U.S. Physical Therapy [USPH]
Tier 2 · as of 2026-07-30 · spot $79.675 · FY ends 31 December
Screen record: reports/scan_universe/USPH_analysis.json — Quality PASS, Valuation PASS, +8.0pp.
This memo finds the screen's EV understated by 23.6% because it omits $313.9m of non-controlling
interest, and the valuation margin flips from +8.0pp to −8.9pp. That single correction is the
largest defect found in this three-name run.
USPH does not own its clinics outright. It buys majority interests — 60%, 65%, 75% — in clinic partnerships and consolidates them in full, with the partners' share carried as non-controlling interest. From the FY2025 10-K's own acquisition table: July 2025 (60%, 3 clinics), April 2025 (40%*), February 2025 (65%, 3 clinics), November 2024 (75%, 8 clinics).
FY2025 (10-K, verbatim table):
| $000s | % of revenue | |
|---|---|---|
| Income before taxes | 77,813 | 10.0% |
| Provision for income taxes | (19,808) | 2.5% |
| Consolidated net income | 58,005 | 7.4% |
| Less: redeemable NCI — temporary equity | (13,849) | −1.8% |
| Less: NCI — permanent equity | (4,573) | −0.6% |
| Total NCI | (18,422) | −2.4% |
| Net income attributable to USPH shareholders | 39,583 | 5.1% |
NCI takes 31.8% of consolidated net income. On the TTM to 2026-03-31 it is 34.1% (consolidated ProfitLoss $52.691m, NCI $17.969m, attributable $34.722m).
There is a second-order effect that is easy to miss and USPH spells it out: the tax provision is computed on income after NCI, because the partnerships are pass-throughs. The 10-K shows an effective rate of 33.4% against income-after-NCI of $59.391m — while the rate on consolidated pretax income is 25.5%. A model that applies the disclosed 33.4% to consolidated EBIT double-charges tax. Both rates are stated in this memo and the consolidated one is used.
| at 2026-03-31 | $m |
|---|---|
| Redeemable non-controlling interest (temporary equity) | 313.437 |
| Non-controlling interest (permanent equity) | 0.459 |
| Total NCI | 313.896 |
$313.9m against a market capitalisation of $1,212.6m — 25.9% of the equity value. And it is growing: $260.0m (2025-03-31) → $263.3m → $277.7m → $293.3m → $313.4m in five quarters, +20.5%.
Redeemable NCI sits in temporary equity — the mezzanine — between liabilities and equity on the
balance sheet. That is exactly why an automated EV build misses it: it is neither in a Liabilities
roll-up nor in StockholdersEquity. The screen's net_cash_components names only
CashAndCashEquivalentsAtCarryingValue and LongTermDebtNoncurrent. NCI never entered the
calculation.
The rule is consistency: if you value consolidated EBIT, you must use an EV that includes every claim on it. USPH's reported operating income is fully consolidated — it includes the NCI partners' share — so the EV must include NCI.
| screen | corrected | |
|---|---|---|
| Market cap | $1,212.56m | $1,212.56m |
| + net debt | $165.601m | $176.402m (screen omitted the $10.801m current portion of long-term debt) |
| + non-controlling interest | $0 | $313.896m |
| EV (lease-exclusive) | $1,378.16m | $1,702.86m |
| error | +$324.70m, +23.6% | |
| TTM EBIT | $79.516m | |
| EV/EBIT | 15.6x | 21.4x |
The multiple is 37% higher than the screen reported. The screen's ev_ebit of 15.6x is not
approximately right; it is a different number about a different company.
Lease basis, stated explicitly: the above is lease-EXCLUSIVE. USPH carries $115.212m non-current + $42.779m current = $157.991m of operating lease liabilities — 9.3% of the corrected EV, and unavoidable for a business that is 776 leased clinic locations. A lease-inclusive EV would be $1,860.85m. Lease-exclusive is used as the primary basis because under ASC 842 the rent is already inside operating cost and therefore inside EBIT; adding the liability to EV while leaving the rent in EBIT would double-count. Stated because the CRWV precedent (6.6x quoted, really 7.95x) invalidated a seven-name ladder in this project for exactly this omission.
Every per-share figure in this memo is on shares attributable to USPH shareholders only (15,218,789 outstanding, diluted weighted-average 15,167k) against income attributable to USPH shareholders only. The two must not be mixed: consolidated net income ÷ USPH shares would overstate EPS by 51.7%.
