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U S PHYSICAL THERAPY INC /NV

For the period ended Mar 31, 2026. Filed May 8, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 8, 2026

USPH$99.49+2.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-07.

0001140361-25-041152

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001140361-26-020025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 173 previous paragraphs and 144 current paragraphs.

56 unchanged; 51 reworded; 34 added; 61 removed; 5 previous and 3 current paragraphs rearranged.

Tables are not compared: 64 previous and 56 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (34)

Current report

On January 2, 2026, we acquired a 50% equity interest in an eight-clinic practice, with the original owners retaining the remaining 50% interest.

Current report

Effective January 1, 2026, we implemented a planned regional realignment of reporting units in connection with planned leadership transitions. This change resulted in a revised composition of the Company’s reporting units. The reorganization was administrative in nature and designed to enhance coordination, improve operational efficiency, and support long-term sustainability. The updated reporting unit structure continues to reflect substantially similar economic characteristics to those under the prior organization.

Current report

On April 14, 2026, the Company closed a $450 million, five-year credit facility that includes a $175 million term loan and a $275 million revolver with a maturity date of April 14, 2031, which replaces its then existing credit facility. See Liquidity and Capital Resources section for additional information.

Current report

On February 2, 2026, we announced a 10-year strategic alliance between our subsidiary partner, Metro, and a prominent New York hospital system, whereby 60 of Metro’s existing outpatient physical therapy clinics in New York will become part of the hospital system’s clinical services network.

Current report

On February 25, 2026, we announced a 10-year strategic alliance between another of our subsidiary partners and a local hospital system whereby our subsidiary partner’s existing 10 outpatient physical therapy clinics will become part of the hospital system’s clinical services network.

Current report

Gross profit increased $1.7 million, or 5.4%, to $32.8 million in the 2026 First Quarter, compared to $31.1 million for the 2025 First Quarter.

Current report

The tables that follow define and reconcile non-GAAP Adjusted EBITDA and non-GAAP Operating Results to the most directly comparable GAAP measure.

Current report

(1) Costs associated with the closure of four clinics (owned) during the 2026 First Quarter. Also includes accelerated depreciation related to closed clinics. See Clinic Count Roll Forward for additional information.

Current report

(2) Certain earnout bonuses and incentive costs related to the Metro acquisition.

Current report

(3) Includes expenses related to the acquisitions of equity interests in certain partnerships and includes costs associated with entering into hospital affiliation contracts.

Current report

(4) Includes costs related to a one-time financial and human resources systems upgrade.

Current report

(1) Costs associated with the closure of seven clinics (owned) during the 2025 First Quarter. See Clinic Count Roll Forward for additional information.

Current report

(2) Certain earnout bonuses and incentive costs related to the Metro acquisition.

Current report

(3) Includes expenses related to the acquisitions of equity interests in certain partnerships.

Current report

(4) Includes costs related to a one-time financial and human resources systems upgrade.

Current report

(6) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments for the 2025 First Quarter amounts to conform with current presentation.

Current report

(6) Excludes incentive costs related to the Metro acquisition. See the section titled Reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

Current report

(7) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments for the 2025 First Quarter amounts to conform with current presentation.

Current report

(9) Excludes certain legal costs related to business acquisitions and clinic closure costs. See the section titled Reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

Current report

Operating costs from physical therapy operations increased $10.7 million, or 8.2%, to $141.2 million for the 2026 First Quarter from $130.4 million for the 2025 First Quarter. Total adjusted operating costs per visit was $90.31 in the 2026 First Quarter compared to $88.77 in the 2025 First Quarter. See the section titled Non-GAAP measures for a reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

Current report

Clinic closure costs for the 2026 First Quarter resulted in a net gain of $0.1 million compared to $0.2 million in the 2025 First Quarter.

Current report

Operating income was $12.5 million for the 2026 First Quarter compared to $19.6 million for the 2025 First Quarter. Excluding certain costs described above, adjusted operating income (a non-GAAP measure) was $15.7 million for both the 2026 First Quarter and the 2025 First Quarter. See the section titled Non-GAAP measures for a reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

Current report

Cash provided by operating activities was $3.8 million for the 2026 First Quarter, compared to $4.7 million of net cash used in the 2025 First Quarter. The Company made a $7.5 million lump sum income tax payment during the 2025 First Quarter applicable to tax year 2024 as a result of tax relief granted by the Internal Revenue Service to aid businesses impacted by hurricane Beryl.

Current report

On January 2, 2026, we acquired a 50% equity interest in an eight-clinic practice with the practice owners retaining 50% ownership interest. The purchase price for the 50% equity interest was approximately $6.2 million, of which $5.7 million was paid in cash and $0.5 million is in the form of a note payable. The note accrues interest at 5.0% per annum and the principle and interest is payable on January 1, 2028.
Removed paragraphs (61)

Previous report

*** On April 30, 2024, one of our primary IIP businesses, Briotix Health Limited Partnership, acquired 100% of an IIP business.

Previous report

Our Company’s Board of Directors approved a share repurchase program effective August 5, 2025. The program authorizes the repurchase by the Company of up to $25.0 million of its outstanding shares of common stock over the period ending on December 31, 2026. Under the share repurchase program, shares may be repurchased from time to time in the open market or negotiated transactions at prevailing market rates, or by other means in accordance with federal securities laws. The timing and amount of share repurchases under the share repurchase program, if any, will depend on several factors, including the Company's stock price performance, ongoing capital allocation priorities and general market conditions. During the three and nine months ended September 30, 2025, no shares were repurchased as part of this program.

