<PAGE> 1
EXHIBIT (a)(5)(C)
FOR IMMEDIATE RELEASE
U.S. PHYSICAL THERAPY REPORTS RECORD REVENUES AND NET INCOME FOR THE SECOND
QUARTER AND ANNOUNCES RESULTS OF ITS SELF-TENDER OFFER
Houston, TX - August 14, 2000 - U.S. Physical Therapy, Inc. (Nasdaq National
Market:USPH) today announced record revenues and net income for the second
quarter and six-month period ended June 30, 2000. (See attached tables.)
Net income for the second quarter of 2000 rose 51.5% to $938,000, or $.26 per
diluted share, from $619,000, or $.17 per diluted share, in the comparable
period last year, a per share increase of 52.9%. For the first half of 2000, net
income totaled $1,609,000, or $.45 per diluted share, a 49.0% increase over last
year's first half net income of $1,080,000, or $.30 per diluted share. Earnings
per share for the second quarter and first half of 2000 was calculated on a
reduced number of weighted-average shares outstanding following the Company's
repurchase of 346,000 shares of its common stock in May 1999.
Net revenues for the 2000 second quarter increased 22.6% to $15,825,000 from
$12,911,000 in the same period last year. For the six-month period ended June
30, 2000, net revenues rose 23.7% to $30,647,000 from $24,777,000 in the first
half of 1999.
Clinic operating costs in the second quarter and first half of 2000 were 71.3%
and 71.7%, respectively, of net revenues compared to 73.3% and 74.5% of net
revenues in the respective periods of 1999. Of the 131 clinics operating at June
30, 2000, 22.1% were less than a year old and an additional 15.3% were under two
years old. Operating costs as a percentage of net revenues have historically
been higher at new clinics as these clinics build their patient bases to
generate revenues. During the second quarter of 2000, 12 clinics were opened
which produced pre-tax losses of $169,000.
Corporate office costs as a percentage of net revenues for the second quarter
and first six months of 2000 were 11.9% and 12.8%, respectively, compared to
12.3% and 12.0% for the second quarter and first half of 1999, respectively. The
$923,000 increase in corporate office costs during the first half of 2000 over
the first half of 1999 included $329,000 of costs, including severance benefits
for terminated employees, related to the Company's surgery center initiative
which was discontinued in March 2000, and a $49,000 loss on the disposal of
equipment. The remainder of the increase in corporate office costs was primarily
due to increased expenses, including salaries and travel expenses, necessary to
support the larger number of clinics in operation.
- continued -
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U.S. Physical Therapy News Release Page 2
August 14, 2000
Operating income rose 42.5% for the 2000 second quarter to $2,653,000 from
$1,862,000 in the same quarter of 1999. For the first half of 2000, operating
income totaled $4,761,000, an increase of 42.5% from $3,340,000 in the same
period of 1999. Minority interests in earnings of subsidiary limited
partnerships in the second quarter and first half of 2000 increased $266,000 and
$549,000, respectively, over the same periods last year due primarily to the
higher profitability of those clinics in which partners have achieved positive
retained earnings and are accruing partnership income. Pre-tax income for the
current second quarter and six-month period was $1,542,000 and $2,656,000,
respectively; this represents a 51.8% improvement over last year's second
quarter pre-tax income of $1,016,000 and a 48.8% increase over the first half of
1999 when pre-tax income was $1,785,000.
In addition, the Company announced today the results of its self-tender offer.
Under the terms of the offer, which commenced on July 11, 2000, the Company
offered to purchase for cash up to 500,000 shares of its issued and outstanding
common stock for a price of $11.00 per share. The offer expired Thursday, August
10, 2000 at 5:00 p.m. New York City time. Pursuant to the terms of the Offer,
the Company may buy up to an additional 2% of its outstanding shares without
amending or extending the Offer. Preliminary results indicate that 655,486
shares have been properly tendered and not withdrawn. The Company intends to
purchase approximately 565,000 shares on a prorated basis. The proration factor
is approximately 86.2%. The shares to be purchased pursuant to the offer
represent approximately 17.2% of the common stock outstanding as of August 10,
2000. Following the purchase, the Company will have approximately 2,720,609
shares of its common stock outstanding. The Company expects the depository will
begin issuing payment for the shares as soon as practicable.
