USPH on NYSE

U S PHYSICAL THERAPY INC /NV

U S PHYSICAL THERAPY INC /NV is an American health services company based in Houston, incorporated in Nevada.2 Its shares trade on NYSE under the symbol USPH.2

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Last updated Oct 21, 2026.

Overview

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  • TickerUSPH on NYSE2
  • IndustryServices-Health Services2
  • HeadquartersHouston, United States2
  • Incorporated inNV3
  • Business address1300 West Sam Houston Parkway South, Suite 300, Houston, Tx 770433
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI529900KL1UXQYFIOMY962
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered address1300 West Sam Houston Parkway South, Suite 300, 77042 Houston, United States2
  • Registered withCorporations Section (Texas Secretary of State), 0176036486622

During the last three years, we completed the acquisitions of the following clinic practices and IIP businesses detailed below:5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

19.2%Gross margin6
11.1%Operating margin6
5.1%Net margin6
16.3%Revenue growth, 20256
8.3%Return on equity6
0.32×Debt to equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Net Patient Revenues brought in 82% of the revenue U S PHYSICAL THERAPY INC /NV broke down this way in fiscal 2025.

  1. Net Patient Revenues$650.4M682%up 16% from 2024
  2. Other Revenues Including Management Contract Revenues and Industrial Injury Prevention Services Revenues$130.6M617%up 18% from 2024
  3. Management Contract Revenues$9.6M61%down 2% from 2024
Products and services by year
Products and services202320242025
Net Patient Revenues$514.6M$560.6M$650.4M
Other Revenues Including Management Contract Revenues and Industrial Injury Prevention Services Revenues$90.2M$110.8M$130.6M
Management Contract Revenues$8.6M$9.8M$9.6M

Business segments

Physical Therapy Operations brought in 85% of the revenue U S PHYSICAL THERAPY INC /NV broke down this way in fiscal 2025.

  1. Physical Therapy Operations$666.6M685%up 16% from 2024
  2. Industrial Injury Prevention Services Revenues$114.4M615%up 18% from 2024
Business segments by year
Business segments202320242025
Physical Therapy Operations$526.5M$574.4M$666.6M
Industrial Injury Prevention Services Revenues$78.3M$96.9M$114.4M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin9¢$69.3M
  • Other costs84¢$652.3M
  • Income tax3¢$19.8M
  • Profit5¢$39.6M

Out of $781.0M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid36¢$27.4M
  • Share buybacks7¢$5.6M
  • Kept or used elsewhere56¢$42.1M

