current segment presentation. See Note 12 - Segment Information. During the last three years we completed the acquisitions of seven multi-clinic practices and three industrial injury prevention businesses as detailed below. Acquisition Date % Interest Acquired Number of Clinics December 2021 Acquisition December 31, 2021 75% 3 November 2021 Acquisition November 30, 2021 70% * September 2021 Acquisition September 30, 2021 100% * June 2021 Acquisition June 30, 2021 65% 8 March 2021 Acquisition March 31, 2021 70% 6 November 2020 Acquisition November 30, 2020 75% 3 September 2020 Acquisition September 30, 2020 70% ** February 2020 Acquisition February 27, 2020 65% *** 4 September 2019 Acquisition September 30, 2019 67% 11 April 2019 Acquisition April 11, 2019 100% * * Industrial injury prevention business ** The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years. *** The four clinics are in four separate partnerships. The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. Physical Therapy Operations The physical therapy operations segment primarily operates through subsidiary clinic partnerships, in which the Company generally owns a 1% general partnership interest in all the Clinic Partnerships. Our limited partnership interests typically range from 10% to 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”). 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 2021and 2020, we purchased the assets and business of five and three physical therapy clinics, respectively, in separate transactions. During the year ended December 31, 2021, the Company sold two clinics. The aggregate sales price was $0.1 million. During the year ended December 31, 2020, we sold 14 previously closed clinics. The aggregate sales price was $1.1 million, of which $0.7 million was paid in cash and $0.4 million in a note receivable due in two equal installments of principal and any accrued interest. The first payment was received in June 2021 and the next payment is due on June 15, 2022. 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 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 Industrial Injury Prevention Services Services provided in the industrial injury prevention services 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 of both physical therapists and specialized certified athletic trainers (ATCs). Impact of COVID-19 As previously disclosed in a series of filings with the SEC and further described in detail in the Company’s Quarterly Reports on Form 10-Q for the first three quarters of 2020 and our Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s results were negatively impacted by the effects of the COVID-19 pandemic in 2020. For 2021 periods as compared to 2020 periods, the increase in revenues and expenses are primarily due to the Company returning to and now exceeding pre-pandemic results. The Company has put preparedness plans in place at our facilities to maintain continuity of operations, while also taking steps to keep employees and patients safe. In line with recommendations to reduce large gatherings and increase social distancing, the Company has continued to allow a large number of office-based employees to work remotely. The Company is continuing to monitor the situation and will adjust work environments accordingly. In March 2020 in response to the COVID-19 pandemic, the federal government approved the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain payroll tax credits associated with the retention of employees. Medicare Accelerated and Advance Payment Program (“MAAPP Funds”) In response to the COVID-19 pandemic, the federal government approved the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The CARES Act allowed for qualified healthcare providers to receive advanced payments under the MAAPP Funds during the COVID-19 pandemic. Under this program, healthcare providers could choose to receive advanced payments for future Medicare services provided. The Company applied for and received approval from Centers for Medicare & Medicaid Services (“CMS”) in April 2020. The Company recorded the $14.1 million in advance payments received as a liability. During the first quarter of 2021, the Company repaid the MAAPP Funds of $14.1 million rather than applying them to future services performed. Relief Funds On March 27, 2020, the CARES Act was enacted. The CARES Act provided additional waivers, reimbursement, grants and other funds to assist health care providers during the COVID-19 pandemic, including $100.0 billion in appropriations for the Public Health and Social Services Emergency Fund, also referred to as the Provider Relief Fund, to be used for preventing, preparing, and responding to the coronavirus, and for reimbursing eligible health care providers for lost revenues and health care related expenses that are attributable to COVID-19. For the years ended December 31, 2021 and December 31, 2020, the Company’s consolidated subsidiaries recorded income of approximately $4.6 million and $13.5 million, respectively, from payments under the CARES Act (“Relief Funds”). Under the Company’s accounting policy, these payments were recorded as Other income – Relief Funds. These funds are not required to be repaid upon attestation and compliance with certain terms and conditions, which could change materially based on evolving grant compliance provisions and guidance provided by the U.S. Department of Health and Human Services. Currently, the Company can attest and comply with the terms and conditions. The Company will continue to monitor the evolving guidelines and may record adjustments as additional information is released. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Management believes that this risk is not significant. Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three three three Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances that indicate the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Investment in unconsolidated affiliate Investments in unconsolidated joint ventures 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. Goodwill Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain identifiable intangible assets. Historically, goodwill has been derived from acquisitions and, prior to 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 by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Goodwill and other indefinite-lived intangible assets are not amortized but are instead subject to periodic impairment evaluations. The fair value of goodwill and other identifiable intangible assets with indefinite lives are evaluated for impairment at least annually and upon the occurrence of certain events or conditions and are written down to fair value if considered impaired. These events or conditions include but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company evaluates indefinite lived tradenames in conjunction with its annual goodwill impairment test. The Company operates a segment business which is made up of various clinics within partnerships, and an industrial injury prevention services business. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining the Company’s reporting units when performing its annual goodwill impairment test. there were regions. 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, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit. The evaluation of goodwill in 2021, 2020 and 2019 did not result in any goodwill amounts that were deemed impaired. As part of the annual assessment, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of the reporting units were reduced below their carrying value as of December 31, 2021. As a result of the assessment, the Company determined that it was not more likely than not that goodwill and tradenames of the reporting units were impaired as of December 31, 2021. The Company will continue to monitor for any triggering events or other indicators of impairment. Redeemable Non-Controlling Interest The non-controlling interest that is reflected as redeemable non-controlling interest in the consolidated financial statements consists 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 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 ca ption—Redeemab Non-Controlling Interest The Company recognizes non-controlling interest, in which the Company has no obligation but the right to purchase the non-controlling interest, as permanent equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interests is included in consolidated net income on the face of the statements of net income. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling equity investment on the deconsolidation date. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Additionally, operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner. Revenue Recognition In May 2014, March 2016, April 2016, and December 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively the “standards”), respectively, which supersede most of the current revenue recognition requirements (“ASC 606”). The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company implemented the new standards beginning January 1, 2018 using a modified retrospective transition method. The principal change relates to how the new standard requires healthcare providers to estimate the amount of variable consideration to be included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common forms of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a customer. There were no changes to revenues or other revenues upon implementation. Under the new standards, the Company’s estimate for unrealizable amounts will continue to be recognized as a reduction to revenue. The bad debt expense historically reported will not materially change. For ASC 606, there is an implied contract between us and the patient upon each patient visit. Separate contractual arrangements exist between us 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 us, 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 we provide 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. The following table details the revenue related to the various categories (in thousands). Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Net patient revenue $ 438,330 $ 373,340 $ 433,345 Other patient revenue 2,939 2,020 2,486 Physical therapy operations $ 441,269 $ 375,360 $ 435,831 Physical therapy management contracts 9,853 8,410 8,676 Industrial injury prevention services 43,900 39,199 37,462 $ 495,022 $ 422,969 $ 481,969 Patient revenue Revenues are recognized in the period in which services are rendered. 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 revenues (patient revenues less estimated contractual adjustments) are recognized at the estimated net realizable amounts from third-party payors, patients and others in exchange for services rendered when obligations under the terms of the contract are satisfied. There is an implied contract between us and the patient upon each patient visit. Generally, this occurs as the Company provides physical and occupational therapy services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established rates. Medicare Reimbursement The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”). For services provided in 2017 through 2019, a 0.5% increase was applied to the fee schedule payment rates before applying the mandatory budget neutrality adjustment. For services provided in 2020 through 2025 no adjustment is expected to be applied each year to the fee schedule payment rates, before applying the mandatory budget neutrality adjustment. In the 2020 MPFS Final Rule, CMS revised coding, documentation guidelines, and increased the code values for office/outpatient evaluation and management (E/M) codes and cuts to other codes to maintain budget neutrality of the MPFS beginning in 2021. Under the 2021 MPFS Final Rule, CMS increased the values for the E/M office visit codes and cuts to other specialty codes to maintain budget neutrality. As a result, CMS projected a 9% decrease in fee schedule payment rates for therapy services set to take effect in 2021. However, Congress intervened with passage of the Consolidated Appropriations Act, 2021 and reimbursement for the codes applicable to physical/occupational therapy services provided by our clinics received an estimated 3.5% decrease in the aggregate in payment from Medicare in calendar year 2021 as compared to 2020. In the 2022 MPFS Final Rule published on November 2, 2021, there was to be an approximately 3.75% reduction to Medicare payments for physical/occupational therapy services. This was due to the expiration of the additional funding to the conversion factor provided by Congress in 2021 under the Consolidated Appropriations Act, 2021. However, this reduction was addressed in the Protecting Medicare and American Farmers from Sequester Cuts Act (“2021 Act”) signed into law on December 10, 2021. Based on various provisions in the 2021 Act, the Company now estimates that the Medicare rate reduction for the full year of 2022 will be approximately 0.75%. The 2021 Act did not address the 15% reduction in Medicare payments for services performed by a physical or occupational therapist assistant, which began on January 1, 2022. In addition, the Consolidated Appropriations Act, 2021 includes reductions in Medicare payment rates of approximately 3% in each of calendar years 2023 and 2024, unless regulatory or Congressional action results in modifications to such rates as has occurred in 2021 and 2022. The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next ten years and requires automatic reductions in federal spending by approximately $1.2 trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. On April 1, 2013, a 2% reduction to Medicare payments was implemented. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, extended the 2% reductions to Medicare payments through fiscal year 2025. The Bipartisan Budget Act of 2018, enacted on February 9, 2018, extends the 2% reductions to Medicare payments through fiscal year 2027. The CARES Act suspended the 2% payment reduction to Medicare payments for dates of service from May 1, 2020, through December 31, 2020. The Consolidated Appropriations Act, 2021 further suspended the 2% payment reduction until March 31, 2021. On April 14, 2021, additional legislation was enacted that waived the 2% payment reduction for the remainder of calendar 2021. The 2021 Act, which was signed into law on December 10, 2021, included a three-month extension of the 2% sequester relief applied to all Medicare payments through March 31, 2022, followed by three months of 1% sequester relief through June 30, 2022. Sequester relief is scheduled to then end on June 30, 2022. Beginning in 2021, payments to individual therapists (Physical/Occupational Therapist in Private Practice) paid under the fee schedule may be subject to adjustment based on performance in the Merit Based Incentive Payment System (“MIPS”), which measures performance based on certain quality metrics, resource use, and meaningful use of electronic health records. Therapists eligible to participate in MIPS include only those therapists who are enrolled with Medicare as private practice providers, and does not include therapists in facility-based providers, such as our clinics enrolled as certified rehabilitation agencies. Less than 3% of the Company’s therapist providers currently participate in MIPS. Under the MIPS requirements, a provider’s performance is assessed according to established performance standards each year and then is used to determine an adjustment factor that is applied to the professional’s payment for the corresponding payment year. The provider’s MIPS performance in 2019 will determine the payment adjustment in 2021. For those therapist providers who actually participated in MIPS during 2019, the resulting average payment adjustment was an increase of 1%. Under the Middle-Class Tax Relief and Job Creation Act of 2012 (“MCTRA”), since October 1, 2012, patients who met or exceeded $3,700 in therapy expenditures during a calendar year have been subject to a manual medical review to determine whether applicable payment criteria are satisfied. The $3,700 threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate $3,700 threshold is applied to the Occupational Therapy. The MACRA directed CMS to modify the manual medical review process such that those reviews will no longer apply to all claims exceeding the $3,700 threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers appropriate. The Bipartisan Budget Act of 2018 extends the targeted medical review indefinitely but reduces the threshold to $3,000 through December 31, 2027. For 2028, the threshold amount will be increased by the percentage increase in the Medicare Economic Index (“MEI”) for 2028 and in subsequent years the threshold amount will increase based on the corresponding percentage increase in the MEI for such subsequent year. CMS adopted a multiple procedure payment reduction (“MPPR”) for therapy services in the final update to the MPFS for calendar year 2011. The MPPR applied to all outpatient therapy services paid under Medicare Part B — occupational therapy, physical therapy and speech-language pathology. Under the policy, the Medicare program pays 100% of the practice expense component of the Relative Value Unit (“RVU”) for the therapy procedure with the highest practice expense RVU, then reduces the payment for the practice expense component for the second and subsequent therapy procedures or units of service furnished during the same day for the same patient, regardless of whether those therapy services are furnished in separate sessions. In 2013, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 50%. Medicare claims for outpatient therapy services furnished by therapist assistants on or after January 1, 2020 must include a modifier indicating the service was furnished by a therapist assistant. Outpatient therapy services furnished on or after January 1, 2022, in whole or part by a therapist assistant will be paid at an amount equal to 85% of the payment amount otherwise applicable for the service. Statutes, regulations, and payment rules governing the delivery of therapy services to Medicare beneficiaries are complex and subject to interpretation. We believe that we are in compliance, in all material respects, with all applicable laws and regulations and are not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on our financial statements as of December 31, 2021. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare program. For the years ended December 31, 2021, and 2020, respectively, net patient revenue from Medicare was approximately $134.4 million and $101.6 million, respectively. Management Contract Revenue Management contract revenue, which is 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. Industrial Injury Prevention Services Revenue Revenue from the industrial injury prevention services business, which is also 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 Other Revenue Additionally, other revenue includes services the Company provides on-site at locations such as schools and industrial worksites for physical or occupational therapy services, athletic trainers 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. 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 and provided and related reimbursement are subject to interpretation that could result in payments that differ from the Company’s estimates. Payor terms are periodically revised necessitating continual review and assessment of the estimates made by management. The Company’s billing system does not capture the exact change in its contractual allowance reserve estimate from period to period in order to assess the accuracy of its revenues and hence its contractual allowance reserves. Management regularly compares its cash collections to corresponding net revenues measured both in the aggregate and on a clinic-by-clinic basis. In the aggregate, historically the difference between net revenues and corresponding cash collections for any fiscal year has generally reflected a difference within approximately 1% to 1.5% of net revenues. Additionally, analysis of subsequent periods’ contractual write-offs on a payor basis reflects a difference within approximately 1% 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% to 1.5% of gross billings included in accounts receivable at December 31, 2021. 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 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 CARES Act includes changes to certain tax law related to net operating losses and the deductibility of interest expense and depreciation. ASC 740, Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation had no effect on the Company’s deferred income taxes and current income taxes payable during the year ended December 31, 2021. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the twelve months ended December 31, 2021, 2020 and 2019. The Company will book any interest or penalties, if required, in interest and other expense, as appropriate. Fair Values of Financial Instruments The carrying amounts reported in the balance sheets for cash and cash equivalents, contingent earn-out payments, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount under the Amended Credit Agreement approximates the fair value. The interest rate on the Amended Credit Agreement is tied to the London Interbank Offered Rate (“LIBOR”). Provisions within the agreement currently provide the Company with the ability to replace LIBOR with a different reference rate in the event LIBOR ceases to exist. The Redeemable non-controlling interest included on the consolidated balance sheets and the put right associated with the potential future purchase of the separate company in the November 2021 acquisition are both marked to fair value on a recurring basis using level 3 inputs. The redemption value of Redeemable non-controlling interests approximates the fair value. The put right associated with the potential future purchase of the separate company in the November 2021 acquisition is determined using a Monte Carlo simulation model utilizing unobservable inputs such as asset volatility and discount rates. The unobservable inputs in the valuation include asset volatility of 25% and a discount rate of 8.96%. See Note 5 for the changes in the fair value of Redeemable non-controlling interest. There were no changes in the fair value of put right associated with the potential future purchase of the separate company in the November 2021 acquisition for the year ended December 31, 2021. Segment Reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in determining the allocation of resources and in assessing performance. 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, 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. Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health and dental insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through December 31, 2021. Restricted Stock Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four first Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses The Company completed the adoption of the standard on January 1, 2020. The financial instruments subject to ASU 2016-13 are the Company’s accounts receivable derived from contracts with customers. A significant portion of the Company’s accounts receivable are from highly-solvent, creditworthy payors including governmental programs such as Medicare and Medicaid, and highly regulated commercial insurers. The Company’s estimate of expected credit losses as of January 1, 2020, using its expected credit loss evaluation process, resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings on the adoption date of the standard. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption was permitted. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, This pronouncement was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021.The Board specified that an entity should adopt the guidance at the beginning of its annual fiscal year. The Company adopted this pronouncement as of January 1, 2022. The use of either the modified retrospective or fully retrospective method of transition is permitted. The Company has determined that the adoption of ASU 2020-06 will not have a material impact on the Company’s financial statements. Recently Issued Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Acquisitions of Businesses
Acquisitions of Businesses | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions of Businesses [Abstract] | |
Acquisitions of Businesses | 3. Acquisitions of Businesses During 2021, 2020 and 2019, the Company acquired a majority interest in the following businesses: Acquisition Date % Interest Number of December 2021 Acquisition December 31, 2021 75% 3 November 2021 Acquisition November 30, 2021 70% IIPS* September 2021 Acquisition September 30, 2021 100% IIPS* June 2021 Acquisition June 30, 2021 65% 8 March 2021 Acquisition March 31, 2021 70% 6 November 2020 Acquisition November 30, 2020 75% 3 September 2020 Acquisition September 30, 2020 70% ** February 2020 Acquisition February 27, 2020 65% *** 4 September 2019 Acquisition September 30, 2019 67% 11 April 2019 Acquisition April 11, 2019 100% * * Industrial injury prevention business ** The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years *** The four clinics are in four separate partnerships. The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. On December 31, 2021, the Company acquired a 75% in three-clinic physical therapy practice with the practice founder retaining 25%. The purchase price for the 75% interest was approximately $3.7 million, of which $3.5 million was paid in cash and $0.2 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on December 31, 2023. On November 30, 2021, the Company acquired an approximate 70% interest in a leading provider of industrial injury prevention services. In each case, the previous owners retained the remaining interest. The purchase price for the approximate 70% equity interest, not inclusive of a $2.0 million contingent payment, was approximately $63.2 million of which $60.7 million was paid in cash and $1.0 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on November 30, 2023. On September 30, 2021, the Company acquired a company that specializes in return-to-work and ergonomic services, among other offerings. The Company acquired the company’s assets at a purchase price of approximately $3.3 million (which includes the obligation to pay an amount up to $0.6 million in contingent payment consideration in conjunction with the acquisition if specified future operational objectives are met), and contributed those assets to Briotix Health. The initial purchase price, not inclusive of the $0.6 million contingent payment, was approximately $2.7 million, of which $2.4 million was paid in cash, and $0.3 million is in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on September 30, 2023. On June 30, 2021, the Company acquired a 65% interest in an eight-clinic physical therapy with the previous owners retaining 35%. The purchase price was approximately $10.3 million, of which $9.0 million was paid in cash, $1.0 million is payable based on the achievement of certain business criteria and $0.3 million is in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on June 30, 2023. Additionally, the Company has an obligation to pay an additional amount up to $0.8 million in contingent payment consideration in conjunction with the acquisition if specified future operational objectives are met. The Company recorded acquisition-date fair value of this contingent liability based on the likelihood of the contingent earn-out payment. The earn-out payment will subsequently be remeasured to fair value each reporting date. On March 31, 2021, the Company acquired a 70% interest in a five-clinic physical therapy practice with the previous owners retaining 30%. When acquired, the practice was developing a sixth clinic which has been completed. The purchase price for the 70% interest was approximately $12.0 million, of which $11.7 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on March 31, 2023. The purchase price for the 2021 acquisitions has been preliminarily allocated as follows (in thousands): IIPS* Physical Therapy Operations Total Cash paid, net of cash acquired $ 63,193 $ 23,630 $ 86,823 Seller notes 1,250 800 2,050 Contingent payments 2,520 837 3,357 Other payable - 1,000 1,000 Seller put right 3,522 3,522 Total consideration $ 70,485 $ 26,267 $ 96,752 Estimated fair value of net tangible assets acquired: Total current assets $ 5,589 $ 1,046 $ 6,635 Total non-current assets 12,620 6,462 19,082 Total liabilities (4,842 ) (6,832 ) (11,674 ) Net tangible assets acquired $ 13,367 $ 676 $ 14,043 Customer and referral relationships 21,126 3,729 24,855 Non-compete agreements 500 574 1,074 Tradenames 5,141 1,755 6,896 Goodwill 58,257 31,489 89,746 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (27,906 ) (11,956 ) (39,862 ) $ 70,485 $ 26,267 $ 96,752 *Industrial injury prevention services On November 30, 2020, the Company acquired a 75% interest in a three-clinic physical therapy practice with the previous owners retaining 25%. The purchase price for the 75% interest was $8.9 million (net of cash acquired), of which $8.6 million was paid in cash and $0.3 million in the form of a note payable that is payable in two principal installments totaling $162,500 each. The first principal payment plus accrued interest was paid in November 2021 with the second installment to be paid in November 2022 totaling $162,500. The note accrues interest at 3.25% per annum. On September 30, 2020, the Company acquired a 70% interest in an entity which holds six-management contracts that have been in place for a number of years. The purchase price for the 70% interest was approximately $4.2 million, of which $3.7 million was paid in cash and $0.5 million in the form of two notes payable. One of the notes payable of $0.3 million was paid in November 2020. The remaining note payable of $0.2 million was paid on September 30, 2021. On February 27, 2020, the Company acquired interests in a four-clinic physical therapy practice. The four clinics are in four separate partnerships. The Company’s interests in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The aggregate purchase price was $11.9 million, of which $11.6 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 4.75% per annum and the principal and interest was paid on February 2022. The purchase price for the 2020 physical therapy operations acquisitions has been allocated as follows (in thousands): Cash paid, net of cash acquired $ 23,912 Seller note 1,121 Total consideration $ 25,033 Estimated fair value of net tangible assets acquired: Total current assets $ 1,049 Total non-current assets 196 Total liabilities (562 ) Net tangible assets acquired $ 683 Referral relationships 5,520 Non-compete 500 Tradename 1,890 Goodwill 27,738 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (11,298 ) $ 25,033 On September 30, 2019, the Company acquired a 67% interest in an eleven-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million ($12.6 million less cash acquired of $0.2 million), of which $12.3 million was paid in cash and $0.3 million in a seller note payable in two principal installments totaling $150,000 each, plus accrued interest. A payment of $150,000 plus accrued interest was paid in September 2020 and a second payment of $150,000 was paid in September 2021. The note accrues interest at 5.0% per annum. On April 11, 2019, the Company acquired a company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network of 45 states including onsite at eleven client locations. The acquired business was then combined with Briotix Health, the Company’s industrial injury prevention services operation, increasing the Company’s ownership position in the Briotix Health partnership to approximately 76.0%. The purchase price for the acquired company was $22.9 million ($23.6 million less cash acquired of $0.7 million), which consisted of $18.9 million in cash, (of which $0.5 million will be paid to certain shareholders), and a $4.0 million seller note. The note accrues interest at 5.5% and the principal and accrued interest was paid on April 9, 2021. The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition. The Company intends to continue to pursue additional acquisition opportunities, develop new clinics and open satellite clinics. The purchase price for the 2019 acquisitions was allocated as follows (in thousands): IIPS* Physical Therapy Operations Total Cash paid, net of cash acquired ($ 890 $ 18,428 $ 12,170 $ 30,598 Payable to shareholders of seller 485 - 485 Seller note 4,000 300 4,300 Total consideration $ 22,913 $ 12,470 $ 35,383 Estimated fair value of net tangible assets acquired: Total current assets $ 1,641 $ 650 $ 2,291 Total non-current assets 848 394 1,242 Total liabilities (2,978 ) (191 ) (3,169 ) Net tangible assets acquired $ (489 ) $ 853 $ 364 Referral relationships 3,400 2,600 6,000 Non-compete 250 270 520 Tradename 1,300 740 2,040 Goodwill 18,452 14,237 32,689 Fair value of non-controlling interest (classified as redeemable non-controlling interest) - (6,230 ) (6,230 ) $ 22,913 $ 12,470 $ 35,383 * Industrial injury prevention services The finalized purchase prices plus the fair value of the non-controlling interests for the acquisitions in 2020 and 2019 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill. For some of the acquisitions in 2021, the Company is in the process of completing its formal valuation analysis 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 at December 31, 2021 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. For the acquisitions in 2021, the values assigned to the customer and referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 13.8 years. For non-compete agreements, the weighted-average amortization period is 5.6 years. The values assigned to tradenames are tested annually for impairment. For the acquisitions in 2020 and 2019, the values assigned to the referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For referral relationships, the weighted average amortization period was 10.54 and 10.10 years at December 31, 2020 and December 31, 2019, respectively. For non-compete agreements, the weighted average amortization period was 6.00 years and 5.16 years at December 31, 2020 and December 31, 2019, respectively. Generally, the values assigned to tradenames are tested annually for impairment. For the 2021, 2020 and 2019 acquisitions, total current assets primarily represent patient accounts receivable. Total non-current assets are fixed assets, primarily equipment, used in the practices. The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Funding for the cash portions was derived from proceeds from the Company’s revolving credit facility. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the acquisitions in 2021, 2020 and 2019, have not been included as the results are immaterial individually and in the aggregate. |
Acquisitions and Sale of Non-Co
Acquisitions and Sale of Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions and Sale of Non-Controlling Interests [Abstract] | |
Acquisitions and Sale of Non-Controlling Interests | 4. Acquisitions and Sale of Non-Controlling Interests During 2021, the Company acquired additional interests in five partnerships which are included in non-controlling interest. The additional interests purchased in each of the partnerships ranged from 5% to 35%. The aggregated purchase price for these acquired interests was $1.3 million. The Company also sold an interest in a partnership for $0.1 million. During the Company acquired additional interests in partnerships which are included in non-controlling interest. The additional interests purchased in each of the partnerships ranged from to . The aggregated purchase price for these acquired interests was . The Company also sold an interest in a partnership for . Also during the Company sold previously closed clinics. The aggregate sales price was , of which was paid in cash and in a note receivable payable in equal installments of principal and any accrued interest. The first payment was received in June 2021 and the next payment is due on June . During the Company acquired additional interests in partnerships which are included in non-controlling interest. The additional interests purchased in each of the partnerships ranged from to 20%. Also in the Company sold a interest in a partnership. The net after-tax difference between the payments and the portion of undistributed earnings of was credited to additional paid-in capital. |
Redeemable Non-Controlling Inte
Redeemable Non-Controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
REDEEMABLE NON-CONTROLLING INTEREST [Abstract] | |
Redeemable Non-Controlling Interest | 5. Redeemable Non-Controlling Interest Therapy Practice Acquisitions Since October 2017, when the Company acquires a majority interest (the “Acquisition”) in a physical therapy clinic Therapy Practice (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 Acquired Therapy Practice into a newly-formed limited partnership (“NewCo”), in exchange for one hundred percent (100%) of the limited and general partnership interests in NewCo. Therefore, in this step, NewCo becomes a wholly-owned subsidiary of the Seller Entity. 3. The Company enters into an agreement (the “Purchase Agreement”) to acquire from the Seller Entity a majority (ranges from 50% to 90%) of the limited partnership interest and in all 4. The Company and the Seller Entity also execute a partnership agreement (the “Partnership Agreement”) for NewCo that sets forth the rights and obligations of the limited and general partners of NewCo. After the Acquisition, the Company is the general partner of NewCo. 5. As noted above, the Company does not purchase 100% of the limited partnership interests in NewCo and the Seller Entity retains a portion of the limited partnership interest in NewCo (“Seller Entity Interest”). 6. In most cases, some or all of the Selling Shareholders enter into an employment agreement (the “Employment Agreement”) with NewCo with an initial term that ranges from three 7. The compensation of each Employed Selling Shareholder is specified in the Employment Agreement and is customary and commensurate with his or her responsibilities based on other employees in similar capacities within NewCo, the Company and the industry. 8. The Company and the Selling Shareholder (including both Employed Selling Shareholders and Selling Shareholders not employed by NewCo) execute a non-compete agreement (the “Non-Compete Agreement”) which restricts the Selling Shareholder from engaging in competing Therapy Practice 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 Therapy Practice during the Non-Compete Term. 9. The Non-Compete Term commences as of the date of the Acquisition and expires on the later a. Two years after the date an Employed Selling Shareholders’ employment is terminated (if the Selling Shareholder becomes an Employed Selling Shareholder) or b. Five 10. The Non-Compete Agreement applies to a restricted region which is defined as a mileage radius from the Acquired Therapy Practice. That is, an Employed Selling Shareholder is permitted to engage in competing Therapy Practicees 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 has 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 is also based on the same specified multiple of the trailing twelve-month earnings that is used in the Put Right and the Call Right noted above. 5. The Put Right and the Call Right do not have an expiration date. 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. 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. ProgressiveHealth Acquisition On November 30, 2021, the Company acquired a majority interest in ProgressiveHealth Companies, LLC (“Progressive”), which owns a majority interest in certain subsidiaries (“Progressive Subsidiaries”) that operate in the industrial injury prevention and therapy services businesses. The Progressive transaction was completed in a series of steps which are described below. 1. Prior to the acquisition, the Progressive Subsidiaries were owned by a legal entity (“Progressive Parent”) controlled by its individual owners (the “Selling Shareholders”), who work in and manage the Progressive business. 2. In conjunction with the acquisition, the Selling Shareholders caused the Progressive Parent to transfer its ownership of the Progressive Subsidiaries into a newly-formed limited liability company (“NewCo”), in exchange for one hundred percent (100%) of the membership interests in NewCo. Therefore, in this step, NewCo became wholly-owned by the Selling Shareholders. 3. The Company entered into an agreement (the “Purchase Agreement”) to acquire from the Selling Shareholders a majority of the membership interest in NewCo. The consideration for the acquisition is primarily payable in the form of cash at closing, a relatively small portion paid in cash after the closing contingent on certain performance criteria, and a small note in lieu of an escrow (the “Purchase Price”). 4. The Company and the Selling Shareholders also executed an operating agreement (the “Operating Agreement”) for NewCo that sets forth the rights and obligations of the members of NewCo. 5. As noted above, the Company did not purchase 100% of the membership interests in NewCo and the Selling Shareholders retained a portion of the membership interest in NewCo (“Selling Shareholders’ Interest”). 6. The Company and the Selling Shareholders executed a non-compete agreement (the “Non-Compete Agreement”) which restricts the Selling Shareholders from competing for a specified period of time (the “Non-Compete Term”). 7. The Non-Compete Term commences as of the date of the Acquisition and expires on the later a. Two years after the date a Selling Shareholder no longer is involved in the management of NewCo or b. Seven years from the date of the acquisition. 8. The Non-Compete Agreement applies to the entire United States. 