Roy Spradlin, President and Chief Executive Officer, stated, "The 2000 second
quarter was excellent for us. Notably, operating income rose at a faster rate
than the growth in revenues despite opening a record twelve new clinics during
the quarter. Importantly, current second quarter net patient revenues rose 23%
over the comparable period last year, reflecting a 23% increase in patient
visits. We were also pleased with the shareholder response to our tender offer,
and earnings per share in future periods should benefit from the reduction in
shares outstanding."
Roy Spradlin commented, "We expect to open 23 new clinics by the end of
September and 26 new clinics for the year, which includes three clinics
originally scheduled to open in 1999, but actually opened in 2000. We feel this
number is realistic based on our current pipeline of potential clinic projects
and the current surplus of physical
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U.S. Physical Therapy News Release Page 3
August 14, 2000
therapists in the marketplace, as well as the growing recognition of the
professional satisfaction and financial rewards of partnering with U.S.
Physical Therapy."
Investors will have the opportunity to listen to the conference call today,
August 14th at 10:30 am Eastern Time over the Internet through Vcall at
http://www.vcall.com. To listen to the live call, please go to the web site at
least fifteen minutes early to register, download, and install any necessary
audio software. The call will be accessible at this web site for 90 days.
This press release contains forward-looking statements, which involve numerous
risks and uncertainties. The Company's actual results could differ materially
from those anticipated in such forward-looking statements as a result of certain
factors, including those set forth in the Company's filings with the Securities
and Exchange Commission.
U.S. Physical Therapy and its partners currently operate 131 outpatient clinics
in 30 states and manage seven PT facilities for third parties, including
physician groups.
# # #
CONTACT: -OR- USPH'S INVESTOR RELATIONS:
U.S. Physical Therapy, Inc. The Equity Group Inc.
J. Livingston Kosberg, Chairman Linda Latman (212) 836-9609
Roy W. Spradlin, President and CEO Robert Goldstein (212) 371-8660
(713) 297-7000
(See Attached Tables)
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U.S. Physical Therapy News Release Page 4
August 14, 2000
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
2000 1999 2000 1999
-------- -------- ------- -------
<S> <C> <C> <C> <C>
Net patient revenues $ 15,124 $ 12,337 $29,352 $23,675
Management contract revenues 638 525 1,199 990
Other revenues 63 49 96 112
-------- -------- ------- -------
Net revenues 15,825 12,911 30,647 24,777
Clinic operating costs:
Salaries and related costs 7,076 5,992 13,780 11,825
Rent, clinic supplies and other 3,801 3,177 7,406 6,089
Provision for doubtful accounts 407 294 792 538
-------- -------- ------- -------
11,284 9,463 21,978 18,452
Corporate office costs:
General & administrative 1,445 1,245 2,831 2,352
Recruitment & development 443 341 1,077 633
-------- -------- ------- -------
1,888 1,586 3,908 2,985
Operating income before
non-operating expenses 2,653 1,862 4,761 3,340
Interest expense 181 182 362 361
Minority interests in subsidiary
limited partnerships 930 664 1,743 1,194
-------- -------- ------- -------
Income before income taxes 1,542 1,016 2,656 1,785
Provision for income taxes 604 397 1,047 705
-------- -------- ------- -------
Net income $ 938 $ 619 $ 1,609 $ 1,080
======== ======== ======= =======
Basic earnings per common share (Note 2) $ .29 $ .18 $ .49 $ .31
======== ======== ======= =======
Diluted earnings per common share (Note 2) $ .26 $ .17 $ .45 $ .30
======== ======== ======= =======
</TABLE>
Note 1: Certain prior period amounts have been reclassified for comparison
purposes. The reclassifications had no effect on net income.