Out of $75.1M of cash from operations.6

Financial statements

Revenue789106$781.0M in 2025+62% since 2019
0$200.0M$400.0M$600.0M$800.0M2019: $482.0M$482.0M20192020: $423.0M$423.0M2020−12%2021: $495.0M$495.0M2021+17%2022: $553.1M$553.1M2022+12%2023: $604.8M$604.8M2023+9%2024: $671.3M$671.3M2024+11%2025: $781.0M$781.0M2025+16%
Gross profit789106$149.7M in 2025+33% since 2019
0$50.0M$100.0M$150.0M2019: $112.5M$112.5M20192020: $94.5M$94.5M2020−16%2021: $117.2M$117.2M2021+24%2022: $112.0M$112.0M2022−4%2023: $121.5M$121.5M2023+8%2024: $123.9M$123.9M2024+2%2025: $149.7M$149.7M2025+21%
Operating income789106$86.7M in 2025+29% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $67.4M$67.4M20192020: $52.4M$52.4M2020−22%2021: $70.6M$70.6M2021+35%2022: $56.8M$56.8M2022−20%2023: $50.5M$50.5M2023−11%2024: $63.0M$63.0M2024+25%2025: $86.7M$86.7M2025+38%
Net income789106$39.6M in 2025−1% since 2019
0$20.0M$40.0M$60.0M2019: $40.0M$40.0M20192020: $35.2M$35.2M2020−12%2021: $40.8M$40.8M2021+16%2022: $32.2M$32.2M2022−21%2023: $28.2M$28.2M2023−12%2024: $31.4M$31.4M2024+11%2025: $39.6M$39.6M2025+26%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Net revenue$781.0M$671.3M$604.8M
Salaries and related costs$461.9M$399.4M$353.4M
Rent, supplies, contract labor and other$140.4M$118.9M$108.6M
Depreciation and amortization$21.1M$17.9M$15.0M
Provision for credit losses$7.6M$6.9M$6.2M
Clinic closure costs - lease and other$270.0K$4.4M$175.0K
Total operating cost$631.3M$547.4M$483.3M
Gross profit$149.7M$123.9M$121.5M
Corporate office costs$69.3M$58.3M$52.0M
(Gain) loss on change in fair value of contingent earn-out consideration-$6.2M$219.0K$1.6M
Impairment of goodwill and other intangible assets$0$0$17.5M
Impairment on assets held for sale$0$2.4M$0
Operating income$86.7M$63.0M$50.5M
Interest expense, debt and other-$9.5M-$8.0M-$9.3M
Interest income from investments$105.0K$3.9M$3.8M
Change in revaluation of put-right liability-$1.3M-$82.0K$2.6M
Equity in earnings of unconsolidated affiliate$1.5M$1.0M$955.0K
Loss on sale of a partnership-$123.0K$0$0
Relief funds$0$0$467.0K
Other$458.0K$357.0K$390.0K
Total other expense-$8.9M-$2.8M-$1.1M
Income before taxes$77.8M$60.2M$49.4M
Provision for income taxes$19.8M$14.6M$12.2M
Net income$58.0M$45.6M$37.2M
Redeemable non-controlling interest - temporary equity-$13.8M-$10.0M-$4.4M
Non-controlling interest - permanent equity-$4.6M-$4.1M-$4.6M
Net income attributable to non-controlling interest-$18.4M-$14.2M-$9.0M
Net income attributable to USPH shareholders$39.6M$31.4M$28.2M
Basic earnings per share attributable to USPH shareholders (in dollars per share)$1.42$1.84$1.28
Diluted earnings per share attributable to USPH shareholders (in dollars per share)$1.42$1.84$1.28
Basic earnings per share - weighted-average shares (in shares)15.2M shares15.1M shares14.2M shares
Shares used in computation - diluted (in shares)15.2M shares15.1M shares14.2M shares
Dividends declared per common share (in dollars per share)$1.80$1.76$1.72

Compare U S PHYSICAL THERAPY INC /NV with another company

Corporate structure

U S PHYSICAL THERAPY INC /NV sits at the top of its group. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of U S PHYSICAL THERAPY INC /NV

  • U S PHYSICAL THERAPY INC /NV Houston, Texas, United States
    • 2037953 Ontario, Inc. Subsidiary · Canada
    • Hanoun Medical, Inc. Subsidiary · Ontario, Canada

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What U S PHYSICAL THERAPY INC /NV reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Furniture and fixtures$67.9M6 Dec 31, 2025$68.1M6 Dec 31, 2024−0.3%
Leasehold improvements$59.0M6 Dec 31, 2025$51.1M6 Dec 31, 2024+15.4%
Property and equipment, before depreciation$126.9M6 Dec 31, 2025$119.2M6 Dec 31, 2024+6.4%
Accumulated depreciation$91.2M6 Dec 31, 2025$87.1M6 Dec 31, 2024+4.7%
Property and equipment, net$35.7M6 Dec 31, 2025$32.1M6 Dec 31, 2024+10.9%
Operating-lease assets (leased space)$144.2M6 Dec 31, 2025$133.9M6 Dec 31, 2024+7.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$35.6M6 Dec 31, 2025$41.4M6 Dec 31, 2024−14.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$692.4M6 Dec 31, 2025$667.2M6 Dec 31, 2024+3.8%
Intangible assets, net (excluding goodwill)$172.9M6 Dec 31, 2025$179.3M6 Dec 31, 2024−3.6%
Finite-lived intangibles, gross$231.7M6 Dec 31, 2025$226.9M6 Dec 31, 2024+2.1%
Accumulated amortization$58.8M6 Dec 31, 2025$47.6M6 Dec 31, 2024+23.7%
Finite-lived intangibles, net$172.9M6 Dec 31, 2025$179.3M6 Dec 31, 2024−3.6%

