EX-99.12 2 ex99-1.htm
CONTACT:
U.S. Physical Therapy, Inc.
Carey Hendrickson, Chief Financial Officer
email: chendrickson@usph.com
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons
(817) 778-8424
Exhibit 99.1

Disclaimer 2 Forward-Looking Statements This presentation contains forward-looking statements, which involve numerous risks and uncertainties. Included are statements relating to opening of new clinics, availability of personnel and reimbursement environment. The forward-looking statements are based on the Company’s current views and assumptions and the Company’s actual results could differ materially from those anticipated as a result of certain risks, uncertainties, and factors, which include, but are not limited to: changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status; revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction; changes in reimbursement rates or payment methods from third party payors including government agencies, and changes in the deductibles and co-pays owed by patients; private third-party payors for our services may adopt payment policies that could limit our future revenue and profitability; compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply; compliance with state laws and regulations relating to the corporate practice of medicine and fee splitting, and associated fines and penalties for failure to comply; competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets; the impact of future public health crises and epidemics/pandemics, such as was the case with the novel strain of COVID-19 and its variants; certain of our acquisition agreements contain put-rights related to a future purchase of significant equity interests in our subsidiaries or in a separate company; the impact of future vaccinations and/or testing mandates at the federal, state and/or local level, which could have an adverse impact on staffing, revenue, costs and the results of operations; our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing and our ability to operate our business; changes as the result of government enacted national healthcare reform; the ability to control variable interest entities for which we do not have a direct ownership; business and regulatory conditions including federal and state regulations; governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs; revenue and earnings expectations; contingent consideration provisions in certain of our acquisition agreements, the value of which may impact future financial results; legal actions, which could subject us to increased operating costs and uninsured liabilities; general economic conditions, including but not limited to inflationary and recessionary periods; actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S or the international financial systems, may result in market wide liquidity problems which could have a material and adverse impact on our available cash and results of operations; our business depends on hiring, training, and retaining qualified employees; availability and cost of qualified physical therapists; competitive environment in the industrial injury prevention services business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences for that service line; our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses; impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their non-controlling interest (minority interests); maintaining our information technology systems with adequate safeguards to protect against cyber-attacks; a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act; maintaining clients for which we perform management, industrial injury prevention related services, and other services, as a breach or termination of those contractual arrangements by such clients could cause operating results to be less than expected; maintaining adequate internal controls; maintaining necessary insurance coverage; availability, terms, and use of capital; and weather and other seasonal factors. See Risk Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025, and any subsequent filings we make with the SEC. Non-GAAP Financial Measures This Presentation includes certain measures (“non-GAAP financial measures”) which are not presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), such as Operating Results, basic and diluted Operating Results per share, Adjusted EBITDA, Adjusted EBITDA margin and other Non-GAAP measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing our financial results. Therefore, these measures should not be considered in isolation or as an alternative to GAAP measures. Our presentation of these measures may not be comparable to similarly titled measures used by other companies. Management believes that such measures are commonly reported by issuers and widely used by investors as indicators of a company’s operating performance. All non-GAAP financial measures contained herein should be considered only as a supplement to, and not as a superior measure to, financial measures prepared in accordance with GAAP.

773 Owned/Managed Outpatient Physical and Occupational Therapy Clinics (1) 44 State National Footprint (1) 85% Physical Therapy Operations % of Revenue(1) 15% Injury Prevention Services % of Revenue(1) >$40bn US Rehabilitation Market >10% No Company Has Greater Than 10% Market Share(3) Partner of Choice with Experienced Physical Therapists ~1/2 Of Clinics Were De Novo Start-ups $699mm TTM Revenues(2) $85mm TTM Adj EBITDA(2)(4) 18% YoY Revenue Growth(1) $1.80 Annual Dividend Proven Business Model Attractive Market Dynamics Leading Physical Therapy Company USPh At a Glance 3 Strong Financial Position One of the largest PT clinic owner/operator platforms in a highly fragmented market Leading public physical therapy platform Headquarters: Houston, TX Founded: 1990 Employees: 6,000+ Favorable Demographic Trends As of or for the first quarter ended March 31, 2025 compared to the first quarter ended March 31, 2024. Included in the clinic count shown above are 37 clinics that the Company manages on behalf of third parties. For the annual period ended March 31, 2025. Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT). Select Medical used as proxy for largest physical therapy operator in the U.S. with 1,944 outpatient rehabilitation clinics as of Sept 30, 2023. Adjusted EBITDA is a non-GAAP financial measure and has not been prepared in accordance with GAAP. See Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA for further detail. Driven by Organic Growth and Acquisitions Diversified Payor Mix

Expanding National Footprint of Physical Therapy Clinics 4 Color Scheme 0 155 217 155 155 155 20 81 163 124 59 129 170 68 61 254 163 11 * Included in the clinic count (but excluded from the map) are 37 clinics that the Company manages on behalf of third parties.

Large and Growing Market Opportunity 5 $40B+ U.S. rehab market Favorable demographics – physically active, aging and obese population segments Significant market potential ~50% of Americans over 18 years old develop a musculoskeletal injury that lasts more than 3 months Within this group, only 10% use outpatient physical therapy services (1) Healthcare delivery shifting towards lower cost, high quality outpatient providers Operating environment favors market consolidators with scale (1) Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT), Market Research.