9. The Put Right and the Call Right do not have an expiration date. The Operating Agreement contains provisions for the redemption of the Selling Shareholder’s Interest, either at the option of the Company (the “Call Right”) or at the option of the Selling Shareholder (the “Put Right”) as follows: 1. Put Right a. Each of the Selling Shareholders has the right to sell 30% of their respective residual interests on each of the 4th and 5th anniversaries of the acquisition closing, and then 10% on each of the 6th and 7th anniversaries. b. In the event that any Selling Shareholder terminates his management relationship with NewCo for any reason on or after the seventh anniversary of the Closing Date, the Selling Shareholder has the Put Right, and upon the exercise of the Put Right, the Selling Shareholder’s Interest shall be redeemed by the Company at the purchase price described in “3” below. 2. Call Right a. If any Selling Shareholder’s ceases to perform management services on behalf of NewCo, the Company thereafter shall have an irrevocable right to purchase from such Selling Shareholder his Interest, in each case at the purchase price described in “3” below. 3. For the Put Right and the Call Right, the purchase price is derived from a formula based on a specified multiple of NewCo’s trailing twelve months of earnings before interest, taxes, depreciation, amortization, and the Company’s internal management fee, plus an Allocable Percentage of any undistributed earnings of NewCo (the “Redemption Amount”). NewCo’s earnings are distributed monthly based on available cash within NewCo; therefore, the undistributed earnings amount is small, if any. 4. The Purchase Price for the initial equity interest purchased by the Company is also based on the same specified multiple of the trailing twelve-month earnings that is used in the Put Right and the Call Right noted above. 5. The Put Right and the Call Right do not have an expiration date. Neither the Operating Agreement nor the Non-Compete Agreement contain any provision to escrow or “claw back” the equity interest in NewCo held by the Selling Shareholders, in the event of a breach of the operating agreement or non-compete terms, or the management services agreement pursuant to which the Selling Shareholders perform services on behalf of NewCo. The Company’s only recourse against the Selling Shareholder for breach of any of these agreements is to seek damages and other legal remedies under such agreements. There are no conditions in any of the arrangements with a Selling Shareholder that would result in a forfeiture of the equity interest in NewCo held by a Selling Shareholder. An Employed Selling Shareholder’s ownership of his or her equity interest in the Seller Entity predates the Acquisition and the Company’s purchase of its partnership interest in NewCo. The Employment Agreement and the Non-Compete Agreement do not contain any provision to escrow or “claw back” the equity interest in the Seller Entity held by such Employed Selling Shareholder, nor the Seller Entity Interest in NewCo, in the event of a breach of the employment or non-compete terms. More specifically, even if the Employed Selling Shareholder is terminated for “cause” by NewCo, such Employed Selling Shareholder does not forfeit his or her right to his or her full equity interest in the Seller Entity and the Seller Entity does not forfeit its right to any portion of the Seller Entity Interest. The Company’s only recourse against the Employed Selling Shareholder for breach of either the Employment Agreement or the Non-Compete Agreement is to seek damages and other legal remedies under such agreements. There are no conditions in any of the arrangements with an Employed Selling Shareholder that would result in a forfeiture of the equity interest held in the Seller Entity or of the Seller Entity Interest. For the years ended December 31, 2021, 2020 and 2019, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interests (in thousands): Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Beginning balance $ 132,340 $ 137,750 $ 133,943 Operating results allocated to redeemable non-controlling interest partners 11,358 11,175 10,659 Distributions to redeemable non-controlling interest partners (11,359 ) (12,403 ) (10,221 ) Changes in the fair value of redeemable non-controlling interest 13,011 4,632 11,893 Purchases of redeemable non-controlling interest (30,204 ) (20,521 ) (8,934 ) Acquired interest 39,862 11,297 6,230 Reduction of non-controlling interest due to sale of USPH partnership interest - (6,132 ) Sales of redeemable non-controlling interest - temporary equity 982 1,133 3,120 Notes receivable related to sales of redeemable non-controlling interest - temporary equity (914 ) (1,006 ) (2,870 ) Adjustments in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity 186 283 - Other - - 62 Ending balance $ 155,262 $ 132,340 $ 137,750 The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Contractual time period has lapsed but holder's employment has not terminated $ 80,781 $ 62,390 $ 51,921 Contractual time period has not lapsed and holder's employment has not terminated 74,481 69,950 85,829 Holder's employment has terminated and contractual time period has expired - - - Holder's employment has terminated and contractual time period has not expired - - - $ 155,262 $ 132,340 $ 137,750 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill [Abstract] | |
Goodwill | 6. Goodwill The changes in the carrying amount of goodwill as of December 31, 2021 and 2020 consisted of the following (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Beginning balance $ 345,646 $ 317,676 Goodwill acquired 89,746 28,540 Goodwill derecognition (write-off) related to closed clinics - (1,859 ) Goodwill adjustments for purchase price allocation of businesses acquired in prior year (713 ) 1,289 Ending balance $ 434,679 $ 345,646 |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, net [Abstract] | |
Intangible Assets, net | 7. Intangible Assets, net Intangible assets, net as of December 31, 2021, and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Tradenames $ 38,790 $ 32,317 Customer and referral relationships, net of accumulated amortization of $ 17,762 14,522 45,643 22,119 Non-compete agreements, net of accumulated amortization of $ 6,450 5,993 1,949 1,844 $ 86,382 $ 56,280 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 6 to 16 years. Non-compete agreements are amortized over the respective term of the agreements which range from 5 to 6 years. The following table details the amount of amortization expense recorded for intangible assets for the years ended December 31, 2021, 2020 and 2019 (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Customer and referral relationships $ 3,240 $ 2,845 $ 2,307 Non-compete agreements 458 569 708 $ 3,698 $ 3,414 $ 3,015 For one acquisition, the value assigned to tradename was being amortized over the term of the six year agreement in which the Company had acquired the right to use the specific tradename. The remaining balances of the customer and referral relationships and non-compete agreements are Customer and Referral Relationships Non-Compete Agreements Years Annual Amount Years Annual Amount Ending December 31, Ending December 31, 2022 $ 4,798 2022 $ 512 2023 $ 4,691 2023 $ 443 2024 $ 4,526 2024 $ 387 2025 $ 4,382 2025 $ 322 2026 $ 3,914 2026 $ 236 Thereafter $ 23,332 Thereafter $ 49 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 8. Accrued Expenses Accrued expenses as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Salaries and related costs $ 23,569 $ 24,646 Credit balances due to patients and payors 6,649 5,756 Group health insurance claims 1,984 2,113 Closure costs 498 1,333 Federal taxes payable 2,716 9,885 MAAPP funds payable - 14,054 Contingent payment related to acquisition 1,000 - Settlement of a legal matter 2,750 - Other 6,539 1,959 Total $ 45,705 $ 59,746 Federal taxes payable includes $4.2 million related to deferred employer payroll taxes pursuant to the CARES ACT offset by a federal income tax receivable of $1.5 million. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | 9. Notes Payable Notes payable as of December 31, 2021, and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Credit Agreement average effective interest rate of 2.1 $ 114,000 $ 16,000 Various notes payable with $ 830 3.25 4.75 4,417 5,495 $ 118,417 $ 21,495 Less current portion (830 ) (4,899 ) Long term portion $ 117,587 $ 16,596 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 in August 2015, January 2016, March 2017, November 2017, January 2021, and November 2021 (hereafter is referred to as “Amended Credit Agreement”). In November 2021, the Company exercised the accordion feature in the Amended Credit Agreement to increase the limit on the facility from $125.0 million to $150.0 million, with an updated accordion feature providing for additional capacity of $25.0 million, therefore increasing the availability up to $175.0 million. The Amended Credit Agreement is unsecured and has loan covenants, including requirements that we comply with a consolidated fixed charge coverage ratio and consolidated leverage ratio. Proceeds from the Amended Credit Agreement may be used for working capital, acquisitions, purchases of our common stock, dividend payments to our common stockholders, capital expenditures and other corporate purposes. The pricing grid is based on our consolidated leverage ratio with the applicable spread over LIBOR ranging from 1.25% to 2.0% or the applicable spread over the Base Rate ranging from 0.1% to 1%. Fees under the Amended Credit Agreement include an unused commitment fee of 0.3% of the amount of funds outstanding under the Amended Credit Agreement. The 2021 amendment to the Amended Credit Agreement allows for cash and noncash consideration for acquisitions permitted under the Amended Credit Agreement of up to $50,000,000 for any fiscal year, and allows for payments in cash dividends to shareholders in an aggregate amount not to exceed $50,000,000 in any fiscal year. The Amended Credit Agreement is unsecured and includes certain financial covenants which include a consolidated fixed charge coverage ratio and a consolidated leverage ratio, as defined in the agreement. On December 31, 2021, $114.0 million was outstanding on the Amended Credit Agreement resulting in $61.0 million of availability. As of December 31, 2021, the Company was in compliance with all of the covenants thereunder. The Company generally enters into various notes payable as a means of financing a portion of its acquisitions and purchasing of non-controlling interests. In conjunction with these transactions in 2021, the Company entered into notes payable in the aggregate amount of $4.4 million of which an aggregate principal payment of $0.8 million was due in 2021 and $3.6 million is due in 2022. Interest accrues in the range of 3.25% to 4.75% per annum and is payable with each principal installment. The balance of the various notes payable entered into prior to 2021 was $3.6 million which will be paid in 2022 and 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 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. Effective January 1, 2019, right-of-use assets and operating lease liabilities are included in the consolidated balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent net present value of the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at commencement date based on the net present value of the fixed lease payments over the lease term. The Company’s operating lease terms are generally five years or less. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Operating fixed lease expense is recognized on a straight-line basis over the lease term. In accordance with ASC 842, the Company records on its consolidated balance sheet leases with a term greater than 12 months. The Company has elected, in compliance with current accounting standards, not to record leases with an initial term of 12 months or less in the consolidated balance sheet. ASC 842 requires the separation of the fixed lease components from the variable lease components. The Company has elected the practical expedient to account for separate lease components of a contract as a single lease cost thus causing all fixed payments to be capitalized. Non-lease and variable cost components are not included in the measurement of the right-of-use assets or operating lease liabilities. The Company also elected the package of practical expedients permitted within ASC 842, which among other things, allows the Company to carry forward historical lease classification. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage are not included in the right-of-use assets or operating lease liabilities. These are expensed as incurred and recorded as variable lease expense. For the years ended December 31, 2021 and 2020, the components of lease expense were as follows (in thousands): Year Ended December 31, 2021 2020 Operating lease cost $ 32,021 $ 30,710 Short-term lease cost 1,160 1,454 Variable lease cost 7,057 5,752 Total lease cost * $ 40,238 $ 37,916 * Sublease income was immaterial Lease costs are reflected in the consolidated statements of net income in the line item—rent, supplies, contract labor and other. For the years ended December 31, 2021 and 2020, supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $ 33,192 $ 30,307 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ 46,088 $ 32,710 The aggregate future lease payments for operating leases as of December 31, 2021 were as follows (in thousands): Fiscal Year Amount 2022 $ 32,945 2023 27,467 2024 20,876 2025 14,000 2026 8,492 2027 and therafter 7,055 Total lease payments $ 110,835 Less: imputed interest 6,175 Total operating lease liabilities $ 104,660 Average lease terms and discount rates were as follows: Year Ended December 31, 2021 2020 Weighted-average remaining lease term - Operating leases 4.17 Years 4.05 Weighted-average discount rate - Operating leases 2.77 % 3.1 % |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes Significant components of deferred tax assets and liabilities included in the consolidated balance sheets at December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Deferred tax assets: Compensation $ 2,817 $ 1,865 Allowance for credit losses 573 396 Acquired net operating losses - 558 Lease obligations - including closed clinics 26,856 23,819 Deferred tax assets $ 30,246 $ 26,638 Deferred tax liabilities: Depreciation and amortization $ (19,607 ) $ (12,650 ) Operating lease right-of-use assets (24,637 ) (21,419 ) Other (387 ) (348 ) Deferred tax liabilities (44,631 ) (34,417 ) Net deferred tax liability $ (14,385 ) $ (7,779 ) The deferred tax assets and liabilities related to purchased interests not yet finalized may result in an immaterial adjustment. During 2021, the Company recorded net deferred tax assets of $0.8 million related to the revaluation of redeemable non-controlling interests and acquisitions of non-controlling interests. In addition, during 2021, the Company recorded an adjustment to the deferred tax assets of $3.0 million as a result of a detailed reconciliation of its federal and state taxes payable and receivable accounts along with its federal and state deferred tax asset and liability accounts with its federal and state tax returns for 2020. The offset of this adjustment was a decrease to the previously reported state income tax receivable and a decrease to the federal income tax payable. As of December 31, 2021, the Company has a federal tax payable of $2.7 million and state tax receivables of $0.6 million. The federal income tax payable is included in accrued liabilities and the tax receivable is other current assets The differences between the federal tax rate and the Company’s effective tax rate for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 U. S. tax at statutory rate $ 11,782 21.0 % $ 10,125 21.0 % $ 11,274 21.0 % State income taxes, net of federal benefit 2,478 4.4 % 1,956 3.9 % 2,059 3.8 % Excess equity compensation deduction (246 ) -0.4 % (99 ) 0.0% % (871 ) -1.6 % Non-deductible expenses 1,258 2.2 % 1,040 2.1 % 1,185 2.2 % $ 15,272 27.2 % $ 13,022 27.0 % $ 13,647 25.4 % Significant components of the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): December 31, December 31, December 31, Current: Federal $ 7,477 $ 10,506 $ 6,523 State 2,107 2,774 2,473 Total current 9,584 13,280 8,996 Deferred: Federal 4,866 (38 ) 3,730 State 822 (220 ) 921 Total deferred 5,688 (258 ) 4,651 Total income tax provision $ 15,272 $ 13,022 $ 13,647 For 2021, 2020 and 2019, the Company performed a detailed reconciliation of its federal and state taxes payable and receivable accounts along with its federal and state deferred tax asset and liability accounts. The adjustments were immaterial. The Company considers this reconciliation process to be an annual control. The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income in the periods which the deferred tax assets are deductible, management believes that a valuation allowance is not required, as it is more likely than not that the results of future operations will generate sufficient taxable income to realize the deferred tax assets. The Company’s U.S. federal returns remain open to examination for 2018 through 2020 2017 through 2020 The Company does not believe that it has any significant uncertain tax positions at December 31, 2021 and December 31, 2020, nor is this expected to change within the next twelve months due to the settlement and expiration of statutes of limitation. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the years ended December 31, 2021, 2020 and 2019. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information [Abstract] | |
Segment Information | 12. Segment Information The Company’s reportable segments include the physical therapy operations segment and the industrial injury prevention services segment. Also included in the physical therapy operations segment are revenues from management contract services and other services which include services the Company provides on-site, such as schools for athletic trainers The Company evaluates performance of the segments based on gross profit. The Company has provided additional information regarding its reportable segments which contributes to the understanding of the Company and provides useful information T he following table summarizes selected financial data for the Company’s reportable segments. Prior year results presented herein have been changed to conform to the current presentation Year Ended December 31, 2021 2020 2019 Net operating revenue: Physical therapy operations $ 451,122 $ 383,770 $ 444,507 Industrial injury prevention services 43,900 39,199 37,462 Total Company $ 495,022 $ 422,969 $ 481,969 Gross profit: Physical therapy operations (excluding closure costs) (a non-GAAP measure) $ 106,518 $ 88,295 $ 104,120 Industrial injury prevention services 10,694 10,086 8,379 $ 117,212 $ 98,381 $ 112,499 Physical therapy operations - closure costs 30 3,931 25 Gross profit $ 117,182 $ 94,450 $ 112,474 Total Assets: Physical therapy operations $ 587,801 $ 499,911 $ 518,027 Industrial injury prevention services 161,625 94,450 112,474 Total Company $ 749,426 $ 594,361 $ 630,501 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliate | 12 Months Ended |
Dec. 31, 2021 | |
Investment in Unconsolidated Affiliate [Abstract] | |
Investment in Unconsolidated Affiliate | 13. Investment in Unconsolidated Affiliate Through one of the subsidiaries, the Company has a 49% joint venture interest in a company which provides physical therapy services for patients at hospitals. Since the Company is deemed to not have a controlling interest in the company, the Company’s investment is accounted for using the equity method of accounting. The investment balance of this joint venture as of December 31, 2021, is $12.2 million, of which $12.3 million related to the fair value on the date of acquisition. The $12.2 million includes earnings of $112 thousand less a distribution received of $153 thousand. |
Equity Based Plans
Equity Based Plans | 12 Months Ended |
Dec. 31, 2021 | |
Equity Based Plans [Abstract] | |