Properties, in its own words

We lease the properties used for our clinics under non-cancellable operating leases, commonly with terms ranging from five to ten years (with an overall range of one year to 15.0 years), with the exception of the property for one clinic which we own. We intend to lease the premises for any new clinic location except in rare instances where leasing is not a cost-effective alternative. Our typical clinic occupies 1,000 to 7,000 square feet of leased space in an office building or shopping center. There are 21 clinics occupying space in the range of over 7,000 square feet to 16,500 square feet.

We also lease our executive offices located in Houston, Texas, under a non-cancelable operating lease expiring in February 2028. We currently lease approximately 44,000 square feet of space (including allocations for common areas) at our executive offices.

Item 2 of the 10-K filed Feb 27, 2026.5

Leadership

Who has led U S PHYSICAL THERAPY INC /NV, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 2037953 Ontario, Inc. Canada4
  • Hanoun Medical, Inc. Ontario, Canada4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 28, 20268-K Entered a material agreement; New debt or obligation37
  2. Sep 21, 20268-K Executive or director change38
  3. Aug 14, 20268-K Entered a material agreement; Executive or director change; Other events39
  4. Aug 12, 20268-K Regulation FD disclosure40
  5. Aug 10, 20268-K Regulation FD disclosure41
  6. Aug 6, 20268-K Results of operations; Other events42
  7. Jul 6, 20268-K Other events43
  8. May 19, 20268-K Shareholder vote44
  9. May 11, 20268-K Regulation FD disclosure45
  10. May 6, 20268-K Results of operations; Other events46
  11. Apr 15, 20268-K Entered a material agreement; New debt or obligation47
  12. Mar 13, 20268-K Executive or director change48

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.66 a share, on Nov 5, 2025.49

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results42
  2. May 6, 2026Reported quarterly or annual results46
  3. Nov 6, 2025Reported quarterly or annual results50
  4. Aug 7, 2025Reported quarterly or annual results51
  5. May 7, 2025Reported quarterly or annual results52
  6. Feb 28, 2024Reported quarterly or annual results53
  7. Nov 8, 2023Reported quarterly or annual results54
  8. Aug 9, 2023Reported quarterly or annual results55

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

399 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 121 major events, 162 insider forms, 37 large holders, 59 other. The latest 20:

  1. Oct 13, 2026SCHEDULE 13G EDGAR
  2. Oct 2, 20264 EDGAR
  3. Oct 1, 20263 EDGAR
  4. Sep 28, 20268-K EDGAR
  5. Sep 21, 20268-K EDGAR
  6. Sep 15, 20264 EDGAR
  7. Sep 14, 20264 EDGAR
  8. Sep 2, 20263 EDGAR
  9. Aug 24, 20264 EDGAR
  10. Aug 24, 20264 EDGAR
  11. Aug 24, 20264 EDGAR
  12. Aug 24, 20264 EDGAR
  13. Aug 14, 20268-K EDGAR
  14. Aug 13, 2026SCHEDULE 13G/A EDGAR
  15. Aug 12, 2026SCHEDULE 13G/A EDGAR
  16. Aug 12, 20268-K EDGAR
  17. Aug 10, 20268-K EDGAR
  18. Aug 7, 202610-Q EDGAR
  19. Aug 6, 20268-K EDGAR
  20. Aug 4, 2026SCHEDULE 13G/A EDGAR