(continued)
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U.S. Physical Therapy News Release Page 5
August 14, 2000
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Note 2: The following table sets forth the computation of basic and diluted
earnings per share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
2000 1999 2000 1999
------- ------ ------- ------
<S> <C> <C> <C> <C>
Numerator:
Net income $ 938 $ 619 $ 1,609 $1,080
------- ------ ------- ------
Numerator for basic earnings
per share $ 938 $ 619 $ 1,609 $1,080
Effect of dilutive securities:
Interest on convertible subordinated
notes payable 119 119 237 -
------- ------ ------- ------
Numerator for diluted earnings per share ---
income available to common stockholders
after assumed conversions $ 1,057 $ 738 $ 1,846 $1,080
======= ====== ======= ======
Denominator:
Denominator for basic earnings per share ---
weighted-average shares 3,286 3,439 3,286 3,526
Effect of dilutive securities:
Stock options 75 39 73 40
Convertible subordinated notes payable 772 772 772 -
------- ------ ------- ------
Dilutive potential common shares 847 811 845 40
------- ------ ------- ------
Denominator for diluted earnings per share ---
adjusted weighted-average shares and
assumed conversions 4,133 4,250 4,131 3,566
======= ====== ======= ======
Basic earnings per share $ .29 $ .18 $ .49 $ .31
======= ====== ======= ======
Diluted earnings per share $ .26 $ .17 $ .45 $ .30
======= ====== ======= ======
</TABLE>
During the three months and six months ended June 30, 2000 and 1999, the Company
had outstanding the following notes payable: 8% Convertible Subordinated Notes
due June 30, 2003, for an aggregate principal amount of $3,050; 8% Convertible
Subordinated Notes, Series B, due June 30, 2004, for an aggregate principal
amount of $2,000; and 8% Convertible Subordinated Notes, Series C, due June 30,
2004, for an aggregate principal amount of $3,000 (collectively the "Notes").
The Notes were not included in the computation of diluted earnings per share for
the six months ended June 30, 1999 because the effect on the computation was
anti-dilutive.
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U.S. Physical Therapy News Release Page 6
August 14, 2000
U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,323 $ 4,030
Patient accounts receivable, less allowance for
doubtful accounts of $2,413 and $2,014, respectively 10,077 9,605
Accounts receivable - other 619 384
Other current assets 495 630
--------- ---------
Total current assets 16,514 14,649
Fixed assets:
Furniture and equipment 11,402 10,625
Leasehold improvements 5,850 5,306
--------- ---------
17,252 15,931
Less accumulated depreciation and amortization 10,341 9,446
--------- ---------
6,911 6,485
Goodwill, net of amortization of $261 and $230, respectively 935 948
Other assets, net of amortization of $474 and $464, respectively 1,401 1,264
--------- ---------
$ 25,761 $ 23,346
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 291 $ 349
Accrued expenses 1,940 1,329
Estimated third-party payor (Medicare) settlements 351 439
Notes payable 29 39
--------- ---------
Total current liabilities 2,611 2,156
Notes payable - long-term portion 31 37
Convertible subordinated notes payable 8,050 8,050
Minority interests in subsidiary limited partnerships 2,740 2,383
Commitments --- ---
Shareholders' equity:
Preferred stock, $.01 par value, 500,000 shares
authorized, -0- shares outstanding --- ---
Common stock, $.01 par value, 10,000,000 shares
authorized, 3,290,509 shares issued at
June 30, 2000 and December 31, 1999 33 33
Additional paid-in capital 8,420 8,420
Accumulated earnings 3,923 2,314
Treasury stock at cost, 4,900 shares held at
June 30, 2000 and December 31, 1999 (47) (47)
--------- ---------
Total shareholders' equity 12,329 10,720
--------- ---------
$ 25,761 $ 23,346
========= =========
</TABLE>