Equity Based Plans | 14. Equity Based Plans The Company has the following equity-based plans with outstanding equity grants: The Amended and Restated 1999 Employee Stock Option Plan (the “Amended 1999 Plan”) permits the Company to grant to non-employee directors and employees of the Company up to 600,000 non-qualified options to purchase shares of common stock and restricted stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The exercise prices of options granted under the Amended 1999 Plan are determined by the Compensation Committee. The period within which each option will be exercisable is determined by the Compensation Committee. The Amended 1999 Plan was approved by the shareholders of the Company at the 2008 Shareholders Meeting on May 20, 2008. The Amended and Restated 2003 Stock Option Plan (the “Amended 2003 Plan”) permits the Company to grant to key employees and outside directors of the Company incentive and non-qualified options and shares of restricted stock covering up to 2,100,000 shares of common stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The material terms of the Amended 2003 Plan was reapproved by the shareholders of the Company at the 2015 Shareholders Meeting on May 19, 2015 and an increase in the number of shares authorized for issuance from 1,750,000 to 2,100,000 was approved at the 2016 Shareholders Meeting on March 17, 2016. A cumulative summary of equity plans as of December 31, 2021 follows: Authorized Restricted Outstanding Stock Options Stock Options Shares Available Equity Plans Amended 1999 Plan 600,000 416,402 - 139,791 - 7,775 Amended 2003 Plan 2,100,000 1,166,855 - 778,300 - 164,882 2,700,000 1,583,257 - 918,091 - 172,657 During 2021, 2020 and 2019, the Company granted the following shares of restricted stock to directors, officers and employees pursuant to its equity plans as follows: Year Granted Number of Shares Weighted Average Fair 2021 60,317 $ 131.29 2020 86,982 $ 104.69 2019 91,682 $ 104.85 During 2021, 2020 and 2019, the following shares were cancelled due to employee terminations prior to restrictions lapsing: Year Cancelled Number of Shares Weighted Average Fair 2021 439 $ 113.80 2020 10,037 $ 102.52 2019 1,578 $ 87.88 Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four There were 102,682 and 127,562 shares outstanding as of December 31, 2021 and December 31, 2020, respectively, for which restrictions had not lapsed. The restrictions will lapse in 2022 through 2025. Compensation expense for grants of restricted stock is recognized based on the fair value on the date of grant. Compensation expense for restricted stock grants was $7.8 million, $7.9 million, and $7.0 million, respectively, for 2021, 2020 and 2019. As of December 31, 2021, the remaining $8.9 million of compensation expense will be recognized from 2022 through 2025. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Stock [Abstract] | |
Preferred Stock | 15. Preferred Stock The Board is empowered, without approval of the shareholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences and limitations of each series. There are no provisions in the Company’s Articles of Incorporation specifying the vote required by the holders of preferred stock to take action. All such provisions would be set out in the designation of any series of preferred stock established by the Board. The bylaws of the Company specify that, when a quorum is present at any meeting, the vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before the meeting, unless a different vote is required by law or the Company’s Articles of Incorporation. Because the Board has the power to establish the preferences and rights of each series, it may afford the holders of any series of preferred stock, preferences, powers, and rights, voting or otherwise, senior to the right of holders of common stock. The issuance of the preferred stock could have the effect of delaying or preventing a change in control of the Company. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock [Abstract] | |
Common Stock | 16. Common Stock From September 2001 through December 31, 2008, the Board authorized the Company to purchase, in the open market or in privately negotiated transactions, up to 2,250,000 shares of the Company’s common stock. In March 2009, the Board authorized the repurchase of up to 10% or approximately 1,200,000 shares of its common stock (“March 2009 Authorization”). The Amended Credit Agreement permits share repurchases of up to $15,000,000, subject to compliance with covenants. The Company is required to retire shares purchased under the March 2009 Authorization. Under the March 2009 Authorization, the Company has purchased a total of 859,499 shares. There is no expiration date for the share repurchase program. There are currently an additional estimated 156,986 shares (based on the closing price of $95.55 on December 31, 2021, the last business day in 2021) that may be purchased from time to time in the open market or private transactions depending on price, availability and the Company’s cash position. The Company did not purchase any shares of its common stock during 2021 or 2020. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Defined Contribution Plan [Abstract] | |
Defined Contribution Plan | 17. Defined Contribution Plan The Company has several 401(k) profit sharing plans covering all employees with three months of service. For certain plans, the Company makes matching contributions. The Company may also make discretionary contributions of up to 50% of employee contributions. The Company did not make any discretionary contributions for the years ended December 31, 2021, 2020 and 2019. The Company matching contributions totaled $1.9 million, $1.9 million and $2.0 million, respectively, for the years ended December 31, 2021, 2020 and 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Employment Agreements At December 31, 2021, the Company had outstanding employment agreements with four of its executive officers. The agreements have terms that expire November 8, 2022, July 1, 2023, December 31, 2023, and February 28, 2024; however, each of these agreements provide for an automatic two-year renewal at the conclusion of the expiring term or renewal term. In addition, the Company has outstanding employment agreements with most of the managing physical therapist partners of the Company’s physical therapy clinics and with certain other clinic employees which obligate subsidiaries of the Company to pay compensation of $52.8 million in 2022 and $8.4 million in the aggregate from 2023 through 2024. In addition, many of the employment agreements with the managing physical therapists provide for monthly bonus payments calculated as a percentage of each clinic’s net revenues (not in excess of operating profits) or operating profits. Litigation Settlement of a Legal Matter On August 19, 2019, we received notice of a qui tam lawsuit (“the Complaint”) filed by a relator on behalf of the United States, titled U.S. ex rel. Bonnie Elsdon, v. U.S. Physical Therapy, Inc., U.S. Physical Therapy, Ltd., Rehab Partners #2, Inc., The Hale Hand Center, Limited Partnership (the “Hale Partnership”), and Suzanne Hale. This whistleblower lawsuit was filed in the U.S. District Court for the Southern District of Texas, seeking damages and civil penalties under the federal False Claim Act. This lawsuit was originally filed under seal by a former employee of The Hale Hand Center, Limited Partnership (“Hale Partnership”), a majority-owned subsidiary of the Company, on May 25, 2018. The U.S Government declined to intervene in the case and unsealed the Complaint on July 17, 2019. The Complaint alleged that the Hale Partnership engaged in conduct to purposely “upcode” its billings for services provided to Medicare patients. The plaintiff - relator also claimed that similar false claims occurred on other days and at other Company-owned partnerships. On October 3, 2019, we filed Motions to Dismiss based on numerous grounds on behalf of each of the named defendants. On October 29, 2019, the plaintiff-relator dismissed three of the named defendants, Rehab Partners #2, Inc., U.S. Physical Therapy, Ltd., and Suzanne Hale. The Motions to Dismiss were denied on November 30, 2020. In January 2022, to avoid the legal fees and discovery costs in defending this matter and the uncertainty of protracted litigation, the Company entered into a settlement agreement with the plaintiff-relator. In the settlement agreement, the plaintiff-relator released all defendants from liability for all conduct alleged in the Complaint, and the Company admitted no liability or wrongdoing. In connection with the settlement, the Office of the United States Attorney for the Southern District of Texas agreed to a dismissal of the claims against the Hale Partnership and the Company. Under the terms of the settlement, the Company agreed to make payments to the government, the plaintiff-relator and her counsel. Such payments, in the aggregate, amounted to of which $2.6 million was recorded as an expense in 2021 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 19. Earnings Per Share The computations of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands, except per share data): Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Computation of earnings per share - USPH shareholders: Net income attributable to USPH shareholders $ 40,831 $ 35,194 $ 40,039 (Charges) credit to retained earnings: Revaluation of redeemable non-controlling interest (13,011 ) (4,632 ) (11,893 ) Tax effect at statutory rate (federal and state) of 25.55 26.25 3,324 1,216 3,121 $ 31,144 $ 31,778 $ 31,267 Earnings per share (basic and diluted) $ 2.41 $ 2.48 $ 2.45 Shares used in computation: Basic and diluted earnings per share - weighted-average shares 12,898 12,835 12,756 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 20. Related Party Transactions Settlement of Short Swing Profit Claim For the year ended December 31, 2021, the Company recorded approximately $20,000 related to the short swing profit settlement remitted by a shareholder of our company under Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company recognized the proceeds as an increase to additional paid-in capital in the consolidated balance sheets as of December 31, 2021 and consolidated statements of stockholders’ equity, as well as in cash provided by financing activities included in Other, in the consolidated statements of cash flows, for the year ended December 31, 2021. |
Reclassification of Prior Perio
Reclassification of Prior Period Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Reclassification of Prior Period Presentation [Abstract] | |
Reclassification of Prior Period Presentation | 21. Reclassification of Prior Period Presentation Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | FINANCIAL STATEMENT SCHEDULE* (In Thousands) Balance at Beginning of Period Additions Charged to Costs and Expenses Additions Charged to Other Accounts Deductions Balance at End of Period YEAR ENDED DECEMBER 31, 2021 Reserves and allowances deducted from asset accounts: Allowance for credit losses (1) $ 2,008 $ 5,305 - $ 4,545 (2) $ 2,768 YEAR ENDED DECEMBER 31, 2020 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ 2,698 $ 4,623 - $ 5,313 (2) $ 2,008 YEAR ENDED DECEMBER 31, 2019 Reserves and allowances deducted from asset accounts: Allowance for credit losses $ 2,672 $ 4,858 - $ 4,832 (2) $ 2,698 (1) Related to patient accounts receivable and accounts receivable-other. (2) Uncollectible accounts written off, net of recoveries. * All other schedules are omitted because of the absence of conditions under which they are required or because the required information is shown in the financial statements or notes thereto. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Cash Equivalents | Cash Equivalents The Company maintains its cash and cash equivalents at financial institutions. The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Management believes that this risk is not significant. |
Long-Lived Assets | Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three three three |
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of | Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Company reviews property and equipment and intangible assets with finite lives for impairment upon the occurrence of certain events or circumstances that indicate the related amounts may be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Investment in unconsolidated affiliate | Investment in unconsolidated affiliate Investments in unconsolidated joint ventures 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. |
Goodwill | Goodwill Goodwill represents the excess of the amount paid and fair value of the non-controlling interests over the fair value of the acquired business assets, which include certain identifiable intangible assets. Historically, goodwill has been derived from acquisitions and, prior to 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 by the Company exceeds or is less than the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Goodwill and other indefinite-lived intangible assets are not amortized but are instead subject to periodic impairment evaluations. The fair value of goodwill and other identifiable intangible assets with indefinite lives are evaluated for impairment at least annually and upon the occurrence of certain events or conditions and are written down to fair value if considered impaired. These events or conditions include but are not limited to: a significant adverse change in the business environment, regulatory environment, or legal factors; a current period operating or cash flow loss combined with a history of such losses or a projection of continuing losses; or a sale or disposition of a significant portion of a reporting unit. The occurrence of one of these events or conditions could significantly impact an impairment assessment, necessitating an impairment charge. The Company evaluates indefinite lived tradenames in conjunction with its annual goodwill impairment test. The Company operates a segment business which is made up of various clinics within partnerships, and an industrial injury prevention services business. The partnerships are components of regions and are aggregated to the operating segment level for the purpose of determining the Company’s reporting units when performing its annual goodwill impairment test. there were regions. 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, the Company is then required to complete a quantitative analysis of whether a reporting unit’s fair value is less than its carrying amount. In evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company considers relevant events or circumstances that affect the fair value or carrying amount of a reporting unit. The Company considers both the income and market approach in determining the fair value of its reporting units when performing a quantitative analysis. An impairment loss generally would be recognized when the carrying amount of the net assets of a reporting unit, inclusive of goodwill and other identifiable intangible assets, exceeds the estimated fair value of the reporting unit. The evaluation of goodwill in 2021, 2020 and 2019 did not result in any goodwill amounts that were deemed impaired. As part of the annual assessment, the Company evaluated whether events or circumstances indicated that it was more likely than not that the fair value of the reporting units were reduced below their carrying value as of December 31, 2021. As a result of the assessment, the Company determined that it was not more likely than not that goodwill and tradenames of the reporting units were impaired as of December 31, 2021. The Company will continue to monitor for any triggering events or other indicators of impairment. |
Redeemable Non-Controlling Interest | Redeemable Non-Controlling Interest The non-controlling interest that is reflected as redeemable non-controlling interest in the consolidated financial statements consists 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 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 ca ption—Redeemab |
Non-Controlling Interest | Non-Controlling Interest The Company recognizes non-controlling interest, in which the Company has no obligation but the right to purchase the non-controlling interest, as permanent equity in the consolidated financial statements separate from the parent entity’s equity. The amount of net income attributable to non-controlling interests is included in consolidated net income on the face of the statements of net income. Changes in a parent entity’s ownership interest in a subsidiary that do not result in deconsolidation are treated as equity transactions if the parent entity retains its controlling financial interest. The Company recognizes a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss is measured using the fair value of the non-controlling equity investment on the deconsolidation date. When the purchase price of a non-controlling interest by the Company exceeds the book value at the time of purchase, any excess or shortfall is recognized as an adjustment to additional paid-in capital. Additionally, operating losses are allocated to non-controlling interests even when such allocation creates a deficit balance for the non-controlling interest partner. |
Revenue Recognition | Revenue Recognition In May 2014, March 2016, April 2016, and December 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, ASU 2016-08, Revenue from Contracts with Customers, Principal versus Agent Considerations, ASU 2016-10, Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, ASU 2016-12, Revenue from Contracts with Customers, Narrow Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customer (collectively the “standards”), respectively, which supersede most of the current revenue recognition requirements (“ASC 606”). The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company implemented the new standards beginning January 1, 2018 using a modified retrospective transition method. The principal change relates to how the new standard requires healthcare providers to estimate the amount of variable consideration to be included in the transaction price up to an amount which is probable that a significant reversal will not occur. The most common forms of variable consideration the Company experiences are amounts for services provided that are ultimately not realizable from a customer. There were no changes to revenues or other revenues upon implementation. Under the new standards, the Company’s estimate for unrealizable amounts will continue to be recognized as a reduction to revenue. The bad debt expense historically reported will not materially change. For ASC 606, there is an implied contract between us and the patient upon each patient visit. Separate contractual arrangements exist between us 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 us, 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 we provide 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. The following table details the revenue related to the various categories (in thousands). Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Net patient revenue $ 438,330 $ 373,340 $ 433,345 Other patient revenue 2,939 2,020 2,486 Physical therapy operations $ 441,269 $ 375,360 $ 435,831 Physical therapy management contracts 9,853 8,410 8,676 Industrial injury prevention services 43,900 39,199 37,462 $ 495,022 $ 422,969 $ 481,969 Patient revenue Revenues are recognized in the period in which services are rendered. 