The 399 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

82 open-market trades by officers, directors and large owners since October 2021: 12 buys and 70 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 11, 2026Minan Peter FrancisDirectorBuy5$79.00$416Form 4
Jun 12, 2026Minan Peter FrancisDirectorBuy1$66.50$58Form 4
Jun 9, 2026Minan Peter FrancisDirectorBuy288$61.50$17.7KForm 4
Jun 8, 2026Minan Peter FrancisDirectorBuy492$63.14$31.1KForm 4
Mar 11, 2026REEVE GRAHAM D.COOSale662$78.86$52.2KForm 4
Mar 9, 2026REEVE GRAHAM D.COOSale1$78.52$79Form 4
Mar 6, 2026REEVE GRAHAM D.COOSale1,807$82.25$148.6KForm 4
Mar 6, 2026Binstein RichardEVP Gen'l Counsel & SecretarySale3,000$81.64$244.9KForm 4
Nov 24, 2025REEVE GRAHAM D.COOSale743$71.01$52.8KForm 4
Nov 20, 2025Gilmartin Kathleen ADirectorBuy4,000$69.00$276.0KForm 4
Sep 11, 2025HAM NANCYDirectorSale600$81.71$49.0KForm 4
Sep 5, 2025Williams Eric JosephPresident and COOSale1,000$85.25$85.2KForm 4
Sep 4, 2025READING CHRISTOPHER JChairman of the Board and CEOSale2,000$83.53$167.1KForm 4
Aug 25, 2025HENDRICKSON CAREY PChief Financial OfficerSale698$86.11$60.1KForm 4
Aug 21, 2025REEVE GRAHAM D.COOSale763$84.97$64.8KForm 4
Aug 11, 2025REEVE GRAHAM D.COOSale1,792$86.57$155.1KForm 4
Jun 12, 2025HAM NANCYDirectorSale400$78.01$31.2KForm 4
May 21, 2025REEVE GRAHAM D.COOSale530$78.08$41.4KForm 4
May 21, 2025Williams Eric JosephPresident and COOSale633$78.09$49.4KForm 4
Mar 7, 2025REEVE GRAHAM D.COOSale1,730$82.11$142.1KForm 4

All 82 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Christopher J. ReadingChief Executive Officer$1.0M$4.5M65
2025Eric J. WilliamsPresident, Chief Operating Officer - East$688.8K$2.7M65
2025Graham D. ReeveChief Operating Officer - West$643.0K$2.2M65
2025Carey P. HendricksonChief Financial Officer$514.4K$1.9M65
2025Richard S. BinsteinExecutive Vice President, General Counsel and Secretary$424.0K$1.7M65
2024Christopher J. ReadingChief Executive Officer$974.4K$3.6M65
2024Eric J. WilliamsPresident, Chief Operating Officer - East$645.8K$2.3M65
2024Graham D. ReeveChief Operating Officer - West$624.2K$1.8M65
2024Carey P. HendricksonChief Financial Officer$499.2K$1.6M65
2024Richard S. BinsteinExecutive Vice President, General Counsel and Secretary$399.0K$1.5M65
2023Christopher J. ReadingChief Executive Officer$958.7K$3.4M65
2023Graham D. ReeveChief Operating Officer - West$604.2K$1.9M65
2023Eric J. WilliamsPresident, Chief Operating Officer - East$537.2K$1.8M65
2023Carey P. HendricksonChief Financial Officer$479.4K$1.7M65
2023Richard S. BinsteinExecutive Vice President, General Counsel and Secretary$373.7K$1.5M65