Previous report

Our net income attributable to our shareholders (“USPH Net Income”) was $13.1 million for the 2025 Third Quarter compared to $6.6 million in the 2024 Third Quarter. In accordance with Generally Accepted Accounting Principles (“GAAP”), the revaluation of redeemable noncontrolling interest, net of taxes, is not included in USPH Net Income but is charged directly to retained earnings. However, this change is included in the computation of earnings per share. Earnings per share was $0.48 and $0.39 in 2025 Third Quarter and 2024 Third Quarter, respectively.

Previous report

USPH Net Income was $35.4 million for the 2025 Nine Months as compared to $22.2 million for the 2024 Nine Months while earnings per share was $1.85 for the 2025 Nine Months compared to $1.32 for the 2024 Nine Months.

Previous report

(1) Certain incentive costs related to the Metro acquisition and gains or losses related to clinic closures, as applicable.

Previous report

(3) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

Previous report

Gross profit increased $7.7 million or 26.6%, to $36.9 million in the 2025 Third Quarter, compared to $29.1 million, for the 2024 Third Quarter.

Previous report

Adjusted EBITDA, a non- GAAP measure, was $23.9 million for the 2025 Third Quarter, an increase of $2.8 million, or 13.2%, from $21.1 million for the 2024 Third Quarter primarily driven by clinic additions.

Previous report

Operating Results, a non-GAAP measure, was $10.1 million for the 2025 Third Quarter compared to $10.4 million for the 2024 Third Quarter. On a per share basis, Operating Results was $0.66 for the 2025 Third Quarter compared to $0.69 for the 2024 Third Quarter.

Previous report

(2) Includes 36 owned clinics added during the nine months ended September 30, 2025, and 96 owned clinics added during the year ended December 31, 2024. See Clinic Count Roll Forward on page 36 for additional information.

Previous report

(3) Includes 13 owned clinics closed during the nine months ended September 30, 2025 and 45 owned clinics closed during the year ended December 31, 2024. See Clinic Count Roll Forward on page 36 for additional information.

Previous report

(6) Excludes $0.1 million of certain incentive costs related to the Metro acquisition and gains or losses related to clinic closures, as applicable. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.

Previous report

(7) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

Previous report

Operating costs from physical therapy operations increased $18.2 million, or 15.3%, to $136.9 million for the 2025 Third Quarter from $118.7 million for the 2024 Third Quarter primarily driven by the 84 net owned clinics added since the comparable prior year period. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, total operating costs per visit was $86.88 in the 2025 Third Quarter compared to $86.00 in the comparable prior year period. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.

Previous report

(1) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

Previous report

Operating income was $25.3 million for the 2025 Third Quarter compared to $12.8 million for the 2024 Third Quarter. Excluding the impact of change in value of contingent consideration as discussed above, operating income increased to $19.5 million for the 2025 Third Quarter from $14.7 million in the 2024 Third Quarter.

Previous report

Interest income was less than $0.1 million during the 2025 Third Quarter compared to $1.0 million for the 2024 Third Quarter as the excess cash on the balance sheet at the end of the 2024 Third Quarter has since been deployed to fund acquisitions.

Previous report

Non-GAAP Adjusted EBITDA increased $10.3 million to $70.3 million for the 2025 Nine Months from $60.0 million for the 2024 Nine Months while non-GAAP Operating Results increased $0.6 million to $29.7 million, or $1.96 per share, for the 2025 Nine Months from $29.2 million, or $1.94 per share, for the 2024 Nine Months.

Previous report

Total net revenue for the 2025 Nine Months increased $87.4 million, or 17.8%, to $578.3 million from $490.9 million for the 2024 Nine Months while operating costs increased $69.2 million, or 17.3%, to $468.7 million from $399.5 million over the same periods, respectively. Gross profit for the 2025 Nine Months was $109.6 million, or 18.9% of net revenue, compared to $91.4 million for the 2024 Nine Months, or 18.6%, of net revenue.

Previous report

(6) Excludes $0.6 million of certain incentive costs related to Metro acquisition and gains or losses related to clinic closures, as applicable. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.

Previous report

(7) Amortization of certain intangible assets was reallocated between the physical therapy operations and IIP segments. Prior year amounts were reallocated to conform with current presentation.

Previous report

Revenues from physical therapy operations increased $72.2 million, or 17.2%, in the 2025 Nine Months versus the comparable prior year period due to increased volume from the 84 net owned clinics added since the comparable prior year period as well as an increase in net rate per patient visit to $105.50 for the 2025 Nine Months from $104.71 for the 2024 Nine Months.

Previous report

For the 2025 Nine Months, we had 4,556,768 total patient visits, which includes 81,573 home-care visits, compared to 3,920,388 for the 2024 Nine Months. There were no home-care visits in the 2024 Nine Months.

Previous report

Other revenues increased approximately $1.9 million, or 19.0%, to $12.1 million for the 2025 Nine Months from $10.1 million for the 2024 Nine Months.