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 revenues (patient revenues less estimated contractual adjustments) are recognized at the estimated net realizable amounts from third-party payors, patients and others in exchange for services rendered when obligations under the terms of the contract are satisfied. There is an implied contract between us and the patient upon each patient visit. Generally, this occurs as the Company provides physical and occupational therapy services, as each service provided is distinct and future services rendered are not dependent on previously rendered services. The Company has agreements with third-party payors that provide for payments to the Company at amounts different from its established rates. Medicare Reimbursement The Medicare program reimburses outpatient rehabilitation providers based on the Medicare Physician Fee Schedule (“MPFS”). For services provided in 2017 through 2019, a 0.5% increase was applied to the fee schedule payment rates before applying the mandatory budget neutrality adjustment. For services provided in 2020 through 2025 no adjustment is expected to be applied each year to the fee schedule payment rates, before applying the mandatory budget neutrality adjustment. In the 2020 MPFS Final Rule, CMS revised coding, documentation guidelines, and increased the code values for office/outpatient evaluation and management (E/M) codes and cuts to other codes to maintain budget neutrality of the MPFS beginning in 2021. Under the 2021 MPFS Final Rule, CMS increased the values for the E/M office visit codes and cuts to other specialty codes to maintain budget neutrality. As a result, CMS projected a 9% decrease in fee schedule payment rates for therapy services set to take effect in 2021. However, Congress intervened with passage of the Consolidated Appropriations Act, 2021 and reimbursement for the codes applicable to physical/occupational therapy services provided by our clinics received an estimated 3.5% decrease in the aggregate in payment from Medicare in calendar year 2021 as compared to 2020. In the 2022 MPFS Final Rule published on November 2, 2021, there was to be an approximately 3.75% reduction to Medicare payments for physical/occupational therapy services. This was due to the expiration of the additional funding to the conversion factor provided by Congress in 2021 under the Consolidated Appropriations Act, 2021. However, this reduction was addressed in the Protecting Medicare and American Farmers from Sequester Cuts Act (“2021 Act”) signed into law on December 10, 2021. Based on various provisions in the 2021 Act, the Company now estimates that the Medicare rate reduction for the full year of 2022 will be approximately 0.75%. The 2021 Act did not address the 15% reduction in Medicare payments for services performed by a physical or occupational therapist assistant, which began on January 1, 2022. In addition, the Consolidated Appropriations Act, 2021 includes reductions in Medicare payment rates of approximately 3% in each of calendar years 2023 and 2024, unless regulatory or Congressional action results in modifications to such rates as has occurred in 2021 and 2022. The Budget Control Act of 2011 increased the federal debt ceiling in connection with deficit reductions over the next ten years and requires automatic reductions in federal spending by approximately $1.2 trillion. Payments to Medicare providers are subject to these automatic spending reductions, subject to a 2% cap. On April 1, 2013, a 2% reduction to Medicare payments was implemented. The Bipartisan Budget Act of 2015, enacted on November 2, 2015, extended the 2% reductions to Medicare payments through fiscal year 2025. The Bipartisan Budget Act of 2018, enacted on February 9, 2018, extends the 2% reductions to Medicare payments through fiscal year 2027. The CARES Act suspended the 2% payment reduction to Medicare payments for dates of service from May 1, 2020, through December 31, 2020. The Consolidated Appropriations Act, 2021 further suspended the 2% payment reduction until March 31, 2021. On April 14, 2021, additional legislation was enacted that waived the 2% payment reduction for the remainder of calendar 2021. The 2021 Act, which was signed into law on December 10, 2021, included a three-month extension of the 2% sequester relief applied to all Medicare payments through March 31, 2022, followed by three months of 1% sequester relief through June 30, 2022. Sequester relief is scheduled to then end on June 30, 2022. Beginning in 2021, payments to individual therapists (Physical/Occupational Therapist in Private Practice) paid under the fee schedule may be subject to adjustment based on performance in the Merit Based Incentive Payment System (“MIPS”), which measures performance based on certain quality metrics, resource use, and meaningful use of electronic health records. Therapists eligible to participate in MIPS include only those therapists who are enrolled with Medicare as private practice providers, and does not include therapists in facility-based providers, such as our clinics enrolled as certified rehabilitation agencies. Less than 3% of the Company’s therapist providers currently participate in MIPS. Under the MIPS requirements, a provider’s performance is assessed according to established performance standards each year and then is used to determine an adjustment factor that is applied to the professional’s payment for the corresponding payment year. The provider’s MIPS performance in 2019 will determine the payment adjustment in 2021. For those therapist providers who actually participated in MIPS during 2019, the resulting average payment adjustment was an increase of 1%. Under the Middle-Class Tax Relief and Job Creation Act of 2012 (“MCTRA”), since October 1, 2012, patients who met or exceeded $3,700 in therapy expenditures during a calendar year have been subject to a manual medical review to determine whether applicable payment criteria are satisfied. The $3,700 threshold is applied to Physical Therapy and Speech Language Pathology Services; a separate $3,700 threshold is applied to the Occupational Therapy. The MACRA directed CMS to modify the manual medical review process such that those reviews will no longer apply to all claims exceeding the $3,700 threshold and instead will be determined on a targeted basis based on a variety of factors that CMS considers appropriate. The Bipartisan Budget Act of 2018 extends the targeted medical review indefinitely but reduces the threshold to $3,000 through December 31, 2027. For 2028, the threshold amount will be increased by the percentage increase in the Medicare Economic Index (“MEI”) for 2028 and in subsequent years the threshold amount will increase based on the corresponding percentage increase in the MEI for such subsequent year. CMS adopted a multiple procedure payment reduction (“MPPR”) for therapy services in the final update to the MPFS for calendar year 2011. The MPPR applied to all outpatient therapy services paid under Medicare Part B — occupational therapy, physical therapy and speech-language pathology. Under the policy, the Medicare program pays 100% of the practice expense component of the Relative Value Unit (“RVU”) for the therapy procedure with the highest practice expense RVU, then reduces the payment for the practice expense component for the second and subsequent therapy procedures or units of service furnished during the same day for the same patient, regardless of whether those therapy services are furnished in separate sessions. In 2013, the practice expense component for the second and subsequent therapy service furnished during the same day for the same patient was reduced by 50%. Medicare claims for outpatient therapy services furnished by therapist assistants on or after January 1, 2020 must include a modifier indicating the service was furnished by a therapist assistant. Outpatient therapy services furnished on or after January 1, 2022, in whole or part by a therapist assistant will be paid at an amount equal to 85% of the payment amount otherwise applicable for the service. Statutes, regulations, and payment rules governing the delivery of therapy services to Medicare beneficiaries are complex and subject to interpretation. We believe that we are in compliance, in all material respects, with all applicable laws and regulations and are not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on our financial statements as of December 31, 2021. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as significant regulatory action including fines, penalties, and exclusion from the Medicare program. For the years ended December 31, 2021, and 2020, respectively, net patient revenue from Medicare was approximately $134.4 million and $101.6 million, respectively. Management Contract Revenue Management contract revenue, which is 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. Industrial Injury Prevention Services Revenue Revenue from the industrial injury prevention services business, which is also 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 Other Revenue Additionally, other revenue includes services the Company provides on-site at locations such as schools and industrial worksites for physical or occupational therapy services, athletic trainers 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. |
Contractual Allowances | 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 and provided and related reimbursement are subject to interpretation that could result in payments that differ from the Company’s estimates. Payor terms are periodically revised necessitating continual review and assessment of the estimates made by management. The Company’s billing system does not capture the exact change in its contractual allowance reserve estimate from period to period in order to assess the accuracy of its revenues and hence its contractual allowance reserves. Management regularly compares its cash collections to corresponding net revenues measured both in the aggregate and on a clinic-by-clinic basis. In the aggregate, historically the difference between net revenues and corresponding cash collections for any fiscal year has generally reflected a difference within approximately 1% to 1.5% of net revenues. Additionally, analysis of subsequent periods’ contractual write-offs on a payor basis reflects a difference within approximately 1% 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% to 1.5% of gross billings included in accounts receivable at December 31, 2021. |
Allowance for Credit Losses | 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 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 Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount to be recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The CARES Act includes changes to certain tax law related to net operating losses and the deductibility of interest expense and depreciation. ASC 740, Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The legislation had no effect on the Company’s deferred income taxes and current income taxes payable during the year ended December 31, 2021. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits nor was any interest expense recognized during the twelve months ended December 31, 2021, 2020 and 2019. The Company will book any interest or penalties, if required, in interest and other expense, as appropriate. |
Fair Values of Financial Instruments | Fair Values of Financial Instruments The carrying amounts reported in the balance sheets for cash and cash equivalents, contingent earn-out payments, accounts receivable, accounts payable and notes payable approximate their fair values due to the short-term maturity of these financial instruments. The carrying amount under the Amended Credit Agreement approximates the fair value. The interest rate on the Amended Credit Agreement is tied to the London Interbank Offered Rate (“LIBOR”). Provisions within the agreement currently provide the Company with the ability to replace LIBOR with a different reference rate in the event LIBOR ceases to exist. The Redeemable non-controlling interest included on the consolidated balance sheets and the put right associated with the potential future purchase of the separate company in the November 2021 acquisition are both marked to fair value on a recurring basis using level 3 inputs. The redemption value of Redeemable non-controlling interests approximates the fair value. The put right associated with the potential future purchase of the separate company in the November 2021 acquisition is determined using a Monte Carlo simulation model utilizing unobservable inputs such as asset volatility and discount rates. The unobservable inputs in the valuation include asset volatility of 25% and a discount rate of 8.96%. See Note 5 for the changes in the fair value of Redeemable non-controlling interest. There were no changes in the fair value of put right associated with the potential future purchase of the separate company in the November 2021 acquisition for the year ended December 31, 2021. |
Segment Reporting | Segment Reporting Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by chief operating decision makers in determining the allocation of resources and in assessing performance. |
Use of Estimates | 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, 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. |
Self-Insurance Program | Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health and dental insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to minimize the Company’s maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. Management believes that the current accrued amounts are sufficient to pay claims arising from self-insurance claims incurred through December 31, 2021. |
Restricted Stock | Restricted Stock Restricted stock issued to employees and directors is subject to continued employment or continued service on the board, respectively. Generally, restrictions on the stock granted to employees lapse in equal annual installments on the following four first |
Recently Issued Accounting Pronouncement | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses The Company completed the adoption of the standard on January 1, 2020. The financial instruments subject to ASU 2016-13 are the Company’s accounts receivable derived from contracts with customers. A significant portion of the Company’s accounts receivable are from highly-solvent, creditworthy payors including governmental programs such as Medicare and Medicaid, and highly regulated commercial insurers. The Company’s estimate of expected credit losses as of January 1, 2020, using its expected credit loss evaluation process, resulted in no adjustments to the allowance for credit losses and no cumulative-effect adjustment to retained earnings on the adoption date of the standard. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350), In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740)–Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The objective of ASU 2019-12 is to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and to provide more consistent application to improve the comparability of financial statements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020, and early adoption was permitted. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial statements. In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, This pronouncement was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2021.The Board specified that an entity should adopt the guidance at the beginning of its annual fiscal year. The Company adopted this pronouncement as of January 1, 2022. The use of either the modified retrospective or fully retrospective method of transition is permitted. The Company has determined that the adoption of ASU 2020-06 will not have a material impact on the Company’s financial statements. Recently Issued Accounting Guidance In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |
Organization, Nature of Opera_2
Organization, Nature of Operations and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Nature of Operations and Basis of Presentation [Abstract] | |
Acquisitions Within Physical Therapy Operations Segment | During the last three years we completed the acquisitions of seven multi-clinic practices and three industrial injury prevention businesses as detailed below. Acquisition Date % Interest Acquired Number of Clinics December 2021 Acquisition December 31, 2021 75% 3 November 2021 Acquisition November 30, 2021 70% * September 2021 Acquisition September 30, 2021 100% * June 2021 Acquisition June 30, 2021 65% 8 March 2021 Acquisition March 31, 2021 70% 6 November 2020 Acquisition November 30, 2020 75% 3 September 2020 Acquisition September 30, 2020 70% ** February 2020 Acquisition February 27, 2020 65% *** 4 September 2019 Acquisition September 30, 2019 67% 11 April 2019 Acquisition April 11, 2019 100% * * Industrial injury prevention business ** The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years. *** The four clinics are in four separate partnerships. The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |
Disaggregation of Revenue, Categories | The following table details the revenue related to the various categories (in thousands). Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Net patient revenue $ 438,330 $ 373,340 $ 433,345 Other patient revenue 2,939 2,020 2,486 Physical therapy operations $ 441,269 $ 375,360 $ 435,831 Physical therapy management contracts 9,853 8,410 8,676 Industrial injury prevention services 43,900 39,199 37,462 $ 495,022 $ 422,969 $ 481,969 |
Acquisitions of Businesses (Tab
Acquisitions of Businesses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions of Businesses [Abstract] | |
Clinic Acquisition | During 2021, 2020 and 2019, the Company acquired a majority interest in the following businesses: Acquisition Date % Interest Number of December 2021 Acquisition December 31, 2021 75% 3 November 2021 Acquisition November 30, 2021 70% IIPS* September 2021 Acquisition September 30, 2021 100% IIPS* June 2021 Acquisition June 30, 2021 65% 8 March 2021 Acquisition March 31, 2021 70% 6 November 2020 Acquisition November 30, 2020 75% 3 September 2020 Acquisition September 30, 2020 70% ** February 2020 Acquisition February 27, 2020 65% *** 4 September 2019 Acquisition September 30, 2019 67% 11 April 2019 Acquisition April 11, 2019 100% * * Industrial injury prevention business ** The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years *** The four clinics are in four separate partnerships. The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. |
Preliminary Purchase Prices Allocation | The purchase price for the 2021 acquisitions has been preliminarily allocated as follows (in thousands): IIPS* Physical Therapy Operations Total Cash paid, net of cash acquired $ 63,193 $ 23,630 $ 86,823 Seller notes 1,250 800 2,050 Contingent payments 2,520 837 3,357 Other payable - 1,000 1,000 Seller put right 3,522 3,522 Total consideration $ 70,485 $ 26,267 $ 96,752 Estimated fair value of net tangible assets acquired: Total current assets $ 5,589 $ 1,046 $ 6,635 Total non-current assets 12,620 6,462 19,082 Total liabilities (4,842 ) (6,832 ) (11,674 ) Net tangible assets acquired $ 13,367 $ 676 $ 14,043 Customer and referral relationships 21,126 3,729 24,855 Non-compete agreements 500 574 1,074 Tradenames 5,141 1,755 6,896 Goodwill 58,257 31,489 89,746 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (27,906 ) (11,956 ) (39,862 ) $ 70,485 $ 26,267 $ 96,752 *Industrial injury prevention services The purchase price for the 2020 physical therapy operations acquisitions has been allocated as follows (in thousands): Cash paid, net of cash acquired $ 23,912 Seller note 1,121 Total consideration $ 25,033 Estimated fair value of net tangible assets acquired: Total current assets $ 1,049 Total non-current assets 196 Total liabilities (562 ) Net tangible assets acquired $ 683 Referral relationships 5,520 Non-compete 500 Tradename 1,890 Goodwill 27,738 Fair value of non-controlling interest (classified as redeemable non-controlling interest) (11,298 ) $ 25,033 The purchase price for the 2019 acquisitions was allocated as follows (in thousands): IIPS* Physical Therapy Operations Total Cash paid, net of cash acquired ($ 890 $ 18,428 $ 12,170 $ 30,598 Payable to shareholders of seller 485 - 485 Seller note 4,000 300 4,300 Total consideration $ 22,913 $ 12,470 $ 35,383 Estimated fair value of net tangible assets acquired: Total current assets $ 1,641 $ 650 $ 2,291 Total non-current assets 848 394 1,242 Total liabilities (2,978 ) (191 ) (3,169 ) Net tangible assets acquired $ (489 ) $ 853 $ 364 Referral relationships 3,400 2,600 6,000 Non-compete 250 270 520 Tradename 1,300 740 2,040 Goodwill 18,452 14,237 32,689 Fair value of non-controlling interest (classified as redeemable non-controlling interest) - (6,230 ) (6,230 ) $ 22,913 $ 12,470 $ 35,383 * Industrial injury prevention services |
Redeemable Non-Controlling In_2
Redeemable Non-Controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
REDEEMABLE NON-CONTROLLING INTEREST [Abstract] | |
Changes in Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest | For the years ended December 31, 2021, 2020 and 2019, the following table details the changes in the carrying amount (fair value) of the redeemable non-controlling interests (in thousands): Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Beginning balance $ 132,340 $ 137,750 $ 133,943 Operating results allocated to redeemable non-controlling interest partners 11,358 11,175 10,659 Distributions to redeemable non-controlling interest partners (11,359 ) (12,403 ) (10,221 ) Changes in the fair value of redeemable non-controlling interest 13,011 4,632 11,893 Purchases of redeemable non-controlling interest (30,204 ) (20,521 ) (8,934 ) Acquired interest 39,862 11,297 6,230 Reduction of non-controlling interest due to sale of USPH partnership interest - (6,132 ) Sales of redeemable non-controlling interest - temporary equity 982 1,133 3,120 Notes receivable related to sales of redeemable non-controlling interest - temporary equity (914 ) (1,006 ) (2,870 ) Adjustments in notes receivable related to the the sales of redeemable non-controlling interest - temporary equity 186 283 - Other - - 62 Ending balance $ 155,262 $ 132,340 $ 137,750 |
Carrying Amount of (Fair Value) Redeemable Non-Controlling Interest | The following table categorizes the carrying amount (fair value) of the redeemable non-controlling interests (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Contractual time period has lapsed but holder's employment has not terminated $ 80,781 $ 62,390 $ 51,921 Contractual time period has not lapsed and holder's employment has not terminated 74,481 69,950 85,829 Holder's employment has terminated and contractual time period has expired - - - Holder's employment has terminated and contractual time period has not expired - - - $ 155,262 $ 132,340 $ 137,750 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill as of December 31, 2021 and 2020 consisted of the following (in thousands): Year Ended December 31, 2021 Year Ended December 31, 2020 Beginning balance $ 345,646 $ 317,676 Goodwill acquired 89,746 28,540 Goodwill derecognition (write-off) related to closed clinics - (1,859 ) Goodwill adjustments for purchase price allocation of businesses acquired in prior year (713 ) 1,289 Ending balance $ 434,679 $ 345,646 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, net [Abstract] | |