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.2,264,202$155.5M0.0%+55,691
Bahl & Gaynor LLC861,574$59.2M0.3%+16,186
Kayne Anderson Rudnick Investment Management LLC846,674$58.1M0.2%−219,182
Copeland Capital Management, LLC841,544$57.8M1.2%+4,713
State Street Corp707,186$48.6M0.0%+58,799
Morgan Stanley698,690$48.0M0.0%−303,778
Vanguard Capital Management LLC674,195$46.3M0.0%+10,133
Neuberger Berman Group LLC598,894$41.1M0.0%+589,645
American Century Companies Inc558,818$38.4M0.0%+222,371
Southernsun Asset Management, LLC527,765$36.2M4.9%+87,861
Dimensional Fund Advisors LP513,913$35.3M0.0%+6,519
William Blair Investment Management, LLC436,996$30.0M0.1%+59,133
Schroder Investment Management Group433,745$29.9M0.0%+177,230
Geode Capital Management, LLC385,726$26.5M0.0%+19,771
Boston Trust Walden Corp381,125$26.2M0.2%−18,984
Vanguard Portfolio Management LLC329,161$22.6M0.0%+16,852
Bank Of America Corp /de/282,192$19.4M0.0%−272,429
Northern Trust Corp230,937$15.9M0.0%+20,009
Envestnet Asset Management Inc204,339$14.0M0.0%−68,770
Crawford Investment Counsel Inc179,078$12.3M0.2%+27,201
Fmr LLC143,226$9.8M0.0%−4,808
Kennedy Capital Management LLC141,098$9.7M0.2%+73,151
Royal Bank Of Canada140,054$9.6M0.0%+6,277
Charles Schwab Investment Management Inc137,129$9.4M0.0%−9,839
Bank of New York Mellon Corp132,312$9.1M0.0%+636

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

6 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
May 20, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−21.9%Report
Apr 17, 2025Josh GottheimerDemocratic, HouseSale$1,001 - $15,000+19.1%Report
Jan 29, 2025Gilbert Ray Cisneros, Jr.Democratic, HouseBuy$1,001 - $15,000−31.1%Report
Oct 17, 2024Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−30.7%Report
Sep 16, 2024Josh GottheimerDemocratic, HouseSale$1,001 - $15,000+34.7%Report
May 24, 2023Josh GottheimerDemocratic, HouseBuy$1,001 - $15,000−98.7%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How U S PHYSICAL THERAPY INC /NV is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARU S PHYSICAL THERAPY INC /NV1
  • CIK0000885978
  • Employer ID (EIN)76-03648665
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8000 Services-Health Services1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address1300 West Sam Houston Parkway South, Suite 300, Houston, TX 770431
  • Phone71329770001
  • Shares outstanding14,922,698 as of Aug 7, 202612
  • Public float$736.6M as of Jun 30, 20255
  • AuditorGRANT THORNTON LLP, Houston, Texas PCAOB ID 248; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceMay 14, 19961
  • Filings1,677 in all: 4 (649), 8-K (524), SC 13G/A (113), 10-Q (86), 144 (43), SC 13G (36), DEF 14A (30), 10-K (26)1
    All 45 form types

    3 (23), CORRESP (21), UPLOAD (19), S-8 (13), 4/A (11), SCHEDULE 13G/A (10), SCHEDULE 13G (9), 5 (8), 10QSB (6), 8-K/A (6), ARS (6), 10-K/A (3), 10-Q/A (3), DEFA14A (3), 10-K405 (2), 3/A (2), 424B5 (2), 8-A12B (2), NT 10-Q (2), SC TO-I/A (2), 10KSB (1), 10KSB40 (1), 25 (1), CERT (1), CERTNYS (1), DEFS14A (1), NT 10-K (1), PRE 14A (1), PRER14A (1), PRES14A (1), REGDEX (1), S-3ASR (1), SC 13D (1), SC 13D/A (1), SC 13E4 (1), SC 13E4/A (1), SC TO-I (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 16, 2026
    Latest 8-K (8-K) Sep 28, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $.01 par valueUSPHNew York Stock Exchange

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks U S PHYSICAL THERAPY INC /NV names in Item 1A of its 10-K filed Feb 27, 2026: 33 risks under these headings, as written.5