Previous report

Operating costs from physical therapy operations increased by $57.1 million, or 16.7%, to $399.9 million for the 2025 Nine Months from $342.8 million for the 2024 Nine Months, primarily driven by the 84 net owned clinics added since the comparable prior year period. Operating costs were 81.2% of net revenue for the 2025 Nine Months compared to 81.5% of net revenue for the 2024 Nine Months. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, total operating costs per visit (excluding management contract) was $86.36 in the 2025 Nine Months compared to $84.89 in the comparable prior year period. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.

Previous report

Salaries and related costs, clinics (excluding management contracts) increased to $282.1 million in the 2025 Nine Months from $239.8 million in the 2024 Nine Months, an increase of $42.3 million, or 17.6% mostly due to the net clinics added since the comparable prior year period. Excluding certain incentive costs related to the Metro acquisition salaries and related costs per visit decreased to $61.86 for the 2025 Nine Months from $61.17 for the 2024 Nine Months. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.

Previous report

Rent, supplies, contract labor and other costs, related to clinics (excluding management contracts) increased to $91.7 million in the 2025 Nine Months from $81.8 million in the 2024 Nine Months, an increase of $9.9 million, or 12.1% mostly due to clinic additions.

Previous report

Depreciation and amortization related to physical therapy operations increased to $14.3 million in 2025 Nine Months from $10.2 million in the 2024 Nine Months, an increase of $4.1 million, or 40.8%, primarily due to the larger number of clinics in the 2025 Nine Months compared to the 2024 Nine Months.

Previous report

The provision for credit losses was $5.9 million for the 2025 Nine Months and $5.1 million for the 2024 Nine Months. As a percentage of net revenues, the provision for credit losses was 1.2% for both periods.

Previous report

Gross profit from physical therapy operations increased $15.0 million or 19.3% to $92.9 million, or 18.8% as a percent of net revenues, for the 2025 Third Quarter as compared to $77.8 million, or 18.5% as a percent of net revenues, for the 2024 Third Quarter. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, the adjusted gross profit margin (a non-GAAP measure) increased $11.5 million or 14.0% to $93.4 million, or 19.0% as a percent of net revenues for the 2025 Third Quarter compared to $81.9 million, or 19.5% as a percent of net revenues, for the 2024 Third Quarter. See the reconciliation of non-GAAP measures to the more directly comparable GAAP measure provided on page 40 for information.

Showing the first 40 of 61 passages. Open the source sections for the rest.

Reworded paragraphs (51)

Previous wording

We make statements in this report that are considered forward-looking statements within the meaning given such term under Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among such statements may be those relating to new clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on our current views and assumptions, and actual results could differ materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:

Current wording

We make statements in this report that are considered forward-looking statements within the meaning given such term under Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we project. Included among such statements, but not limited to, are those relating to opening clinics, availability of personnel and the insurance reimbursement environment. The forward-looking statements are based on our current views and assumptions, and actual results could differ materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to:

Previous wording

We operate our business through two reportable business segments. Our physical therapy operations consist of physical therapy and occupational therapy clinics, and home-care physical and speech therapy practices that provide speech therapy, pre- and post-operative care and treatment for a variety of orthopedic-related disorders, sports-related injuries, and rehabilitation of injured workers. Services provided by the industrial injury prevention services (“IIP”) segment include onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations and ergonomic assessments. The majority of IIP is contracted with and paid for directly by employers, including a number of Fortune 500 companies. IIP is performed through Industrial Sports Medicine Professionals with specialized training related to the musculoskeletal system.

Current wording

We operate our business through two reportable business segments. Our physical therapy operations segment consists of physical therapy, speech therapy and occupational therapy clinics and home-care physical and speech therapy practices that provide pre- and post-operative care and treatment for a variety of orthopedic-related disorders, sports-related injuries, and rehabilitation of injured workers. Services provided by the industrial injury prevention services (“IIP”) segment include onsite injury prevention and rehabilitation, performance optimization, post offer employment testing, functional capacity evaluations, ergonomic assessments, occupational medicine testing services, and drug & alcohol testing. The majority of IIP is contracted with and paid for directly by employers, including a number of Fortune 500 companies. IIP is performed through Industrial Sports Medicine Professionals with specialized training related to the musculoskeletal system.

Previous wording

During the nine months ended September 30, 2025, and for the year ended December 31, 2024, we completed the acquisitions of clinic practices and IIP businesses detailed below:

Current wording

During the three months ended March 31, 2026, and for the year ended December 31, 2025, we completed the acquisitions of clinic practices and IIP business detailed below:

Previous wording

On April 30, 2025, the Company acquired an outpatient home care practice that provides speech and occupational therapy through its 50% owned subsidiary MSO Metro LLC. ("Metro"). After the transaction, the Company's ownership interest is 40%, the local partners have an ownership interest of 40% and the practice's preacquisition owners have a 20% ownership interest.

Current wording

** On April 30, 2025, the Company acquired an outpatient home care practice that provides speech and occupational therapy through its 50% owned subsidiary Metro. After the transaction, the Company’s ownership interest is 40%, the local partners have an ownership interest of 40% and the practice’s preacquisition owners have a 20% ownership interest.

Previous wording

On July 31, 2025, we acquired a 60% equity interest in a three-clinic practice with the original practice owners retaining a 40% equity interest.

Current wording

On January 31, 2026, we acquired a 70% equity interest in an industrial injury prevention business with the original owners retaining a 30% ownership interest.