Intangible Assets, Net | Intangible assets, net as of December 31, 2021, and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Tradenames $ 38,790 $ 32,317 Customer and referral relationships, net of accumulated amortization of $ 17,762 14,522 45,643 22,119 Non-compete agreements, net of accumulated amortization of $ 6,450 5,993 1,949 1,844 $ 86,382 $ 56,280 |
Amortization Expenses | The following table details the amount of amortization expense recorded for intangible assets for the years ended December 31, 2021, 2020 and 2019 (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Customer and referral relationships $ 3,240 $ 2,845 $ 2,307 Non-compete agreements 458 569 708 $ 3,698 $ 3,414 $ 3,015 |
Amortization of Customer and Referral Relationships and Non Competition Agreements | The remaining balances of the customer and referral relationships and non-compete agreements are Customer and Referral Relationships Non-Compete Agreements Years Annual Amount Years Annual Amount Ending December 31, Ending December 31, 2022 $ 4,798 2022 $ 512 2023 $ 4,691 2023 $ 443 2024 $ 4,526 2024 $ 387 2025 $ 4,382 2025 $ 322 2026 $ 3,914 2026 $ 236 Thereafter $ 23,332 Thereafter $ 49 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | Accrued expenses as of December 31, 2021 and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Salaries and related costs $ 23,569 $ 24,646 Credit balances due to patients and payors 6,649 5,756 Group health insurance claims 1,984 2,113 Closure costs 498 1,333 Federal taxes payable 2,716 9,885 MAAPP funds payable - 14,054 Contingent payment related to acquisition 1,000 - Settlement of a legal matter 2,750 - Other 6,539 1,959 Total $ 45,705 $ 59,746 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Credit Agreement and Notes Payable | Notes payable as of December 31, 2021, and 2020 consisted of the following (in thousands): December 31, 2021 December 31, 2020 Credit Agreement average effective interest rate of 2.1 $ 114,000 $ 16,000 Various notes payable with $ 830 3.25 4.75 4,417 5,495 $ 118,417 $ 21,495 Less current portion (830 ) (4,899 ) Long term portion $ 117,587 $ 16,596 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | For the years ended December 31, 2021 and 2020, the components of lease expense were as follows (in thousands): Year Ended December 31, 2021 2020 Operating lease cost $ 32,021 $ 30,710 Short-term lease cost 1,160 1,454 Variable lease cost 7,057 5,752 Total lease cost * $ 40,238 $ 37,916 * Sublease income was immaterial |
Supplemental Information Related to Leases | For the years ended December 31, 2021 and 2020, supplemental cash flow information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $ 33,192 $ 30,307 Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ 46,088 $ 32,710 |
Future Lease Payments for Operating Leases | The aggregate future lease payments for operating leases as of December 31, 2021 were as follows (in thousands): Fiscal Year Amount 2022 $ 32,945 2023 27,467 2024 20,876 2025 14,000 2026 8,492 2027 and therafter 7,055 Total lease payments $ 110,835 Less: imputed interest 6,175 Total operating lease liabilities $ 104,660 |
Average Lease Terms and Discount Rates | Average lease terms and discount rates were as follows: Year Ended December 31, 2021 2020 Weighted-average remaining lease term - Operating leases 4.17 Years 4.05 Weighted-average discount rate - Operating leases 2.77 % 3.1 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Components of Deferred Tax Assets and Liabilities Included in Consolidated Balance Sheets | Significant components of deferred tax assets and liabilities included in the consolidated balance sheets at December 31, 2021 and 2020 were as follows (in thousands): December 31, 2021 December 31, 2020 Deferred tax assets: Compensation $ 2,817 $ 1,865 Allowance for credit losses 573 396 Acquired net operating losses - 558 Lease obligations - including closed clinics 26,856 23,819 Deferred tax assets $ 30,246 $ 26,638 Deferred tax liabilities: Depreciation and amortization $ (19,607 ) $ (12,650 ) Operating lease right-of-use assets (24,637 ) (21,419 ) Other (387 ) (348 ) Deferred tax liabilities (44,631 ) (34,417 ) Net deferred tax liability $ (14,385 ) $ (7,779 ) |
Differences Between Federal Tax Rate and Company's Effective Tax Rate for Results of Continuing Operations | The differences between the federal tax rate and the Company’s effective tax rate for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 U. S. tax at statutory rate $ 11,782 21.0 % $ 10,125 21.0 % $ 11,274 21.0 % State income taxes, net of federal benefit 2,478 4.4 % 1,956 3.9 % 2,059 3.8 % Excess equity compensation deduction (246 ) -0.4 % (99 ) 0.0% % (871 ) -1.6 % Non-deductible expenses 1,258 2.2 % 1,040 2.1 % 1,185 2.2 % $ 15,272 27.2 % $ 13,022 27.0 % $ 13,647 25.4 % |
Significant Components of Provision for Income Taxes for Continuing Operations | Significant components of the provision for income taxes for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands): December 31, December 31, December 31, Current: Federal $ 7,477 $ 10,506 $ 6,523 State 2,107 2,774 2,473 Total current 9,584 13,280 8,996 Deferred: Federal 4,866 (38 ) 3,730 State 822 (220 ) 921 Total deferred 5,688 (258 ) 4,651 Total income tax provision $ 15,272 $ 13,022 $ 13,647 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information [Abstract] | |
Selected Financial Data for Reportable Segments | T he following table summarizes selected financial data for the Company’s reportable segments. Prior year results presented herein have been changed to conform to the current presentation Year Ended December 31, 2021 2020 2019 Net operating revenue: Physical therapy operations $ 451,122 $ 383,770 $ 444,507 Industrial injury prevention services 43,900 39,199 37,462 Total Company $ 495,022 $ 422,969 $ 481,969 Gross profit: Physical therapy operations (excluding closure costs) (a non-GAAP measure) $ 106,518 $ 88,295 $ 104,120 Industrial injury prevention services 10,694 10,086 8,379 $ 117,212 $ 98,381 $ 112,499 Physical therapy operations - closure costs 30 3,931 25 Gross profit $ 117,182 $ 94,450 $ 112,474 Total Assets: Physical therapy operations $ 587,801 $ 499,911 $ 518,027 Industrial injury prevention services 161,625 94,450 112,474 Total Company $ 749,426 $ 594,361 $ 630,501 |
Equity Based Plans (Tables)
Equity Based Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Based Plans [Abstract] | |
Cumulative Summary of Equity Plans | A cumulative summary of equity plans as of December 31, 2021 follows: Authorized Restricted Outstanding Stock Options Stock Options Shares Available Equity Plans Amended 1999 Plan 600,000 416,402 - 139,791 - 7,775 Amended 2003 Plan 2,100,000 1,166,855 - 778,300 - 164,882 2,700,000 1,583,257 - 918,091 - 172,657 |
Restricted Stock Granted and Cancelled | During 2021, 2020 and 2019, the Company granted the following shares of restricted stock to directors, officers and employees pursuant to its equity plans as follows: Year Granted Number of Shares Weighted Average Fair 2021 60,317 $ 131.29 2020 86,982 $ 104.69 2019 91,682 $ 104.85 During 2021, 2020 and 2019, the following shares were cancelled due to employee terminations prior to restrictions lapsing: Year Cancelled Number of Shares Weighted Average Fair 2021 439 $ 113.80 2020 10,037 $ 102.52 2019 1,578 $ 87.88 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computations of Basic and Diluted Earnings Per Share | The computations of basic and diluted earnings per share for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands, except per share data): Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Computation of earnings per share - USPH shareholders: Net income attributable to USPH shareholders $ 40,831 $ 35,194 $ 40,039 (Charges) credit to retained earnings: Revaluation of redeemable non-controlling interest (13,011 ) (4,632 ) (11,893 ) Tax effect at statutory rate (federal and state) of 25.55 26.25 3,324 1,216 3,121 $ 31,144 $ 31,778 $ 31,267 Earnings per share (basic and diluted) $ 2.41 $ 2.48 $ 2.45 Shares used in computation: Basic and diluted earnings per share - weighted-average shares 12,898 12,835 12,756 |
Organization, Nature of Opera_3
Organization, Nature of Operations and Basis of Presentation - Acquisition (Details) | Dec. 31, 2021Clinic | Jun. 30, 2021Clinic | Mar. 31, 2021Clinic | Nov. 30, 2020Clinic | Sep. 30, 2020Contract | Feb. 27, 2020PartnershipClinic | Sep. 30, 2019Clinic | Aug. 31, 2018Clinic | Dec. 31, 2021ClinicSegmentPartnership | Dec. 31, 2020ClinicPartnership | Dec. 31, 2019Partnership | Nov. 30, 2021 | |
Business Combination, Description [Abstract] | |||||||||||||
Number of reportable segments | Segment | 2 | ||||||||||||
Number of clinics | 5 | 3 | |||||||||||
Number of partnerships | Partnership | 5 | 5 | 4 | ||||||||||
Multi-Clinic Practices [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Number of clinics | 7 | ||||||||||||
IIPS [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 70.00% | ||||||||||||
Number of clinics | 3 | ||||||||||||
Remaining contract term | 5 years | ||||||||||||
December 2021 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Dec. 31, 2021 | ||||||||||||
Percentage of interest acquired | 75.00% | 75.00% | |||||||||||
Number of clinics | 3 | ||||||||||||
November 2021 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Nov. 30, 2021 | ||||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||||
Number of clinics | [1] | ||||||||||||
September 2021 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Sep. 30, 2021 | ||||||||||||
Percentage of interest acquired | 100.00% | 100.00% | |||||||||||
Number of clinics | [1] | ||||||||||||
June 2021 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Jun. 30, 2021 | ||||||||||||
Percentage of interest acquired | 65.00% | 65.00% | |||||||||||
Number of clinics | 8 | ||||||||||||
March 2021 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Mar. 31, 2021 | ||||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||||
Number of clinics | 6 | ||||||||||||
November 2020 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Nov. 30, 2020 | ||||||||||||
Percentage of interest acquired | 75.00% | 75.00% | |||||||||||
Number of clinics | 3 | ||||||||||||
September 2020 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Sep. 30, 2020 | ||||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||||
Number of clinics | [2],[3] | ||||||||||||
February 2020 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Feb. 27, 2020 | ||||||||||||
Percentage of interest acquired | [4] | 65.00% | 65.00% | ||||||||||
Number of clinics | 4 | ||||||||||||
September 2019 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Sep. 30, 2019 | ||||||||||||
Percentage of interest acquired | 67.00% | 67.00% | 67.00% | ||||||||||
Number of clinics | 11 | 11 | |||||||||||
April 2019 Acquisition [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Acquisition date | Apr. 11, 2019 | ||||||||||||
Percentage of interest acquired | 100.00% | 100.00% | 100.00% | ||||||||||
Number of clinics | [1] | ||||||||||||
Management Contracts [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 70.00% | ||||||||||||
Number of management contracts | Contract | 6 | ||||||||||||
Remaining contract term | 5 years | ||||||||||||
Clinic Practice [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 75.00% | 65.00% | 70.00% | 75.00% | 65.00% | 75.00% | |||||||
Number of clinics | 3 | 8 | 5 | 3 | 4 | ||||||||
Number of partnerships | Partnership | 4 | ||||||||||||
Clinic Practice [Member] | Minimum [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 5.00% | 10.00% | 5.00% | 20.00% | 1.00% | ||||||||
Clinic Practice [Member] | Maximum [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 35.00% | 83.80% | 35.00% | 35.00% | 20.00% | ||||||||
[1] | Industrial injury prevention business | ||||||||||||
[2] | The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years. | ||||||||||||
[3] | The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years. | ||||||||||||
[4] | The four clinics are in four separate partnerships. The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. |
Organization, Nature of Opera_4
Organization, Nature of Operations and Basis of Presentation - Summary (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)LocationClinic | Dec. 31, 2020USD ($)ClinicInstallment | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($) | Apr. 30, 2020USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net [Abstract] | |||||
Percentage of general partnership interest owned | 1.00% | ||||
Number of businesses acquired | Clinic | 5 | 3 | |||
Number of closed clinics sold | Clinic | 2 | 14 | |||
Aggregate sale price of clinics | $ 100 | $ 1,100 | |||
Cash received related to sale of closed clinics | 700 | ||||
Note receivable related to sale of closed clinics | $ 400 | ||||
Number of installments for note receivable | Installment | 2 | ||||
Relief funds | 4,597 | $ 13,501 | $ 0 | ||
Medicare Accelerated and Advance Payments Program [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net [Abstract] | |||||
Advance payment received | $ 14,100 | ||||
Repayment of funds | $ 14,100 | ||||
Public Health and Social Services Emergency Fund [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net [Abstract] | |||||
Grants and other funds | 100,000,000 | ||||
Relief funds | $ 4,600 | $ 13,500 | |||
Minimum [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net [Abstract] | |||||
Percentage of limited partnership interest owned | 10.00% | ||||
Number of operating clinic locations | Location | 1 | ||||
Maximum [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net [Abstract] | |||||
Percentage of limited partnership interest owned | 99.00% |
Significant Accounting Polici_4
Significant Accounting Policies, Long-Lived Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Equipment [Member] | Minimum [Member] | |
Long-Lived Assets [Abstract] | |
Estimated useful lives | 3 years |
Furniture and Equipment [Member] | Maximum [Member] | |
Long-Lived Assets [Abstract] | |
Estimated useful lives | 8 years |
Software [Member] | Minimum [Member] | |
Long-Lived Assets [Abstract] | |
Estimated useful lives | 3 years |
Software [Member] | Maximum [Member] | |
Long-Lived Assets [Abstract] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Long-Lived Assets [Abstract] | |
Estimated useful lives | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Long-Lived Assets [Abstract] | |
Estimated useful lives | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies, Goodwill (Details) | 12 Months Ended | ||
Dec. 31, 2021RegionSegment | Dec. 31, 2020Region | Dec. 31, 2019Region | |
Goodwill [Abstract] | |||
Number of business segments | Segment | 2 | ||
Number of regions | Region | 6 | 6 | 6 |
Significant Accounting Polici_6
Significant Accounting Policies, Redeemable Non-Controlling Interest (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Redeemable Non-Controlling Interest [Abstract] | |
Redeemable non-controlling interest, redemption rights, commencement period | 3 years |
Maximum [Member] | |
Redeemable Non-Controlling Interest [Abstract] | |
Redeemable non-controlling interest, redemption rights, commencement period | 5 years |
Significant Accounting Polici_7
Significant Accounting Policies, Revenue Recognition (Details) - USD ($) | Apr. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2024 | Dec. 31, 2023 | Nov. 02, 2021 | Feb. 09, 2018 | Nov. 02, 2015 | Apr. 01, 2013 |
Revenue Recognition [Abstract] | |||||||||||
Revenue related to the various categories | $ 495,022,000 | $ 422,969,000 | $ 481,969,000 | ||||||||
Medicare Reimbursement [Abstract] | |||||||||||
Estimated percentage of decrease in payment | 3.50% | ||||||||||
Expected reduction in Medicare spending percentage | 2.00% | 2.00% | 2.00% | 2.00% | |||||||
Federal debt ceiling in connection with deficit reductions | 10 years | ||||||||||
Reductions in federal spending | $ 1,200,000,000,000 | ||||||||||
Medicare spending cut percentage | 2.00% | ||||||||||
Percentage of payment reduction waived through enacted legislation | 2.00% | ||||||||||
Period of extension | 3 months | ||||||||||
Percentage of payment reduction waived through enacted legislation, after March 31, 2022 through June 30, 2022 | 1.00% | ||||||||||
Percentage of increase in payment adjustment for therapists participating in MIPS | 1.00% | ||||||||||
Combined physical therapy/speech language pathology expenses | $ 3,700 | ||||||||||
Reduction in combined physical therapy/speech language pathology expenses | $ 3,000 | ||||||||||
Percentage of practice expense component | 100.00% | ||||||||||
Percentage reduction for service | 50.00% | ||||||||||
Percentage of payment for outpatient therapy services | 85.00% | ||||||||||
Net patient revenue from Medicare accounts | $ 134,400,000 | 101,600,000 | |||||||||
CMS [Member] | |||||||||||
Medicare Reimbursement [Abstract] | |||||||||||
Estimated percentage of decrease in payment | 9.00% | ||||||||||
Expected reduction in Medicare spending percentage | 3.75% | ||||||||||
Minimum [Member] | |||||||||||
Medicare Reimbursement [Abstract] | |||||||||||
Percentage of therapist providers participating in MIPS | 3.00% | ||||||||||
Forecast [Member] | |||||||||||
Medicare Reimbursement [Abstract] | |||||||||||
Estimated percentage of decrease in payment | 15.00% | ||||||||||
Expected reduction in Medicare spending percentage | 0.75% | 3.00% | 3.00% | ||||||||
Year 2017 through 2019 [Member] | |||||||||||
Medicare Reimbursement [Abstract] | |||||||||||
Percentage of increase in Medicare payment rates | 0.50% | ||||||||||
From 2020 through 2025 [Member] | |||||||||||
Medicare Reimbursement [Abstract] | |||||||||||
Percentage of increase in Medicare payment rates | 0.00% | ||||||||||
Net Patient Revenue [Member] | |||||||||||
Revenue Recognition [Abstract] | |||||||||||
Revenue related to the various categories | $ 438,330,000 | 373,340,000 | 433,345,000 | ||||||||
Other Patient Revenue [Member] | |||||||||||
Revenue Recognition [Abstract] | |||||||||||
Revenue related to the various categories | 2,939,000 | 2,020,000 | 2,486,000 | ||||||||
Physical Therapy Operations [Member] | |||||||||||
Revenue Recognition [Abstract] | |||||||||||
Revenue related to the various categories | 441,269,000 | 375,360,000 | 435,831,000 | ||||||||
Physical Therapy Management Contracts [Member] | |||||||||||
Revenue Recognition [Abstract] | |||||||||||
Revenue related to the various categories | 9,853,000 | 8,410,000 | 8,676,000 | ||||||||
Industrial Injury Prevention Services [Member] | |||||||||||
Revenue Recognition [Abstract] | |||||||||||
Revenue related to the various categories | $ 43,900,000 | $ 39,199,000 | $ 37,462,000 |
Significant Accounting Polici_8
Significant Accounting Policies, Contractual Allowances (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Contractual Allowances [Abstract] | |
Difference between net revenues and corresponding cash collections, approximately of net revenues | 1.00% |
Difference between actual aggregate contractual reserve and estimated contractual allowance reserve percentage | 1.00% |
Maximum contractual allowance reserve estimate | 1.00% |
Maximum [Member] | |
Contractual Allowances [Abstract] | |
Difference between net revenues and corresponding cash collections, approximately of net revenues | 1.50% |
Difference between actual aggregate contractual reserve and estimated contractual allowance reserve percentage | 1.50% |
Maximum contractual allowance reserve estimate | 1.50% |
Significant Accounting Polici_9
Significant Accounting Policies, Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||
Accrued interest and penalties associated with any unrecognized tax benefits | $ 0 | $ 0 | $ 0 |
Interest expense recognized | $ 0 | $ 0 | $ 0 |
Significant Accounting Polic_10
Significant Accounting Policies, Fair Value of Financial Instruments (Details) | Dec. 31, 2021 |
Volatility [Member] | |
Fair Values of Financial Instruments [Abstract] | |
Debt instrument, measurement input | 0.25 |
Discount Rate [Member] | |
Fair Values of Financial Instruments [Abstract] | |
Debt instrument, measurement input | 0.0896 |
Significant Accounting Polic_11
Significant Accounting Policies, Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of business segments | 2 |
Significant Accounting Polic_12
Significant Accounting Policies, Restricted Stock (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Employees [Member] | |
Restricted Stock [Abstract] | |
Period in which restrictions lapse on stock granted | 4 years |
Directors [Member] | |
Restricted Stock [Abstract] | |
Period in which restrictions lapse on stock granted | 1 year |
Officers [Member] | |
Restricted Stock [Abstract] | |
Period in which restrictions lapse on stock granted | 4 years |
Acquisitions of Businesses, Acq
Acquisitions of Businesses, Acquired Majority Interest (Details) | Dec. 31, 2021Clinic | Jun. 30, 2021Clinic | Mar. 31, 2021Clinic | Nov. 30, 2020Clinic | Feb. 27, 2020PartnershipClinic | Sep. 30, 2019Clinic | Aug. 31, 2018Clinic | Dec. 31, 2021ClinicContractPartnership | Dec. 31, 2020ClinicPartnership | Dec. 31, 2019Partnership | |
Business Combination, Description [Abstract] | |||||||||||
Number of clinics | 5 | 3 | |||||||||