AV's OVERVIEW does exactly that mixing in reverse and gets it wrong the other way — it reports
EPS 0.50 and TrailingPE 159.7, which is a single quarter's attributable EPS annualised against
nothing coherent. Ignored.
USPH discloses these directly, and the disclosure is unusually good.
| metric | FY2025 | FY2024 | Δ |
|---|---|---|---|
| PT segment revenue | $666.589m | $574.433m | +16.0% |
| Operating costs | $538.533m | $468.519m | +14.9% |
| Gross profit | $128.056m | $105.914m | +20.9% |
| Gross margin | 19.2% | 18.4% | +0.8pp |
| Net rate per patient visit | $105.76 | $104.71 | +1.0% |
| Patient visits | 6,150,104 | 5,353,189 | +14.9% |
| Average daily visits per clinic | 32.2 | 30.4 | +5.9% |
| Adjusted salaries and related per visit | $61.93 | $61.62 | +0.5% |
| Adjusted operating costs per visit | $86.15 | $85.21 | +1.1% |
The three-part decomposition, exactly as the brief asks for it:
The 10-Q segments revenue into mature clinics, additions, and closures. This is the same-clinic number and it is the most important table in the file:
| Q1 2026 | Q1 2025 | Δ | |
|---|---|---|---|
| Mature clinics (opened/acquired before 2025-01-01) | $153.579m | $149.866m | +2.5% |
| Clinic additions | $10.540m | $0.847m | +$9.693m |
| Clinics sold or closed | $0.209m | $1.834m | −$1.625m |
| Net patient revenue | $164.328m | $152.547m | +7.7% |
| Other | $3.348m | $3.861m | −13.3% |
| Total physical therapy | $167.676m | $156.408m | +7.2% |
| Gross profit | $26.497m | $25.959m | +2.1% |
| IIP segment | $30.610m | $27.380m | +11.8% (same-store +8.2%) |
| IIP gross profit | $6.255m | $5.106m | +22.5% (margin 20.4% vs 18.6%) |
| Net rate per visit | $106.49 | $105.66 | +0.8% |
| Total patient visits | 1,543,144 | 1,443,540 | +6.9% |
| Average daily visits per clinic | 31.8 | 31.2 | +1.9% |
Same-clinic (mature) revenue growth is +2.5%. The consolidated 7.9% headline is 2.5pp same-clinic plus 6.5pp of clinic additions less 1.1pp of closures. Average daily visits per clinic decelerated from +5.9% (FY2025) to +1.9% (Q1 2026).
And PT gross profit grew only +2.1% on +7.2% revenue — margin compressed from 16.6% to 15.8% in the segment. Corporate office costs rose to $18.3m from $16.2m, which the 10-Q attributes to "increased clinic count, expenses related to acquisition integration, and the implementation of a new financial and human resources system." Consolidated Q1 2026 operating margin was 6.29% against 10.00% TTM and 11.10% in FY2025.
The one genuinely good line: IIP same-store revenue +8.2% with margin up 1.8pp. Industrial injury prevention is contracted directly with employers, not payors, so it escapes the Medicare rate problem entirely. It is 15.4% of Q1 2026 revenue and it is the best-growing part of the company.
USPH's Medicare disclosure is the best of the three names in this cluster (RMD discloses no rate schedule at all; UFPT has no reimbursement exposure).
FY2025 10-K, verbatim:
"For calendar years 2021, 2022, 2023 and 2024, the MPFS had decreases in Medicare reimbursement of approximately 3.5%, 0.75%, 2.0% and 1.8%, respectively. The MPFS for 2025 resulted in a decrease in Medicare reimbursement for therapy services…"
and, separately:
"For services provided in 2026, we expect our reimbursement rates under the MPFS to increase by approximately 1.75% as compared to the applicable reimbursement rates during 2025."
Five consecutive years of Medicare rate cuts, then a +1.75% increase for 2026 — the first positive year in six. That is a dated, disclosed, company-quantified catalyst and it is already partly visible: net rate per visit is +0.8% in Q1 2026.
Exposure: Medicare net patient revenues were $213.5m in FY2025 against $183.4m in FY2024 — 32.8% of PT net patient revenue ($650.4m), and rising in share. So a 1.75% rate increase on 32.8% of the base is worth roughly +0.57% to consolidated revenue, or about $4.5m — meaningful against $79.5m of TTM EBIT, but not transformative. The rate lever is real and it is small. Anyone underwriting a Medicare-driven re-rating should hold that number in mind.