Previous wording

Our Board of Directors declared a quarterly dividend of $0.45 per share payable on December 12, 2025, to shareholders of record on November 17, 2025.

Current wording

Our Board of Directors declared a quarterly dividend of $0.46 per share payable on June 12, 2026, to shareholders of record on May 22, 2026.

Previous wording

For calendar years 2021, 2022 and 2023, Centers for Medicare and Medicaid Services (“CMS”) expected decreases in Medicare reimbursement were partially offset by one-time increases in payments as a result of other legislation passed by Congress, resulting in decreases of approximately 3.5%, 0.75% and 2.0% in each of these years, respectively. For January 1 through March 8 of 2024, CMS’s final rule resulted in an approximate 3.5% decrease in Medicare payments for the therapy specialty. However, effective as of March 9, 2024, pursuant to the Consolidated Appropriations Act, 2024, Congress minimized the reduction in Medicare payments for therapy services for the balance of 2024, resulting in an approximate 1.8% reduction in Medicare payments for therapy services (rather than the 3.5% decrease). The MPFS for 2025 decreased Medicare reimbursement for therapy services by approximately 2.9% as compared to the reimbursement rates in effect for most of 2024. For 2026, the proposed MPFS is expected to increase Medicare reimbursement for therapy services by approximately 1.5% as compared to the reimbursement rates for 2025.

Current wording

For calendar years 2021, 2022 and 2023, Centers for Medicare and Medicaid Services (“CMS”) expected decreases in Medicare reimbursement were partially offset by one-time increases in payments as a result of other legislation passed by Congress, resulting in decreases of approximately 3.5%, 0.75% and 2.0% in each of these years, respectively. For January 1 through March 8 of 2024, CMS’s final rule resulted in an approximate 3.5% decrease in Medicare payments for the therapy specialty. However, effective as of March 9, 2024, pursuant to the Consolidated Appropriations Act, 2024, Congress minimized the reduction in Medicare payments for therapy services for the balance of 2024, resulting in an approximate 1.8% reduction in Medicare payments for therapy services (rather than the 3.5% decrease). The MPFS for 2025 decreased Medicare reimbursement for therapy services by approximately 2.9% as compared to the reimbursement rates in effect for most of 2024. For 2026, the MPFS increased Medicare reimbursement for therapy services by approximately 1.75% as compared to the reimbursement rates for 2025.

Current wording

Net income attributable to our shareholders (“USPH Net Income”) was $5.0 million for the 2026 First Quarter compared to $9.9 million for the 2025 First Quarter. Included in pretax income for the 2026 First Quarter was a loss on change in fair value of contingent earn out consideration of $2.0 million versus a gain of $4.8 million in the 2025 First Quarter. Under GAAP, changes in the value of redeemable noncontrolling interests, representing our partners’ ownership stakes in subsidiaries not fully owned by us, are excluded from net income but are included in the calculation of earnings per share. Strong performance in the 2026 First Quarter increased the value of these ownership interests which had a dilutive effect on earnings per share. Loss per share of $0.12 for the 2026 First Quarter, compared to earnings per share of $0.80 in the prior-year period.

Previous wording

Total net revenue for the 2025 Third Quarter increased $29.1 million, or 17.3%, to $197.1 million from $168.0 million for the 2024 Third Quarter while operating costs increased $21.4 million, or 15.4%, to $160.3 million from $138.9 million over the same periods, respectively. This increase was due to the increase in visits from the 84 net owned clinics added since the comparable prior year period.

Current wording

Total net revenue for the 2026 First Quarter increased $14.5 million, or 7.9%, to $198.3 million from $183.8 million for the 2025 First Quarter while operating costs increased $12.8 million, or 8.4%, to $165.5 million from $152.7 million over the same periods, respectively.

Previous wording

The following tables provide details of the basic and diluted earnings per share computation and reconcile net income attributable to our shareholders calculated in accordance with GAAP to Adjusted EBITDA and Operating Results. The tables also provide a reconciliation of additional non-GAAP measures to the most comparable GAAP measure. We believe providing Adjusted EBITDA and Operating Results to investors is useful for comparing our period-to-period results as well as for comparing them with other similar businesses since most do not have redeemable instruments and therefore have different equity structures. We use Adjusted EBITDA and Operating Results, which eliminate certain items described above that can be subject to volatility and unusual costs, as the principal measures to evaluate and monitor financial performance period over period.

Current wording

The following tables provide details of the basic and diluted earnings per share computation and reconcile net income attributable to our shareholders calculated in accordance with GAAP to Adjusted EBITDA, Operating Results and other non-GAAP measures. We believe providing Adjusted EBITDA, Operating Results and other non-GAAP measures to investors is useful information for comparing our period-to-period results as well as for comparing them with other similar businesses since most do not have redeemable instruments and therefore have different equity structures. Additionally, we believe that these non-GAAP measures provide useful supplemental information to investors, analysts, and other stakeholders in assessing the Company’s operational performance and financial trends. We use Adjusted EBITDA, Operating Results and other non-GAAP measures, which eliminate certain items described above that can be subject to volatility and unusual costs, as the principal measures to evaluate and monitor financial performance period over period.

Previous wording

Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, business acquisition related costs, costs related to a one-time financial systems upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests.