  • RISKS RELATED TO OUR BUSINESS AND OPERATIONS
  • Decreases in Medicare reimbursement rate may adversely affect our financial results.
  • Revenue we receive from Medicare and Medicaid is subject to potential retroactive reduction.
  • We depend upon reimbursement by third-party payors.
  • Our facilities are subject to extensive federal and state laws and regulations relating to the privacy of individually identifiable patient information.
  • We are subject to risks associated with public health crises and epidemics/pandemics.
  • We expect the federal and state governments to continue their efforts to contain growth in Medicaid expenditures, which could adversely affect our revenue and profitability.
  • As a result of increased post-payment reviews of claims we submit to Medicare for our services, we may incur additional costs and may be required to repay amounts already paid to us.
  • An economic downturn, state budget pressures, sustained unemployment and continued deficit spending by the federal government may result in a reduction in reimbursement and covered services.
  • We may be required to comply with put rights in certain of our acquisition agreements, related to a potential future purchase of significant equity interests in our existing subsidiaries or a separate company.
  • Our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing, and our ability to operate our business.
  • In conducting our business, we are required to comply with applicable laws regarding fee-splitting and the corporate practice of medicine.
The other 22 risks
  • Some of our acquisition agreements contain contingent consideration, the value of which may impact future financial results.
  • Our contractual arrangements may not be as effective in providing control over our variable interest entities as direct ownership.
  • Impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interests (minority interests).
  • Healthcare reform legislation may affect our business.
  • Our operations are subject to extensive regulation.
  • Our operations are subject to investigations, legal actions and proceedings that could result in an adverse impact on our business and financial position.
  • We face inspections, reviews, audits and investigations under federal and state government programs and contracts. These audits could have adverse findings that may negatively affect our business.
  • We may be adversely affected by a security breach, such as a cyber-attack, which may cause a violation of HIPAA or HITECH and subject us to potential legal and reputational harm.
  • We depend upon the cultivation and maintenance of relationships with the physicians in our markets.
  • Our business depends upon hiring, training, and retaining qualified employees.
  • We depend upon our ability to recruit and retain experienced physical therapists.
  • Failure to maintain effective internal control over our financial reporting could have an adverse effect on our ability to report our financial results on a timely and accurate basis.
  • Our revenues may fluctuate due to weather.
  • We operate in a highly competitive industry.
  • We may incur closure costs and losses.
  • Future acquisitions may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities.
  • Employer and other contracted customers may terminate their relationship with us which could adversely affect the business.
  • Our use of emerging technologies, including artificial intelligence, involves inherent risks
  • RISKS RELATED TO OUR COMMON STOCK
  • Issuance of shares in connection with financing transactions or under stock incentive plans will dilute current stockholders.
  • The number of shares of our common stock eligible for future sale could adversely affect the market price of our stock.
  • Provisions in our articles of incorporation and bylaws could delay or prevent a change in control of our company, even if that change would be beneficial to our stockholders.
  • There can be no assurance that we will continue to increase our dividend or to repurchase shares of our common stock.

Legal proceedings

We are a party to various legal actions, proceedings, and claims (some of which are not insured), and regulatory and other governmental audits and investigations in the ordinary course of our business. We cannot predict the ultimate outcome of pending litigation, proceedings, regulatory and other governmental audits and investigations. These matters could potentially subject the Company to sanctions, damages, recoupments, fines, and other penalties. The Department of Justice, CMS, or other federal and state enforcement and regulatory agencies may conduct additional investigations related to our businesses in the future that may, either individually or in the aggregate, have a material adverse effect on our business, financial position, results of operations, and liquidity.

Healthcare providers are subject to lawsuits under the qui tam provisions of the federal False Claims Act. Qui tam lawsuits typically remain under seal for some time while the government decides whether or not to intervene on behalf of a private qui tam plaintiff (known as a relator) and take the lead in the litigation. These lawsuits can involve significant monetary damages and penalties and award bounties to private plaintiffs who successfully bring the suits. We have been a defendant in these cases in the past and may be named as a defendant in similar cases from time to time in the future.

The opening of Item 3, Legal Proceedings.5

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