The annual rate-setting cycle is itself a standing risk: the 10-K's first listed risk factor is "changes in Medicare rules and guidelines," and rates are reset every calendar year with the proposed rule typically published mid-year and finalised in the autumn.
USPH does not use the term "de novo" anywhere in the FY2025 10-K or the Q1 2026 10-Q — searched explicitly, zero hits. It discloses "clinics added," which conflates newly opened with acquired, and the acquisition table separately lists the interests purchased.
What can be established:
The composition of "clinic additions" between de novo and acquired is not disclosed and I will not estimate it. Recorded as INDETERMINATE with the reason. It matters: a de novo clinic is 100%-owned and adds nothing to NCI; an acquired clinic is 60–75% owned and adds to the NCI claim on every subsequent dollar of its earnings. The observed 20.5% growth in redeemable NCI over five quarters is indirect evidence that the additions are predominantly acquired.
Use EDGAR AccountsReceivableNetCurrent. AV's currentNetReceivables is $96.724m against EDGAR's
$69.082m — 40.0% higher (see §7).
| period | AR (EDGAR) | revenue (EDGAR) | DSO (91.25d) |
|---|---|---|---|
| Q1 2026 (2026-03-31) | $69.082m | $198.286m | 31.79d |
| Q1 2025 (2025-03-31) | $64.760m | $183.788m | 32.15d |
| same-quarter Δ | −0.36d (improvement) |
A 31.8-day DSO in a reimbursement business is genuinely good and it improved year on year. For context this project has recorded AAOI at 129.7–180.5 days. USPH collects fast.
Receivables-driven quality is the key tell for a reimbursement business because contractual allowances are an estimate: USPH recognises "net patient revenues (patient revenues less estimated contractual adjustments)… at the estimated net realisable amounts," and the auditor designated "Measurement of Patient Revenue Net of Contractual Adjustments" a CRITICAL AUDIT MATTER. That is the auditor flagging the single largest estimation risk in the statements. The provision for credit losses was $7.6m in FY2025 and $6.9m in FY2024 — 1.2% of net patient revenues in both years, i.e. stable. Combined with the falling DSO, the estimate does not appear to be being stretched.
Searched the FY2025 10-K for factoring, securitiz, sold … receivable: zero hits on all three.
No receivables-sale line in the cash-flow statement. The DSO improvement is therefore real — which
is the statement the CLS finding exists to force, because on CLS a 7.3-day reported improvement was in
fact a deterioration of up to 3.6 days once $565m of sold receivables was added back.
"Mature clinics" is redefined every single year, by construction. FY2025 10-K: "Mature clinics are clinics… opened or acquired prior to January 1, 2024." Q1 2026 10-Q: "opened or acquired prior to January 1, 2025."
That is a legitimate rolling definition, and USPH is transparent about it. But it means the same-clinic growth rate is not comparable across years, and it means a clinic acquired in 2024 that is now underperforming gets folded into "mature" the following year, diluting the base. The +2.5% mature-clinic growth in Q1 2026 is measured against a base that now includes the 2024 acquisitions. Recorded, not alleged as manipulation.
Nothing else was found to have been withdrawn: net rate per visit, patient visits, average daily visits per clinic, adjusted salaries per visit and adjusted operating costs per visit are all still disclosed, quarterly, with prior-year comparatives. On disclosure quality USPH is the best of the three names in this run, and that deserves to be said alongside the valuation conclusion.
STATE A — mature and structurally stable.
| requirement | USPH |
|---|---|
| Profitable | Yes, on both a consolidated and an attributable basis, in every year of the window |
| Operating margin low-variance across ≥5 years | 14.3% / 10.3% / 8.6% / 9.4% / 11.1%, TTM 10.0%. A 5.7pp range, with FY2021 inflated by COVID relief |
| No transformative acquisition | Passes — many small acquisitions, none transformative individually |
| No business-model transition | Passes |
| No accounting-basis break | Passes. SPLITS: two, in 2001. None since |
Not B — there is no exogenous cycle; the Medicare rate schedule is a policy variable, not a cycle, and it is set administratively each year. Not C — profitable with an observable margin, not scaling. Not D — the reverse DCF solves.