Current wording

Adjusted EBITDA, a non-GAAP measure, is defined as net income attributable to our shareholders before interest income, interest expense, taxes, depreciation, amortization, change in fair value of contingent earn-out consideration, changes in revaluation of put-right liability, equity-based awards compensation expense, clinic closure costs, business acquisition related costs, costs related to a one-time financial systems and human resources upgrade, loss on sale of a partnership and other income and related portions for non-controlling interests.

Previous wording

Operating Results, a non-GAAP measure, equals net income attributable to our shareholders less, changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial systems upgrade and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.

Current wording

Operating Results, a non-GAAP measure, equals net income attributable to our shareholders less, changes in revaluation of a put-right liability, clinic closure costs, loss on sale of a partnership, changes in fair value of contingent earn-out consideration, business acquisition related costs, costs related to a one-time financial systems and human resources upgrade and any allocations to non-controlling interests, all net of taxes. Operating Results per share also excludes the impact of the revaluation of redeemable non-controlling interest and the associated tax impact.

Previous wording

Adjusted EBITDA and Operating Results are not measures of financial performance under GAAP. Adjusted EBITDA, Operating Results and other non-GAAP measures should not be considered in isolation or as an alternative to, or substitute for, net income attributable to our shareholders presented in the consolidated financial statements.

Current wording

Adjusted EBITDA, Operating Results and other non-GAAP measures are not measures of financial performance under GAAP. Adjusted EBITDA, Operating Results and other non-GAAP measures should not be considered in isolation or as an alternative to, or substitute for, net income attributable to our shareholders presented in the consolidated financial statements.

Previous wording

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

Current wording

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

Previous wording

(2) Includes 36 owned clinics added during the 2025 Nine Months and 96 owned clinics added during the year ended December 31, 2024. See Clinic Count Roll Forward on page 36 for additional information.

Current wording

(2) Includes 13 owned clinics added during the 2026 First Quarter and 47 owned clinics added during the year ended December 31, 2025. See Clinic Count Roll Forward included in the Supplemental Financial and Performance Metrics table for additional information.

Previous wording

(3) Includes 13 owned clinics closed during the 2025 Nine Months and 45 owned clinics closed during the year ended December 31, 2024. See Clinic Count Roll Forward on page 36 for additional information.

Current wording

(3) Includes four owned clinics closed during the 2026 First Quarter and 23 owned clinics closed during the year ended December 31, 2025. See Clinic Count Roll Forward included in the Supplemental Financial and Performance Metrics table for additional information.

Previous wording

Net revenue from physical therapy operations increased $25.4 million, or 17.8%, to $168.1 million for the 2025 Third Quarter from $142.7 million for the 2024 Second Quarter. This growth was due to the increase in visits from the 84 net owned clinics added since the comparable prior year period. Net rate per patient visit for the 2025 Third Quarter was $105.54 compared to $105.65 for the 2024 Third Quarter.

Current wording

Net revenue from physical therapy operations increased $11.3 million, or 7.2%, to $167.7 million for the 2026 First Quarter from $156.4 million for the 2025 First Quarter. This growth was due to the increase in visits and net rate per patient visit for the 2026 First Quarter of $106.49 compared to $105.66 for the 2025 First Quarter.

Previous wording

Total patient visits were 1,554,207, which includes 30,137 home-care visits, for the 2025 Third Quarter, an 18.0% increase from the 2024 Third Quarter. Average daily patient visits per clinic, which does not include home-care visits, was 32.2 for the 2025 Third Quarter, a record-high volume per clinic for a third quarter, compared to 30.1 for the 2024 Third Quarter.

Current wording

Total patient visits were 1,543,144, which includes home-care visits, for the 2026 First Quarter, a 6.9% increase from the 2025 First Quarter. Average daily patient visits per clinic, which does not include home-care visits, was 31.8 for the 2026 First Quarter, compared to 31.2 for the 2025 First Quarter.

Previous wording

Other revenues increased approximately $0.5 million, or 14.5%, to $4.1 million for the 2025 Third Quarter from $3.6 million for the 2024 Third Quarter.

Current wording

Other revenues decreased approximately $0.5 million, or 13.3%, to $3.3 million for the 2026 First Quarter from $3.9 million for the 2025 First Quarter.

Previous wording

Salaries and related costs, clinics (excluding management contracts) increased to $96.5 million in the 2025 Third Quarter from $82.3 million in the 2024 Third Quarter, an increase of $14.2 million, or 17.2% mostly due to the net clinics added since the comparable prior year period. Excluding certain incentive costs related to the Metro acquisition salaries and related costs per visit decreased to $62.07 for the 2025 Third Quarter from $62.47 for the 2024 Third Quarter. See the reconciliation of non-GAAP measures to the most directly comparable GAAP measure on page 40.

Current wording

Salaries and related costs, clinics (excluding management contracts) increased to $99.3 million in the 2026 First Quarter from $91.8 million in the 2025 First Quarter, an increase of $7.5 million, or 8.2%. Excluding certain incentive costs related to the Metro acquisition, adjusted salaries and related costs per visit decreased to $64.20 for the 2026 First Quarter from $63.53 for the 2025 First Quarter. See the section titled Non-GAAP measures for a reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

Previous wording

Rent, supplies, contract labor and other costs, related to clinics (excluding management contracts) increased to $31.8 million in the 2025 Third Quarter from $29.3 million in the 2024 Third Quarter, an increase of $2.5 million, or 8.4% mostly due to clinic additions.