Number of partnerships in which interest acquired | Partnership | 5 | 5 | 4 | ||||||||
December 2021 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Dec. 31, 2021 | ||||||||||
Percentage of interest acquired | 75.00% | 75.00% | |||||||||
Number of clinics | 3 | ||||||||||
November 2021 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Nov. 30, 2021 | ||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||
Number of clinics | [1] | ||||||||||
September 2021 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Sep. 30, 2021 | ||||||||||
Percentage of interest acquired | 100.00% | 100.00% | |||||||||
Number of clinics | [1] | ||||||||||
June 2021 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Jun. 30, 2021 | ||||||||||
Percentage of interest acquired | 65.00% | 65.00% | |||||||||
Number of clinics | 8 | ||||||||||
March 2021 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Mar. 31, 2021 | ||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||
Number of clinics | 6 | ||||||||||
November 2020 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Nov. 30, 2020 | ||||||||||
Percentage of interest acquired | 75.00% | 75.00% | |||||||||
Number of clinics | 3 | ||||||||||
September 2020 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Sep. 30, 2020 | ||||||||||
Percentage of interest acquired | 70.00% | 70.00% | |||||||||
Number of clinics | [2],[3] | ||||||||||
February 2020 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Feb. 27, 2020 | ||||||||||
Percentage of interest acquired | [4] | 65.00% | 65.00% | ||||||||
Number of clinics | 4 | ||||||||||
September 2019 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Sep. 30, 2019 | ||||||||||
Percentage of interest acquired | 67.00% | 67.00% | 67.00% | ||||||||
Number of clinics | 11 | 11 | |||||||||
April 2019 Acquisition [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Acquisition date | Apr. 11, 2019 | ||||||||||
Percentage of interest acquired | 100.00% | 100.00% | 100.00% | ||||||||
Number of clinics | [1] | ||||||||||
Management and Services Contracts [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Number of management contracts | Contract | 6 | ||||||||||
Remaining contract term | 5 years | ||||||||||
Clinic Practice [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Percentage of interest acquired | 75.00% | 65.00% | 70.00% | 75.00% | 65.00% | 75.00% | |||||
Number of clinics | 3 | 8 | 5 | 3 | 4 | ||||||
Number of partnerships in which interest acquired | Partnership | 4 | ||||||||||
Clinic Practice [Member] | Minimum [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Percentage of interest acquired | 5.00% | 10.00% | 5.00% | 20.00% | 1.00% | ||||||
Clinic Practice [Member] | Maximum [Member] | |||||||||||
Business Combination, Description [Abstract] | |||||||||||
Percentage of interest acquired | 35.00% | 83.80% | 35.00% | 35.00% | 20.00% | ||||||
[1] | Industrial injury prevention business | ||||||||||
[2] | The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years. | ||||||||||
[3] | The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years. | ||||||||||
[4] | The four clinics are in four separate partnerships. The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. |
Acquisitions of Businesses, 202
Acquisitions of Businesses, 2021 Acquisition (Details) $ in Thousands | Dec. 31, 2021USD ($)Clinic | Nov. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Jun. 30, 2021USD ($)Clinic | Mar. 31, 2021USD ($)Clinic | Nov. 30, 2020USD ($)Clinic | Feb. 27, 2020USD ($)Clinic | Dec. 31, 2021USD ($)Clinic | Dec. 31, 2020Clinic | Apr. 11, 2019USD ($) | [1] | ||
Business Combination, Description [Abstract] | |||||||||||||
Number of clinics | Clinic | 5 | 3 | |||||||||||
Previous Owners [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of retained interest by previous owners | 35.00% | 30.00% | 25.00% | ||||||||||
IIPS [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 70.00% | ||||||||||||
Number of clinics | Clinic | 3 | ||||||||||||
Aggregate purchase price for the acquisition | $ 63,200 | ||||||||||||
Contingent payment consideration | $ 2,520 | [1] | 2,000 | $ 2,520 | [1] | ||||||||
Cash paid for acquisition | 60,700 | ||||||||||||
Notes payable | $ 1,250 | [1] | $ 1,000 | $ 1,250 | [1] | $ 4,000 | |||||||
Percentage of interest accrued | 3.25% | ||||||||||||
Remaining contract term | 5 years | ||||||||||||
Ownership rights | $ 3,500 | $ 3,522 | [1] | ||||||||||
Return-to-work and Ergonomic Services [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Aggregate purchase price for the acquisition | $ 2,700 | ||||||||||||
Contingent payment consideration | 600 | ||||||||||||
Aggregate purchase price for the acquisition including contingent consideration | 3,300 | ||||||||||||
Cash paid for acquisition | 2,400 | ||||||||||||
Notes payable | $ 300 | ||||||||||||
Percentage of interest accrued | 3.25% | ||||||||||||
Clinic Practice [Member] | |||||||||||||
Business Combination, Description [Abstract] | |||||||||||||
Percentage of interest acquired | 75.00% | 65.00% | 70.00% | 75.00% | 65.00% | 75.00% | |||||||
Number of clinics | Clinic | 3 | 8 | 5 | 3 | 4 | ||||||||
Percentage of interest retained by practice founder | 25.00% | 25.00% | |||||||||||
Aggregate purchase price for the acquisition | $ 3,700 | $ 10,300 | $ 12,000 | $ 8,900 | $ 11,900 | ||||||||
Contingent payment consideration | 800 | ||||||||||||
Cash paid for acquisition | 3,500 | 9,000 | 11,700 | 8,600 | 11,600 | ||||||||
Amount payable upon achievement of certain business criteria | 1,000 | ||||||||||||
Notes payable | $ 200 | $ 300 | $ 300 | $ 300 | $ 300 | $ 200 | |||||||
Percentage of interest accrued | 3.25% | 3.25% | 3.25% | 3.25% | 4.75% | 3.25% | |||||||
[1] | Industrial injury prevention services |
Acquisition of Business, 2021 P
Acquisition of Business, 2021 Preliminary Purchase Prices Allocation (Details) - USD ($) $ in Thousands | Nov. 30, 2021 | Sep. 30, 2019 | Apr. 11, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | $ 86,823 | $ 23,907 | $ 30,597 | ||||||
Physical Therapy Operations [Member] | |||||||||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | $ 12,170 | 23,630 | |||||||
Seller notes | 300 | 800 | |||||||
Contingent payments | 837 | ||||||||
Other payable | 1,000 | ||||||||
Total consideration | 12,470 | 26,267 | |||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||
Total current assets | 650 | 1,046 | |||||||
Total non-current assets | 394 | 6,462 | |||||||
Total liabilities | (191) | (6,832) | |||||||
Net tangible assets acquired | 853 | 676 | |||||||
Customer and referral relationships | 2,600 | 3,729 | |||||||
Non-compete agreements | 270 | 574 | |||||||
Tradenames | 740 | 1,755 | |||||||
Goodwill | 14,237 | 31,489 | |||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (6,230) | (11,956) | |||||||
Total consideration | $ 12,470 | 26,267 | |||||||
IIPS [Member] | |||||||||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | [1] | $ 18,428 | 63,193 | ||||||
Seller notes | $ 1,000 | 4,000 | [1] | 1,250 | [1] | ||||
Contingent payments | 2,000 | 2,520 | [1] | ||||||
Other payable | [1] | 0 | |||||||
Seller put right | $ 3,500 | 3,522 | [1] | ||||||
Total consideration | [1] | 22,913 | 70,485 | ||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||
Total current assets | [1] | 1,641 | 5,589 | ||||||
Total non-current assets | [1] | 848 | 12,620 | ||||||
Total liabilities | [1] | (2,978) | (4,842) | ||||||
Net tangible assets acquired | [1] | (489) | 13,367 | ||||||
Customer and referral relationships | [1] | 3,400 | 21,126 | ||||||
Non-compete agreements | [1] | 250 | 500 | ||||||
Tradenames | [1] | 1,300 | 5,141 | ||||||
Goodwill | [1] | 18,452 | 58,257 | ||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | [1] | 0 | (27,906) | ||||||
Total consideration | [1] | $ 22,913 | 70,485 | ||||||
Acquisitions [Member] | |||||||||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | 86,823 | 23,912 | 30,598 | ||||||
Seller notes | 2,050 | 1,121 | 4,300 | ||||||
Contingent payments | 3,357 | ||||||||
Other payable | 1,000 | ||||||||
Seller put right | 3,522 | ||||||||
Total consideration | 96,752 | 25,033 | 35,383 | ||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||
Total current assets | 6,635 | 1,049 | 2,291 | ||||||
Total non-current assets | 19,082 | 196 | 1,242 | ||||||
Total liabilities | (11,674) | (562) | (3,169) | ||||||
Net tangible assets acquired | 14,043 | 683 | 364 | ||||||
Customer and referral relationships | 24,855 | 5,520 | 6,000 | ||||||
Non-compete agreements | 1,074 | 500 | 520 | ||||||
Tradenames | 6,896 | 1,890 | 2,040 | ||||||
Goodwill | 89,746 | 27,738 | 32,689 | ||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (39,862) | (11,298) | (6,230) | ||||||
Total consideration | $ 96,752 | $ 25,033 | $ 35,383 | ||||||
[1] | Industrial injury prevention services |
Acquisitions of Businesses, 2_2
Acquisitions of Businesses, 2020 Acquisition (Details) | Dec. 31, 2021USD ($)Clinic | Jun. 30, 2021USD ($)Clinic | Mar. 31, 2021USD ($)Clinic | Nov. 30, 2020USD ($)ClinicInstallment | Sep. 30, 2020USD ($)Contract | Feb. 27, 2020USD ($)PartnershipClinic | Dec. 31, 2021USD ($)ClinicPartnership | Dec. 31, 2020ClinicPartnership | Dec. 31, 2019Partnership | Sep. 30, 2021USD ($) |
Business Combination, Description [Abstract] | ||||||||||
Number of clinics | Clinic | 5 | 3 | ||||||||
Number of partnerships in which interest acquired | Partnership | 5 | 5 | 4 | |||||||
Previous Owners [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Percentage of retained interest by previous owners | 35.00% | 30.00% | 25.00% | |||||||
Management Contracts [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Percentage of interest acquired | 70.00% | |||||||||
Number of management contracts | Contract | 6 | |||||||||
Aggregate purchase price for the acquisition | $ 4,200,000 | |||||||||
Cash paid for acquisition | 3,700,000 | |||||||||
Notes payable | $ 500,000 | |||||||||
Management Contracts [Member] | Notes Payable One [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Notes payable | $ 300,000 | |||||||||
Management Contracts [Member] | Notes Payable Two [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Notes payable | $ 200,000 | |||||||||
Clinic Practice [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Percentage of interest acquired | 75.00% | 65.00% | 70.00% | 75.00% | 65.00% | 75.00% | ||||
Number of clinics | Clinic | 3 | 8 | 5 | 3 | 4 | |||||
Number of partnerships in which interest acquired | Partnership | 4 | |||||||||
Aggregate purchase price for the acquisition | $ 3,700,000 | $ 10,300,000 | $ 12,000,000 | $ 8,900,000 | $ 11,900,000 | |||||
Cash paid for acquisition | 3,500,000 | 9,000,000 | 11,700,000 | $ 8,600,000 | 11,600,000 | |||||
Number of installments | Installment | 2 | |||||||||
Principal installments | $ 162,500 | |||||||||
Notes payable | $ 200,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 300,000 | $ 200,000 | ||||
Percentage of interest accrued | 3.25% | 3.25% | 3.25% | 3.25% | 4.75% | 3.25% | ||||
Clinic Practice [Member] | Minimum [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Percentage of interest acquired | 5.00% | 10.00% | 5.00% | 20.00% | 1.00% | |||||
Clinic Practice [Member] | Maximum [Member] | ||||||||||
Business Combination, Description [Abstract] | ||||||||||
Percentage of interest acquired | 35.00% | 83.80% | 35.00% | 35.00% | 20.00% |
Acquisition of Business, 2020 P
Acquisition of Business, 2020 Preliminary Purchase Prices Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination, Description [Abstract] | |||
Cash paid, net of cash acquired | $ 86,823 | $ 23,907 | $ 30,597 |
Acquisitions [Member] | |||
Business Combination, Description [Abstract] | |||
Cash paid, net of cash acquired | 86,823 | 23,912 | 30,598 |
Seller notes | 2,050 | 1,121 | 4,300 |
Total consideration | 96,752 | 25,033 | 35,383 |
Estimated fair value of net tangible assets acquired [Abstract] | |||
Total current assets | 6,635 | 1,049 | 2,291 |
Total non-current assets | 19,082 | 196 | 1,242 |
Total liabilities | (11,674) | (562) | (3,169) |
Net tangible assets acquired | 14,043 | 683 | 364 |
Referral relationships | 24,855 | 5,520 | 6,000 |
Non-compete | 1,074 | 500 | 520 |
Tradename | 6,896 | 1,890 | 2,040 |
Goodwill | 89,746 | 27,738 | 32,689 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (39,862) | (11,298) | (6,230) |
Total consideration | $ 96,752 | $ 25,033 | $ 35,383 |
Acquisitions of Businesses, 201
Acquisitions of Businesses, 2019 Acquisition (Details) $ in Thousands | Sep. 30, 2019USD ($)ClinicInstallment | Apr. 11, 2019USD ($)StateLocation | Dec. 31, 2021USD ($)Clinic | Dec. 31, 2020USD ($)Clinic | Dec. 31, 2019USD ($) |
Business Combination, Description [Abstract] | |||||
Number of clinics | Clinic | 5 | 3 | |||
Cash paid, net of cash acquired | $ 86,823 | $ 23,907 | $ 30,597 | ||
September 2019 Acquisition [Member] | |||||
Business Combination, Description [Abstract] | |||||
Percentage of interest acquired | 67.00% | 67.00% | |||
Number of clinics | Clinic | 11 | 11 | |||
Cash paid, net of cash acquired | $ 12,300 | ||||
Aggregate purchase price for the acquisition | 12,400 | ||||
Cash acquired | 200 | ||||
Cash paid for acquisition | 12,600 | ||||
Seller notes | $ 300 | ||||
Number of installments | Installment | 2 | ||||
Percentage of interest accrued | 5.00% | ||||
September 2019 Acquisition [Member] | September 2020 [Member] | |||||
Business Combination, Description [Abstract] | |||||
Cash paid for acquisition | $ 150 | ||||
September 2019 Acquisition [Member] | September 2021 [Member] | |||||
Business Combination, Description [Abstract] | |||||
Cash paid for acquisition | $ 150 | ||||
April 2019 Acquisition [Member] | |||||
Business Combination, Description [Abstract] | |||||
Number of states of network services | State | 45 | ||||
Number of onsite client locations | Location | 11 | ||||
Percentage of interest acquired | 76.00% | ||||
Cash paid, net of cash acquired | $ 18,900 | ||||
Aggregate purchase price for the acquisition | 23,600 | ||||
Cash acquired | 700 | ||||
Cash paid for acquisition | 22,900 | ||||
Payable to shareholders of seller | 500 | ||||
Seller notes | $ 4,000 | ||||
Percentage of interest accrued | 5.50% |
Acquisition of Business, 2019 P
Acquisition of Business, 2019 Preliminary Purchase Prices Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Apr. 11, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2021 | |||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | $ 86,823 | $ 23,907 | $ 30,597 | ||||||
Physical Therapy Operations [Member] | |||||||||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | $ 12,170 | 23,630 | |||||||
Payable to shareholders of seller | 0 | ||||||||
Seller notes | 300 | 800 | |||||||
Total consideration | 12,470 | 26,267 | |||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||
Total current assets | 650 | 1,046 | |||||||
Total non-current assets | 394 | 6,462 | |||||||
Total liabilities | (191) | (6,832) | |||||||
Net tangible assets acquired | 853 | 676 | |||||||
Referral relationships | 2,600 | 3,729 | |||||||
Non-compete | 270 | 574 | |||||||
Tradename | 740 | 1,755 | |||||||
Goodwill | 14,237 | 31,489 | |||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (6,230) | (11,956) | |||||||
Total consideration | $ 12,470 | 26,267 | |||||||
IIPS [Member] | |||||||||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | [1] | $ 18,428 | 63,193 | ||||||
Payable to shareholders of seller | [1] | 485 | |||||||
Seller notes | 4,000 | [1] | 1,250 | [1] | $ 1,000 | ||||
Total consideration | [1] | 22,913 | 70,485 | ||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||
Total current assets | [1] | 1,641 | 5,589 | ||||||
Total non-current assets | [1] | 848 | 12,620 | ||||||
Total liabilities | [1] | (2,978) | (4,842) | ||||||
Net tangible assets acquired | [1] | (489) | 13,367 | ||||||
Referral relationships | [1] | 3,400 | 21,126 | ||||||
Non-compete | [1] | 250 | 500 | ||||||
Tradename | [1] | 1,300 | 5,141 | ||||||
Goodwill | [1] | 18,452 | 58,257 | ||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | [1] | 0 | (27,906) | ||||||
Total consideration | [1] | $ 22,913 | 70,485 | ||||||
Acquisitions [Member] | |||||||||
Business Combination, Description [Abstract] | |||||||||
Cash paid, net of cash acquired | 86,823 | 23,912 | 30,598 | ||||||
Payable to shareholders of seller | 485 | ||||||||
Seller notes | 2,050 | 1,121 | 4,300 | ||||||
Total consideration | 96,752 | 25,033 | 35,383 | ||||||
Estimated fair value of net tangible assets acquired [Abstract] | |||||||||
Total current assets | 6,635 | 1,049 | 2,291 | ||||||
Total non-current assets | 19,082 | 196 | 1,242 | ||||||
Total liabilities | (11,674) | (562) | (3,169) | ||||||
Net tangible assets acquired | 14,043 | 683 | 364 | ||||||
Referral relationships | 24,855 | 5,520 | 6,000 | ||||||
Non-compete | 1,074 | 500 | 520 | ||||||
Tradename | 6,896 | 1,890 | 2,040 | ||||||
Goodwill | 89,746 | 27,738 | 32,689 | ||||||
Fair value of non-controlling interest (classified as redeemable non-controlling interest) | (39,862) | (11,298) | (6,230) | ||||||
Total consideration | $ 96,752 | $ 25,033 | 35,383 | ||||||
Net of cash acquired | $ 890 | ||||||||
[1] | Industrial injury prevention services |
Acquisition of Business, Weight
Acquisition of Business, Weighted Average Amortization Period (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Customer and Referral Relationship [Member] | |||
Business Combination, Description [Abstract] | |||
Estimated useful lives of acquired intangibles | 13 years 9 months 18 days | ||
Referral Relationships [Member] | |||
Business Combination, Description [Abstract] | |||
Estimated useful lives of acquired intangibles | 10 years 6 months 14 days | 10 years 1 month 6 days | |
Non-compete Agreements [Member] | |||
Business Combination, Description [Abstract] | |||
Estimated useful lives of acquired intangibles | 5 years 7 months 6 days | 6 years | 5 years 1 month 28 days |
Acquisitions and Sale of Non-_2
Acquisitions and Sale of Non-Controlling Interests (Details) | Feb. 27, 2020Partnership | Dec. 31, 2021USD ($)ClinicPartnership | Dec. 31, 2020USD ($)PartnershipClinicInstallment | Dec. 31, 2019USD ($)Partnership | Jun. 30, 2021 | Mar. 31, 2021 | Nov. 30, 2020 |
Business Combination, Description [Abstract] | |||||||
Number of partnerships in which interest acquired | Partnership | 5 | 5 | 4 | ||||
Purchase price for additional non controlling interest | $ 1,300,000 | $ 300,000 | |||||
Cash proceeds from sale of non-controlling interest | $ 100,000 | $ 100,000 | |||||
Number of closed clinics sold | Clinic | 2 | 14 | |||||
Aggregate sale price of clinics | $ 100,000 | $ 1,100,000 | |||||
Cash received related to sale of closed clinics | 700,000 | ||||||
Note receivable related to sale of closed clinics | $ 400,000 | ||||||
Number of installments for note receivable | Installment | 2 | ||||||
Sale of non-controlling interest percentage in partnership one | 1.00% | ||||||
Tax effect on sale price | $ 196,000 | ||||||
Clinic Practice [Member] | |||||||
Business Combination, Description [Abstract] | |||||||
Number of partnerships in which interest acquired | Partnership | 4 | ||||||
Percentage of interest acquired | 65.00% | 75.00% | 65.00% | 70.00% | 75.00% | ||
Clinic Practice [Member] | Minimum [Member] | |||||||
Business Combination, Description [Abstract] | |||||||
Percentage of interest acquired | 10.00% | 5.00% | 20.00% | 1.00% | |||
Clinic Practice [Member] | Maximum [Member] | |||||||
Business Combination, Description [Abstract] | |||||||
Percentage of interest acquired | 83.80% | 35.00% | 35.00% | 20.00% |
Redeemable Non-Controlling In_3
Redeemable Non-Controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes in Carrying Amount (Fair Value) of Redeemable Non-Controlling Interests [Roll Forward] | |||
Beginning balance | $ 132,340 | ||
Operating results allocated to redeemable non-controlling interest partners | 11,358 | $ 11,175 | $ 10,659 |
Ending balance | 155,262 | 132,340 | |
Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest [Abstract] | |||
Fair value | 155,262 | 132,340 | |
Redeemable Non-Controlling Interest [Member] | |||
Changes in Carrying Amount (Fair Value) of Redeemable Non-Controlling Interests [Roll Forward] | |||
Beginning balance | 132,340 | 137,750 | 133,943 |
Operating results allocated to redeemable non-controlling interest partners | 11,358 | 11,175 | 10,659 |
Distributions to redeemable non-controlling interest partners | (11,359) | (12,403) | (10,221) |
Changes in the fair value of redeemable non-controlling interest | 13,011 | 4,632 | 11,893 |
Purchases of redeemable non-controlling interest | (30,204) | (20,521) | (8,934) |
Acquired interest | 39,862 | 11,297 | 6,230 |
Reduction of non-controlling interest due to sale of USPH partnership interest | 0 | (6,132) | |
Sales of redeemable non-controlling interest - temporary equity | 982 | 1,133 | 3,120 |
Notes receivable related to sales of redeemable non-controlling interest - temporary equity | (914) | (1,006) | (2,870) |
Adjustments in notes receivable related to the sales of redeemable non-controlling interest - temporary equity | 186 | 283 | 0 |
Other | 0 | 0 | 62 |