evidence_grade: B. Filings current (10-Q filed 2026-05-08). Deductions: transcript coverage is
6 of 16 quarters and all six are 2023–2024 — nothing from 2025 or 2026 is available, so the
mention-frequency work cannot cover the period that matters; the de novo/acquired split is not
disclosed; and AV's statement data for USPH is the most defective of the three names in this run (§7).
| # | where | what | magnitude |
|---|---|---|---|
| 1 | screen | EV omits non-controlling interest entirely. net_cash_components names only CashAndCashEquivalentsAtCarryingValue and LongTermDebtNoncurrent; redeemable NCI sits in temporary equity, in neither a liabilities roll-up nor StockholdersEquity, so it was never seen |
$313.896m — EV understated by 23.6%, EV/EBIT understated 37% (15.6x reported vs 21.4x true). Worth 5.3pp of required CAGR on its own |
| 2 | screen | net debt uses LongTermDebtNoncurrent only, omitting LongTermDebtCurrent of $10.801m |
$10.8m (6.5% of the screen's net debt) |
| 3 | AV | Quarterly revenue is wrong on three of four 2025 quarters. AV vs EDGAR: Q1'25 $152.5m vs $183.788m; Q2'25 $164.2m vs $197.344m; Q3'25 $164.0m vs $197.132m; Q4'25 $202.7m vs $202.726m (correct). AV's quarterly series sums to $683.4m against a filed FY2025 of $780.990m | $97.6m, 12.5% understated. AV's annual figure is correct, so any internal consistency check passes while the quarterly series is broken — the exact "consistently wrong defeats every consistency test" failure mode |
| 4 | AV | netIncome is NEGATIVE on the two most recent quarters — −$4.3m (Q1'26) and −$10.5m (Q4'25) — against filed consolidated net income of +$8.156m and +$9.175m and attributable net income of +$5.038m and +$4.153m |
A SIGN FLIP on the most recent quarter: −$4.3m vs +$5.0m attributable, a $9.3m swing. AV's TTM net income of $1.2m is meaningless against a true attributable TTM of $34.7m |
| 5 | AV | currentNetReceivables $96.724m against EDGAR AccountsReceivableNetCurrent $69.082m |
+$27.6m, +40.0%. Using it would report a DSO of 44.5 days instead of 31.8 — a 40% overstatement of collection time |
| 6 | AV | annualReports FY2025 operating income $80.4m (10.3%) against EDGAR OperatingIncomeLoss $86.677m (11.10%) |
$6.3m, −0.8pp |
| 7 | AV | OVERVIEW reports EPS 0.50, TrailingPE 159.7, ProfitMargin 0.0441, OperatingMarginTTM 0.0734 — all wrong. True TTM attributable EPS is ~$2.28 and the TTM operating margin is 10.00% |
TrailingPE off by ~4.6x; OperatingMarginTTM off by 2.7pp |
| 8 | screen | gross_margin_pct 19.2% and op_margin_pct 11.1% both match the FY2025 10-K exactly — the screen got these right despite AV's broken quarterly series, because it used annual figures |
CLEAN. Reported per the DATA_DEFECTS.md instruction to report clean results too |
| 9 | screen | revenue_ttm $795,488,000 matches the EDGAR-rebuilt TTM ($197.344 + $197.132 + $202.726 + $198.286m) to the dollar |
CLEAN — and notable, because AV's own quarterly series could not have produced it |
| 10 | AV | SPLITS returns two splits, 2001-06-29 (1.5:1) and 2001-01-08 (2:1), none since |
CLEAN. No split-basis mismatch possible |
| 11 | AV | cashAndShortTermInvestments $28,439,000 = cash exactly, and shortTermInvestments is genuinely null |
CLEAN — the INSM sign-flip defect has nothing to omit here. Verified rather than assumed |
| 12 | AV | EARNINGS_CALL_TRANSCRIPT returns 6 of 16 quarters, all 2023Q1–2024Q2. Nothing from 2025 or 2026 |
Coverage limitation. Recorded as such, never as absence of the topic |
The USPH lesson for the corpus: AV's annual statements were reliable and its quarterly series was not, on the same name, in the same response. A pipeline that builds TTM from AV quarterlies would have reported $729.2m of revenue against a true $795.5m — 8.3% low — and a TTM net income of $1.2m against $34.7m. The screen escaped this only because it used annual figures for margins and rebuilt TTM revenue from EDGAR. Neither source is safe on its own; the disagreement is the signal.