Current wording

Rent, supplies, contract labor and other costs, related to clinics (excluding management contracts) increased to $33.9 million in the 2026 First Quarter from $29.9 million in the 2025 First Quarter, an increase of $4.0 million, or 13.4%.

Previous wording

Depreciation and amortization related to physical therapy operations increased to $4.6 million in the 2025 Third Quarter from $3.4 million in the 2024 Third Quarter, an increase of $1.3 million, or 39.0%, primarily due to the larger number of clinics in the 2025 Third Quarter compared to the 2024 Third Quarter.

Current wording

Depreciation and amortization related to physical therapy operations increased to $4.7 million in the 2026 First Quarter from $4.2 million in the 2025 First Quarter, an increase of $0.5 million, or 13.0%, primarily due to the larger number of clinics in the 2026 First Quarter compared to the 2025 First Quarter.

Previous wording

The provision for credit losses was $2.0 million for the 2025 Third Quarter and $1.7 million for the 2024 Third Quarter. As a percentage of net revenues, the provision for credit losses was 1.2% over the same periods.

Current wording

The provision for credit losses was $2.0 million for the 2026 First Quarter and $1.8 million for the 2025 First Quarter. As a percentage of net revenues, the provision for credit losses was 1.2% over the same periods.

Previous wording

Gross profit from physical therapy operations increased $7.2 million or 30.0% to $31.2 million, or 18.6% as a percent of net revenues, for the 2025 Third Quarter as compared to $24.0 million, or 16.8% as a percent of net revenues, for the 2024 Third Quarter. Excluding certain incentive costs related to the Metro acquisition and gains and losses related to clinic closures for both periods, the adjusted gross profit margin (a non-GAAP measure) increased $3.7 million or 13.5% to $31.1 million, or 18.6% as a percent of net revenues, for the 2025 Third Quarter compared to $27.4 million, or 19.2% as a percent of net revenues, for the 2024 third Quarter. See the reconciliation of non-GAAP measures to the more directly comparable GAAP measure provided on page 40 for more information.

Current wording

Gross profit from physical therapy operations was $26.5 million, or 15.8% as a percent of net revenues, for the 2026 First Quarter as compared to $26.0 million, or 16.6% as a percent of net revenues, for the 2025 First Quarter. Adjusted gross profit margin (a non-GAAP measure) was 16.1% for the 2026 First Quarter compared to 16.8% for the 2025 First Quarter. See the section titled Non-GAAP measures for a reconciliation of non-GAAP measures to the most directly comparable GAAP measure.

Previous wording

IIP revenue increased $3.7 million, or 14.6%, to $29.0 million for the 2025 Third Quarter as compared to $25.3 million for the 2024 Third Quarter. Gross profit from IIP operations for the 2025 Third Quarter increased $0.5 million, or 10.7%, to $5.7 million from $5.1 million for the 2024 Third Quarter. Gross profit margin from IIP operations was 19.6% for the 2025 Third Quarter compared to 20.3% for the 2024 Third Quarter.

Current wording

IIP revenue increased $3.2 million, or 11.8%, to $30.6 million for the 2026 First Quarter as compared to $27.4 million for the 2025 First Quarter, including an 8.2% increase in same store revenue over the comparable periods. Gross profit from IIP operations for the 2026 First Quarter increased $1.1 million, or 22.5%, to $6.3 million from $5.1 million for the 2025 First Quarter. Gross profit margin from IIP operations was 20.4% for the 2026 First Quarter compared to 18.6% for the 2025 First Quarter.

Previous wording

Corporate office costs increased to $17.4 million for the 2025 Third Quarter from $14.4 million for the 2024 Third Quarter, primarily to support the larger number of clinics, as well as costs associated with acquisition integration and the implementation of a new financial and human resources system. Implementation costs associated with the new financial and human resources system are expected to continue through the end of 2026. As a percentage of net revenue, corporate office costs was 8.8% for the 2025 Third Quarter compared to 8.6% for the 2024 Third Quarter. Excluding the acquisition integration costs and the costs associated with the implementation of the new financial and human resources system of $0.7 million, corporate office costs was 8.5% of net revenue for the 2025 Third Quarter.

Current wording

Corporate office costs increased to $18.3 million in the 2026 First Quarter, up from $16.2 million in the 2025 First Quarter, driven by increased clinic count, expenses related to acquisition integration, and the implementation of a new financial and human resources system. Implementation costs associated with the new financial and human resources system are expected to continue through the end of 2026. As a percentage of net revenue, corporate office costs was 9.2% for the 2026 First Quarter compared to 8.8% for the 2025 First Quarter. Excluding acquisition integration costs and the costs associated with the implementation of the new financial and human resources system of $0.7 million, adjusted corporate office costs was 8.8% of net revenue for the 2026 First Quarter and 8.5% of net revenue in the 2025 First Quarter. See the section titled Non-GAAP Measures for a Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP measure.

Previous wording

We revalued contingent consideration related to certain acquisitions and recognized a net gain (a decrease in the related liabilities) of $5.9 million for the 2025 Third Quarter compared to a net loss (an increase in the related liabilities) of $1.9 million for the 2024 Third Quarter.

Current wording

Revaluation of contingent consideration related to certain acquisitions resulted in a net loss (an increase in the related liabilities) of $2.0 million for the 2026 First Quarter compared to a net gain (a decrease in the related liabilities) of $4.8 million for the 2025 First Quarter.