Ending balance | 155,262 | 132,340 | 137,750 |
Carrying Amount (Fair Value) of Redeemable Non-Controlling Interest [Abstract] | |||
Contractual time period has lapsed but holder's employment has not terminated | 80,781 | 62,390 | 51,921 |
Contractual time period has not lapsed and holder's employment has not terminated | 74,481 | 69,950 | 85,829 |
Holder's employment has terminated and contractual time period has expired | 0 | 0 | 0 |
Holder's employment has terminated and contractual time period has not expired | 0 | 0 | 0 |
Fair value | $ 155,262 | $ 132,340 | $ 137,750 |
Therapy Practice [Member] | Minimum [Member] | |||
Business Combination, Description [Abstract] | |||
Business acquisition, percentage of limited partnership acquired | 50.00% | ||
Therapy Practice [Member] | Maximum [Member] | |||
Business Combination, Description [Abstract] | |||
Business acquisition, percentage of limited partnership acquired | 90.00% | ||
Therapy Practice [Member] | NewCo. [Member] | |||
Business Combination, Description [Abstract] | |||
Percentage of equity interest of subsidiary contributed for acquisition | 100.00% | ||
Business acquisition, percentage of general partnership interest acquired | 100.00% | ||
Business acquisition, consideration payable, term of note | 2 years | ||
Employment agreement renewal term | 1 year | ||
Non-Compete agreement term under condition of termination of employment of employed selling shareholder | 2 years | ||
Therapy Practice [Member] | NewCo. [Member] | Minimum [Member] | |||
Business Combination, Description [Abstract] | |||
Employment agreement term | 3 years | ||
Non-Compete agreement term regardless of whether the selling shareholder is employed | 5 years | ||
Therapy Practice [Member] | NewCo. [Member] | Maximum [Member] | |||
Business Combination, Description [Abstract] | |||
Employment agreement term | 5 years | ||
Non-Compete agreement term regardless of whether the selling shareholder is employed | 6 years | ||
ProgressiveHealth [Member] | NewCo. [Member] | |||
Business Combination, Description [Abstract] | |||
Percentage of equity interest of subsidiary contributed for acquisition | 100.00% | ||
Non-Compete agreement term under condition of termination of employment of employed selling shareholder | 2 years | ||
Non-Compete agreement term regardless of whether the selling shareholder is employed | 7 years | ||
Percentage of right to sell equity interest on each of the 4th and 5th anniversaries | 30.00% | ||
Percentage of right to sell equity interest on each of the 6th and 7th anniversaries | 10.00% |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 345,646 | $ 317,676 | |
Goodwill acquired | 89,746 | 28,540 | |
Goodwill derecognition (write-off) related to closed clinics | 0 | (1,859) | $ 0 |
Goodwill adjustments for purchase price allocation of businesses acquired in prior year | (713) | 1,289 | |
Ending balance | $ 434,679 | $ 345,646 | $ 317,676 |
Intangible Assets, net - Intang
Intangible Assets, net - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | $ 86,382 | $ 56,280 |
Tradenames [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | $ 38,790 | 32,317 |
Estimated useful life | 6 years | |
Customer and Referral Relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | $ 45,643 | 22,119 |
Accumulated amortization | $ 17,762 | 14,522 |
Customer and Referral Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 6 years | |
Customer and Referral Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 16 years | |
Non-compete Agreements [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Total | $ 1,949 | 1,844 |
Accumulated amortization | $ 6,450 | $ 5,993 |
Non-compete Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 5 years | |
Non-compete Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Estimated useful life | 6 years |
Intangible Assets, net - Amorti
Intangible Assets, net - Amortization Expenses (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Operation | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Amortization of Deferred Charges [Abstract] | |||
Total amortization expenses | $ 3,698 | $ 3,414 | $ 3,015 |
Customer and Referral Relationships [Member] | |||
Amortization of Deferred Charges [Abstract] | |||
Total amortization expenses | 3,240 | 2,845 | 2,307 |
Non-compete Agreements [Member] | |||
Amortization of Deferred Charges [Abstract] | |||
Total amortization expenses | $ 458 | $ 569 | $ 708 |
Tradenames [Member] | |||
Amortization of Deferred Charges [Abstract] | |||
Number of acquired operations | Operation | 1 | ||
Estimated useful life | 6 years |
Intangible Assets, net - Amor_2
Intangible Assets, net - Amortization of Referral Relationships and Non-Competition Agreements (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Customer and Referral Relationships [Member] | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
2022 | $ 4,798 |
2023 | 4,691 |
2024 | 4,526 |
2025 | 4,382 |
2026 | 3,914 |
Thereafter | 23,332 |
Non-compete Agreements [Member] | |
Finite-Lived Intangible Assets, Amortization Expense, Maturity [Abstract] | |
2022 | 512 |
2023 | 443 |
2024 | 387 |
2025 | 322 |
2026 | 236 |
Thereafter | $ 49 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Salaries and related costs | $ 23,569 | $ 24,646 |
Credit balances due to patients and payors | 6,649 | 5,756 |
Group health insurance claims | 1,984 | 2,113 |
Closure costs | 498 | 1,333 |
Federal taxes payable | 2,716 | 9,885 |
MAAPP Funds Payable | 0 | 14,054 |
Contingent payment related to acquisition | 1,000 | 0 |
Settlement of a legal matter | 2,750 | 0 |
Other | 6,539 | 1,959 |
Total | 45,705 | $ 59,746 |
Deferred employer payroll taxes - CARES ACT | 4,200 | |
Federal income tax receivable | $ 1,500 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instruments [Abstract] | ||
Payments/Long term debt | $ 118,417 | $ 21,495 |
Less current portion | (830) | (4,899) |
Long term portion | 117,587 | 16,596 |
Credit Facility [Member] | ||
Debt Instruments [Abstract] | ||
Payments/Long term debt | $ 114,000 | $ 16,000 |
Average effective interest rate | 2.10% | 2.10% |
3.25% through 4.75% Notes Payable due in Next Year [Member] | ||
Debt Instruments [Abstract] | ||
Payments/Long term debt | $ 4,417 | $ 5,495 |
Annual installments | $ 830 | |
3.25% through 4.75% Notes Payable due in Next Year [Member] | Minimum [Member] | ||
Debt Instruments [Abstract] | ||
Percentage of interest accrued | 3.25% | |
3.25% through 4.75% Notes Payable due in Next Year [Member] | Maximum [Member] | ||
Debt Instruments [Abstract] | ||
Percentage of interest accrued | 4.75% |
Notes Payable - Amended Credit
Notes Payable - Amended Credit Agreement (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | Dec. 05, 2013 | |
Debt Instruments [Abstract] | ||||
Percentage of unused commitment fee | 0.30% | |||
Notes Payable [Member] | ||||
Debt Instruments [Abstract] | ||||
Aggregate amount of notes payable | $ 4,400,000 | |||
Aggregate principal payment due in 2021 | 800,000 | |||
Aggregate principal payment due in 2022 | 3,600,000 | |||
Aggregate principal payment due in 2023 | $ 3,600,000 | |||
Minimum [Member] | ||||
Debt Instruments [Abstract] | ||||
Spread on Libor variable rate | 1.25% | |||
Spread on variable rate | 0.10% | |||
Minimum [Member] | Notes Payable [Member] | ||||
Debt Instruments [Abstract] | ||||
Average effective interest rate | 3.25% | |||
Maximum [Member] | ||||
Debt Instruments [Abstract] | ||||
Spread on Libor variable rate | 2.00% | |||
Spread on variable rate | 1.00% | |||
Maximum [Member] | Notes Payable [Member] | ||||
Debt Instruments [Abstract] | ||||
Average effective interest rate | 4.75% | |||
Credit Facility [Member] | ||||
Debt Instruments [Abstract] | ||||
Revolving credit facility commitment | $ 175,000,000 | $ 150,000,000 | $ 125,000,000 | |
Increase on limit of credit facility | 25,000,000 | |||
Remaining revolving credit outstanding | $ 61,000,000 | |||
Average effective interest rate | 2.10% | 2.10% | ||
Credit Agreement [Member] | Maximum [Member] | ||||
Debt Instruments [Abstract] | ||||
Cash and noncash consideration with respect to acquisition after amendment | $ 50,000,000 | |||
Cash dividends after amendment | $ 50,000,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Components of Lease Expense [Abstract] | |||
Operating lease cost | $ 32,021 | $ 30,710 | |
Short-term lease cost | 1,160 | 1,454 | |
Variable lease cost | 7,057 | 5,752 | |
Total lease cost | [1] | 40,238 | 37,916 |
Supplemental Information Related to Leases [Abstract] | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 33,192 | 30,307 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 46,088 | $ 32,710 | |
Future Lease Payments for Operating Leases [Abstract] | |||
2022 | 32,945 | ||
2023 | 27,467 | ||
2024 | 20,876 | ||
2025 | 14,000 | ||
2026 | 8,492 | ||
2027 and therafter | 7,055 | ||
Total lease payments | 110,835 | ||
Less: imputed interest | 6,175 | ||
Total operating lease liabilities | $ 104,660 | ||
Average Lease Terms and Discount Rates [Abstract] | |||
Weighted-average remaining lease term - Operating leases | 4 years 2 months 1 day | 4 years 18 days | |
Weighted-average discount rate - Operating leases | 2.77% | 3.10% | |
Maximum [Member] | |||
Operating Lease [Abstract] | |||
Lease term | 5 years | ||
[1] | Sublease income was immaterial |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities Included in Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets [Abstract] | ||
Compensation | $ 2,817 | $ 1,865 |
Allowance for credit losses | 573 | 396 |
Acquired net operating losses | 0 | 558 |
Lease obligations - including closed clinics | 26,856 | 23,819 |
Deferred tax assets | 30,246 | 26,638 |
Deferred tax liabilities [Abstract] | ||
Depreciation and amortization | (19,607) | (12,650) |
Operating lease right-of-use assets | (24,637) | (21,419) |
Other | (387) | (348) |
Deferred tax liabilities | (44,631) | (34,417) |
Net deferred tax liability | $ (14,385) | $ (7,779) |
Income Taxes - Summary (Details
Income Taxes - Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Abstract] | |||
Net deferred tax assets, related to revaluation and acquisition of redeemable non-controlling interests | $ 800 | ||
Adjustment to deferred tax assets | 3,000 | ||
Accrued interest and penalties associated with any unrecognized tax benefits | 0 | $ 0 | $ 0 |
Interest expense recognized | 0 | $ 0 | $ 0 |
Federal [Member] | |||
Income Tax Examination [Abstract] | |||
Tax payable included in accrued liabilities | $ 2,700 | ||
Periods open for examination | 2018 2019 2020 | ||
State [Member] | |||
Income Tax Examination [Abstract] | |||
Tax receivable included in other current assets | $ 600 | ||
Periods open for examination | 2017 2018 2019 2020 |
Income Taxes - Differences Betw
Income Taxes - Differences Between Federal Tax Rate and Company's Effective Tax Rate for Results of Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | |||
U.S. tax at statutory rate | $ 11,782 | $ 10,125 | $ 11,274 |
State income taxes, net of federal benefit | 2,478 | 1,956 | 2,059 |
Excess equity compensation deduction | (246) | (99) | (871) |
Non-deductible expenses | 1,258 | 1,040 | 1,185 |
Total income tax provision | $ 15,272 | $ 13,022 | $ 13,647 |
U.S. tax at statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal benefit and tax reform | 4.40% | 3.90% | 3.80% |
Excess equity compensation deduction | (0.40%) | 0.00% | (1.60%) |
Nondeductible expenses | 2.20% | 2.10% | 2.20% |
Total | 27.20% | 27.00% | 25.40% |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Provision for Income Taxes for Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current [Abstract] | |||
Federal | $ 7,477 | $ 10,506 | $ 6,523 |
State | 2,107 | 2,774 | 2,473 |
Total current | 9,584 | 13,280 | 8,996 |
Deferred [Abstract] | |||
Federal | 4,866 | (38) | 3,730 |
State | 822 | (220) | 921 |
Total deferred | 5,688 | (258) | 4,651 |
Total income tax provision | $ 15,272 | $ 13,022 | $ 13,647 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Information [Abstract] | |||
Net operating revenue | $ 495,022 | $ 422,969 | $ 481,969 |
Gross profit | 117,182 | 94,450 | 112,474 |
Closure costs | 30 | 2,072 | 25 |
Total assets | 749,426 | 594,361 | 630,501 |
Reportable Segments [Member] | |||
Segment Information [Abstract] | |||
Gross profit | 117,212 | 98,381 | 112,499 |
Reportable Segments [Member] | Physical Therapy Operations [Member] | |||
Segment Information [Abstract] | |||
Net operating revenue | 451,122 | 383,770 | 444,507 |
Closure costs | 30 | 3,931 | 25 |
Total assets | 587,801 | 499,911 | 518,027 |
Reportable Segments [Member] | Industrial Injury Prevention Services [Member] | |||
Segment Information [Abstract] | |||
Net operating revenue | 43,900 | 39,199 | 37,462 |
Gross profit | 10,694 | 10,086 | 8,379 |
Total assets | 161,625 | 94,450 | 112,474 |
Reportable Segments [Member] | Physical Therapy Operations (Less Closure Costs) (a non-GAAP measure) [Member] | |||
Segment Information [Abstract] | |||
Gross profit | $ 106,518 | $ 88,295 | $ 104,120 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Investments in Unconsolidated Affiliate [Abstract] | |||
Investment in unconsolidated affiliate | $ 12,215 | $ 0 | |
Earnings from investment in unconsolidated affiliate | $ 112 | $ 0 | $ 0 |
Joint Venture Interest [Member] | |||
Investments in Unconsolidated Affiliate [Abstract] | |||
Percentage of ownership in joint venture interest | 49.00% | ||
Investment in unconsolidated affiliate | $ 12,200 | ||
Fair value of investment in unconsolidated affiliate | 12,300 | ||
Earnings from investment in unconsolidated affiliate | 112 | ||
Distribution received from investment in unconsolidated affiliate | $ 153 |
Equity Based Plans - Amended an
Equity Based Plans - Amended and Restated Employee Stock Option Plans (Details) - shares | Dec. 31, 2021 | Mar. 17, 2016 | Mar. 16, 2016 |
Share-based Compensation [Abstract] | |||
Number of shares authorized (in shares) | 2,700,000 | ||
Number of common shares available for grant (in shares) | 172,657 | ||
Amended 2003 Plan [Member] | |||
Share-based Compensation [Abstract] | |||
Number of shares authorized (in shares) | 2,100,000 | 2,100,000 | 1,750,000 |
Number of common shares available for grant (in shares) | 164,882 | ||
Maximum [Member] | Non Qualified Stock Options [Member] | |||
Share-based Compensation [Abstract] | |||
Number of shares authorized (in shares) | 600,000 | ||
Maximum [Member] | Amended 2003 Plan [Member] | |||
Share-based Compensation [Abstract] | |||
Number of common shares available for grant (in shares) | 2,100,000 |
Equity Based Plans - Cumulative
Equity Based Plans - Cumulative Summary of Equity Plans (Details) - shares | Dec. 31, 2021 | Mar. 17, 2016 | Mar. 16, 2016 |
Share-based Compensation [Abstract] | |||
Authorized (in shares) | 2,700,000 | ||
Restricted stock issued (in shares) | 1,583,257 | ||
Outstanding stock options (in shares) | 0 | ||
Stock options exercised (in shares) | 918,091 | ||
Stock options exercisable (in shares) | 0 | ||
Shares available for grant (in shares) | 172,657 | ||
Amended 1999 Plan [Member] | |||
Share-based Compensation [Abstract] | |||
Authorized (in shares) | 600,000 | ||
Restricted stock issued (in shares) | 416,402 | ||
Outstanding stock options (in shares) | 0 | ||
Stock options exercised (in shares) | 139,791 | ||
Stock options exercisable (in shares) | 0 | ||
Shares available for grant (in shares) | 7,775 | ||
Amended 2003 Plan [Member] | |||
Share-based Compensation [Abstract] | |||
Authorized (in shares) | 2,100,000 | 2,100,000 | 1,750,000 |
Restricted stock issued (in shares) | 1,166,855 | ||
Outstanding stock options (in shares) | 0 | ||
Stock options exercised (in shares) | 778,300 | ||
Stock options exercisable (in shares) | 0 | ||
Shares available for grant (in shares) | 164,882 |
Equity Based Plans - Restricted
Equity Based Plans - Restricted Stock Granted to Directors, Officers and Employees Pursuant to its Equity Plans (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation [Abstract] | |||
Number of shares (in shares) | 60,317 | 86,982 | 91,682 |
Weighted average fair value (in dollars per share) | $ 131.29 | $ 104.69 | $ 104.85 |
Equity Based Plans - Restrict_2
Equity Based Plans - Restricted Stock Cancelled Due to Employee Terminations Prior to Restrictions Lapsing (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation [Abstract] | |||
Number of shares (in shares) | 439 | 10,037 | 1,578 |
Weighted average fair value (in dollars per share) | $ 113.80 | $ 102.52 | $ 87.88 |
Equity Based Plans - Summary (D
Equity Based Plans - Summary (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation [Abstract] | |||
Shares outstanding for which restrictions had not lapsed (in shares) | 102,682 | 127,562 | |
Restricted Stock [Member] | |||
Share-based Compensation [Abstract] | |||
Compensation expense | $ 7.8 | $ 7.9 | $ 7 |
Compensation not yet recognized | $ 8.9 | ||
Employees [Member] | |||
Share-based Compensation [Abstract] | |||
Restricted period on the stock granted | 4 years | ||
Executive Officer [Member] | |||
Share-based Compensation [Abstract] | |||
Restricted period on the stock granted | 4 years | ||
Maximum [Member] | |||
Share-based Compensation [Abstract] | |||
Restrictions will lapse in | 2025 | ||
Minimum [Member] | |||
Share-based Compensation [Abstract] | |||
Restrictions will lapse in | 2022 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2009 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2008 | |
Class of Stock Disclosures [Abstract] | ||||
Total purchased shares (in shares) | 859,499 | 0 | 0 | |
Additional estimated shares (in shares) | 156,986 | |||
Closing price (in dollars per share) | $ 95.55 | |||
Maximum [Member] | ||||
Class of Stock Disclosures [Abstract] | ||||
Common stock authorized by the Board of Directors (in shares) | 1,200,000 | 2,250,000 | ||
Percentage of repurchase of common stock | 10.00% | |||
Bank credit agreement to permit share repurchases of common stock | $ 15,000,000 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Contribution Plan [Abstract] | |||
Required time period for employees for profit sharing plan | 3 months | ||
Maximum employer contribution as a percentage of employee contribution | 50.00% | ||
Contribution expense recognized | $ 0 | $ 0 | $ 0 |
Employer matching contribution amount | $ 1.9 | $ 1.9 | $ 2 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Oct. 29, 2019Defendant | Jan. 31, 2022USD ($) | Dec. 31, 2021USD ($)Officer |
Employee Agreements [Abstract] | |||
Expiration date of employment agreement, one | Nov. 8, 2022 | ||
Expiration date of employment agreement, two | Jul. 1, 2023 | ||
Expiration date of employment agreement, three | Dec. 31, 2023 | ||
Expiration date of employment agreement, four | Feb. 28, 2024 | ||
Renewal period of employment agreements | 2 years | ||
Future compensation - 2022 | $ 52,800 | ||
Future compensation - 2023 through 2024 | 8,400 | ||
Litigation [Abstract] | |||
Number of defendants dismissed | Defendant | 3 | ||
Amount of payments recorded as expense during the period | $ 2,600 | ||
Subsequent Event [Member] | |||
Litigation [Abstract] | |||
Payment of settlement amount | $ 2,750 | ||
Executive Officer [Member] | |||
Employee Agreements [Abstract] | |||
Number of officers with the company had employee agreement | Officer | 4 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Computation of earnings per share - USPH shareholders [Abstract] | |||
Net income attributable to USPH shareholders | $ 40,831 | $ 35,194 | $ 40,039 |
(Charges) credit to retained earnings [Abstract] | |||
Revaluation of redeemable non-controlling interest | (13,011) | (4,632) | (11,893) |
Tax effect at statutory rate (federal and state) of 25.55% and 26.25%, respectively | 3,324 | 1,216 | 3,121 |
Net income attributable to common shareholders | $ 31,144 | $ 31,778 | $ 31,267 |
Earnings per share basic (in dollars per share) | $ 2.41 | $ 2.48 | $ 2.45 |
Earnings per share diluted (in dollars per share) | $ 2.41 | $ 2.48 | $ 2.45 |
Shares used in computation [Abstract] | |||
Basic earnings per share - weighted-average shares (in shares) | 12,898 | 12,835 | 12,756 |
Diluted earnings per share - weighted-average shares (in shares) | 12,898 | 12,835 | 12,756 |
Federal and state statutory income tax rate | 25.55% | 26.25% |
Related Party Transactions (Det
Related Party Transactions (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Settlement of Short Swing Profit Claim [Abstract] | |
Short swing profit settlement | $ 20,000 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - Allowance for Credit Losses [Member] - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | [1] | Dec. 31, 2020 | Dec. 31, 2019 | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||||
Beginning Balance | $ 2,008 | $ 2,698 | $ 2,672 | |||
Additions Charged to Cost and Expenses | 5,305 | 4,623 | 4,858 | |||
Additions Charged to Other Accounts | 0 | 0 | 0 | |||
Deductions | [2] | 4,545 | 5,313 | 4,832 | ||
Ending Balance | $ 2,768 | $ 2,008 | [1] | $ 2,698 | ||
[1] | Related to patient accounts receivable and accounts receivable-other. | |||||
[2] | Uncollectible accounts written off, net of recoveries. |