Previous wording

Interest expense increased by $0.4 million to $2.4 million for the 2025 Third Quarter compared to $2.0 million for the 2024 Third Quarter due to a higher average outstanding balance on our revolving credit facility for the 2025 Third Quarter. Theinterest rate associated with borrowings on our credit facilities was 5.0% for the 2025 Third Quarter and 4.7% for the 2024 Third Quarter, with an all-in-effective interest rate (including all associated costs), of 5.7% and 5.4% over the same periods, respectively.

Current wording

Interest expense increased by $0.5 million to $2.7 million for the 2026 First Quarter compared to $2.3 million for the 2025 First Quarter due to a higher average outstanding balance on our revolving credit facility for the 2026 First Quarter. Theinterest rate associated with borrowings on our credit facilities was 4.9% for the 2026 First Quarter and 2025 First Quarter, respectively with an all-in-effective interest rate (including all associated costs), and 5.5% over the same periods, respectively.

Previous wording

We revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash expense (an increase in the related liability) of $0.7 million for the 2025 Third Quarter compared tonet non-cash gain (a decrease in the related liability) of $0.2 million for the 2024 Third Quarter.

Current wording

Revaluation of put-right liability related to the future purchase of an IIP business resulted in a net non-cash gain (a decrease in the related liability) of $0.4 million for the 2026 First Quarter compared tonet non-cash expense (an increase in the related liability) of $0.4 million for the 2025 First Quarter.

Previous wording

The provision for income taxes was $5.2 million for the 2025 Third Quarter compared to $2.6 million during the 2024 Third Quarter while the effective tax rate was 28.5% and 27.9% over the same periods, respectively.

Current wording

The provision for income taxes was $2.4 million for the 2026 First Quarter compared to $3.9 million during the 2025 First Quarter while the effective tax rate was 32.3% and 28.1% over the same periods, respectively.

Previous wording

Net income attributable to non-controlling interest (temporary and permanent) was $4.5 million for the 2025 Third Quarter compared to $3.1 million for the 2024 Third Quarter.

Current wording

Net income attributable to non-controlling interest (temporary and permanent) was $3.1 million for the 2026 First Quarter compared to $3.6 million for the 2025 First Quarter.

Previous wording

We believe that our business has sufficient cash to allow us to meet our short-term cash requirements. Total cash and cash equivalents were $31.1 million as of September 30, 2025, compared to $41.4 million as of December 31, 2024. Additionally, we had $159.6 million of outstanding borrowings and $148.5 million in available credit under our credit facilities as of September 30, 2025, compared to $151.6 million of outstanding borrowings and$164.0 million in available credit under our credit facilities as of December 31, 2024.

Current wording

We believe that our business has sufficient cash to allow us to meet our short-term cash requirements. Total cash and cash equivalents were $28.4 million as of March 31, 2026, compared to $35.6 million as of December 31, 2025. Additionally, we had $203.9 million of outstanding borrowings and $100.5 million in available credit under our credit facilities as of March 31, 2026, compared to $161.8 million of outstanding borrowings and$144.5 million in available credit under our credit facilities as of December 31, 2025.

Previous wording

We make reasonable and appropriate efforts to collect accounts receivable, including applicable deductible and co-payment amounts. Claims are submitted to payors daily, weekly or monthly in accordance with our policy or payor’s requirements. When possible, we submit our claims electronically. The collection process is time-consuming and typically involves the submission of claims to multiple payors whose payment of claims may be dependent upon the payment of another payor. Claims under litigation and vehicular incidents can take a year or longer to collect. Medicare and other payor claims relating to new clinics awaiting CMS approval initially may not be submitted for six months or more. When all reasonable internal collection efforts have been exhausted, accounts are written off prior to sending them to outside collection firms. With managed care, commercial health plans and self-pay payor type receivables, the write-off generally occurs after the account receivable has been outstanding for 120 days or longer. As of September 30, 2025, we have accrued $7.8 million related to credit balances, a portion of which is due to patients and payors.

Current wording

We make reasonable and appropriate efforts to collect accounts receivable, including applicable deductible and co-payment amounts. Claims are submitted to payors daily, weekly or monthly in accordance with our policy or payor’s requirements. When possible, we submit our claims electronically. The collection process is time-consuming and typically involves the submission of claims to multiple payors whose payment of claims may be dependent upon the payment of another payor. Claims under litigation and vehicular incidents can take a year or longer to collect. Medicare and other payor claims relating to new clinics awaiting CMS approval initially may not be submitted for six months or more. When all reasonable internal collection efforts have been exhausted, accounts are written off prior to sending them to outside collection firms. With managed care, commercial health plans and self-pay payor type receivables, the write-off generally occurs after the account receivable has been outstanding for 120 days or longer. As of March 31, 2026, we have accrued $6.1 million related to credit balances, a portion of which is due to patients and payors.

Previous wording

Cash used in investing activities for the 2025 Nine Months totaled $31.3 million and primarily consisted of $24.0 million used in the purchase of interests in businesses and non-controlling interests (temporary and permanent), and $10.1 million of fixed assets purchases. These uses were partially offset by $0.7 million in proceeds from the sale of a partnership, and $1.1 million of distributions received from an unconsolidated affiliate. Cash used in investing activities in the 2024 Nine Months was $54.6 million.

Current wording

Cash used in investing activities for the 2026 First Quarter totaled $39.8 million and primarily consisted of $35.3 million used in the purchase of interests in businesses and non-controlling interests (temporary and permanent), and $5.4 million of fixed assets purchases. Cash used in investing activities in the 2025 First Quarter was $6.6 million.

Previous wording

Cash used in financing activities for the 2025 Nine Months totaled $29.1 million and primarily comprised of $146.5 million in proceeds from our Revolving Facility (as defined below), $14.6 million in distributions to non-controlling interests (temporary and permanent), $20.5 million in cash dividends paid to shareholders and payments of $9.5 million related to notes payable and the Term Facility. Cash used in financing activities in the 2024 Nine Months was $36.8 million.

Current wording

Cash provided by financing activities for the 2026 First Quarter totaled $28.9 million and primarily comprised of $44.0 million in net proceeds from our Revolving Facility (as defined below). Uses included payments of $8.3 million of contingent consideration, $4.4 million in distributions to non-controlling interests (temporary and permanent), and payments of $2.5 million related to notes payable and the Company’s term loan. Cash used in financing activities in the 2025 First Quarter was $9.1 million.

Previous wording

As of September 30, 2025, $132.4 million (net of unamortized debt issuance costs of $0.7 million) was outstanding on the Term Facility while $26.5 million was outstanding under the Revolving Facility resulting in $148.5 million of credit availability on the Revolving Facility. The interest rate on the Senior Credit Facilities was 5.0% for the 2025 Third Quarter and 4.7% for the 2024 Third Quarter, with an all-in effective interest rate (including all associated costs), of 5.7% and 5.4% over the same periods, respectively. The interest rate on our Senior Credit Facilities was 5.0% for the 2025 Nine Months and 4.7% for the 2024 Nine Months, with an all-in effective interest rate, including all associated costs, of 5.6% and 5.4% over the same periods, respectively.

Current wording

As of March 31, 2026, $128.9 million (net of unamortized debt issuance costs of $0.5 million) was outstanding on the Term Facility while $74.5 million was outstanding under the Revolving Facility resulting in $100.5 million of credit availability on the Revolving Facility. The average interest rate on the Prior Credit Facility, including the impact of the interest rate swap, was 4.9% for the 2026 First Quarter and the 2025 First Quarter, with an all-in effective interest rate (including all associated costs), of 5.5% over the same periods, respectively.

Previous wording

As of September 30, 2025, we were in compliance with all of the covenants contained in the Credit Agreement.

Current wording

As of March 31, 2026, we were in compliance with all of the covenants contained in the Prior Credit Facility.

Previous wording

On December 5, 2013, we entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility. This agreement was amended and/or restated in August 2015, January 2016, March 2017, November 2017, and January 2021. On June 17, 2022, we entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”) among Bank of America, N.A., as administrative agent (“Administrative Agent”) and the lenders from time-to-time party thereto.

Current wording

On April 14, 2026, we entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”) among Bank of America, N.A., as administrative agent (“Administrative Agent”) and the lenders from time-to-time party thereto.

Previous wording

The Credit Agreement, which matures on June 17, 2027, provides for loans in an aggregate principal amount of $325 million. Such loans will be available through the following facilities (collectively, the “Senior Credit Facilities”):

Current wording

The Credit Agreement, which matures on April 14, 2031, provides for loans in an aggregate principal amount of $450.0 million. Such loans will be available through the following facilities (collectively, the “Senior Credit Facilities”):

Previous wording

The proceeds of the Revolving Facility have been and shall continue to be used by us for working capital and other general corporate purposes of our Company and its subsidiaries, including to fund future acquisitions and invest in growth opportunities. The proceeds of the Term Facility were used by us to refinance the indebtedness outstanding under the Second Amended and Restated Credit Agreement, to pay fees and expenses incurred in connection with the loan facilities transactions, for working capital and other general corporate purposes.

Current wording

The proceeds of the Revolving Facility have been and shall continue to be used by us for working capital and other general corporate purposes of our Company and its subsidiaries, including funding future acquisitions and investing in growth opportunities. The proceeds of the Term Facility were used by us to refinance the indebtedness outstanding under the Third Amended and Restated Credit Agreement.

Showing the first 40 of 51 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

(5) Excludes costs related to management contracts.

Current report — wording carried from elsewhere

Third Amended and Restated Credit Facility

Current report — wording carried from elsewhere

On December 5, 2013, we entered into an Amended and Restated Credit Agreement with a commitment for a $125.0 million revolving credit facility. This agreement was amended and/or restated in August 2015, January 2016, March 2017, November 2017, January 2021 and June 2022, which was set to expire on June 22, 2027 (“Prior Credit Facility”). The Prior Credit Facility provides for total borrowings of $325.0 million, consisting of a $175.0 million revolving credit facility and a $150.0 million term loan.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

(8) Per visit costs exclude management contract costs.

Previous report — wording carried elsewhere

Change in revaluation of put-right liability

Previous report — wording carried elsewhere

We revalued a put-right liability related to the future purchase of an IIP business and recognized a net non-cash expense (an increase in the related liability) of $1.4 million for the 2025 Nine Months compared to $0.1 million for the 2024 Nine Months (an increase in the related liability).

Previous report — wording carried elsewhere

Net Income Attributable to Non-controlling Interest