Outpatient Clinics are the Leading Setting For Care 6 Orthopedic rehab is the primary driver of physical therapy services, representing approximately 60% of visits Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT). Outpatient Clinics Hospitals; State, Local, and Private Home Health Offices of Physicians Other Physical Therapy Delivery Mix

Payors See Significant ROI for Physical Therapy 7 Total Treatment Cost~$79K Hip replacement surgery($56,000) Inpatient care($15,000) Total Treatment Cost~$85K Hip replacement surgery($56,000) Inpatient care($15,000) Readmission Rate of20% Readmission Rate of10% Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT). Outpatient PhysicalTherapy Clinic Full Recovery Home Full Recovery With PT Without PT Average overall savings of ~$6k with significantly lower readmission rate

Competitive Landscape 8 Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT). Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT). Select Medical used as proxy for largest physical therapy operator in the U.S. with 1, 925 outpatient rehabilitation clinics as of September 30, 2024. Clinic counts as of March 31, 2025. Clinic count as of December 31, 2024. As of March 31, 2025. Included in the clinic count shown above are 37 clinics that the Company manages on behalf of third parties. 1,900+ Clinics(3) 850+ Clinics(4) 773 Managed / Owned Clinics(5) Highly fragmented U.S. outpatient rehab market with 37,000+ clinics (1) USPh is one of the largest owner/operator of PT clinics No company with >10% market share(2) USPh is well-positioned to capitalize in a more challenged macro environment

Growth Strategy 9 Drive organic growth through de novo PT/OT clinic openings, utilize true partnership model Maximize profits of existing facilities by growing patient volume, improving pricing, increasing efficiencies and adding programs and services Augment organic growth through strategic acquisitions 1 2 3

Highly Retentive, Partnership Model 10 Specialize in trauma, sports, work-related and pre- and post-surgical cases Partner with experienced physical therapists Drive volume via referrals Augment sales with marketing reps Organic growth includes lower cost de novo start up clinics Strategic acquisitions structured as partnerships to create strong alignment of interests: Significant ownership retained by founders (~20% to 50%) Maintain established local brand Monthly distributions of cash generated based on ownership percentages Agree to purchase remaining interest of partners on back end at typically the same EBITDA multiple as the original purchase

More Resources Less Administrative Burden USPh Partnership Advantages 11 Accounting HR Real Estate Construction Purchasing Contracting/Credentialing Marketing Compliance Legal IT Capital and Resources to Enhance Development Rate No Personal Financial Risk Aligned Practice Incentives Unlimited Earnings Potential Enhanced Benefits Package Business Intelligence and Collaborative Guidance

Acquisition Strategy 12 Completed more than 50 acquisitions since 2005 ranging in size from 1 to 52 clinics Acquisitions include more than five industrial injury prevention services businesses Seeking & evaluating M&A transactions is part of USPh’s DNA Acquisition criteria: Owner therapists continue to operate clinics and retain significant equity interest Immediately accretive to earnings Further de novo growth opportunities High quality clinics with a history of profitability Values Alignment

New Clinics Since April 1, 2024 13 103 clinics added (1) since April 1, 2024 From 04/01/2024 – 03/31/2025 WV VT VA SC PA OH NJ NC ME MD MA GA FL CT TX OK MS LA AR AL AK TN 5 Includes de-novo clinics and acquisitions of single and multi-site practices.

Scale Advantages Create a Robust Business Case for Consolidation 14 Increased likelihood of selection for payor networks Scale is cited as a core criterion by specialty network managers and payors. Some limited leverage in negotiations with payors for reimbursement Higher likelihood of referrer activity and advocacy More efficient, patient-centric care model -- including clinic, home and telehealth options Enhanced compliance capabilities Centralized infrastructure to limit costs and improve operational efficiencies Increased patient awareness and high brand recognition Source: “Industry Trends in M&A and Total Addressable Market Study” (Bain & Company, WebPT) Efficiency More efficient, patient-centric care model -- including clinic, home and telehealth options Compliance Enhanced compliance capabilities Payor Networks Increased likelihood of selection for payor networks Scale is cited as a core criterion by specialty network managers and payors. Some limited ability to negotiate higher rates for reimbursement with payors Referrals Higher likelihood of referrer activity and advocacy Centralization Centralized infrastructure to limit costs and improve operational efficiencies Awareness Increased patient awareness and high brand recognition Increasingly difficult environment for smaller clinics given increasing compliance, regulatory and payor complexities and challenging macroeconomic conditions

Revenue Mix by Segment and Payor Type 15 Physical Therapy Revenue Mix by Payor Type Three Months Ended March 31, 2025 Other Workers Comp Private Insurance & Managed Care Medicaid Medicare Revenue Mix by Segment Type Three Months Ended March 31, 2025 Physical Therapy Operations Industrial Injury Prevention

USPh Physical Therapy Growth Drivers 16 In 2019, the Company sold interest in a partnership, which operated 30 clinics. In 2020, the Company sold 14 previously closed clinics and closed 34 clinics. Number of Owned Clinics (1) Daily Patient Visits Per Clinic Number of Patient Visits (in thousands) Both prior to and post COVID-19, each driver has shown robust growth 2012-2025: CAGR +4% 2012-2025: CAGR +3% 2012-2025: CAGR +7% 5,005 5,353

Daily Physical Therapy Volumes Progression 17 Continue to see record-high volumes Average daily visits per clinic was an all-time high of 31.4 for any First Quarter COVID Trough Average Visits per Clinic per Day

Physical Therapy Operations 18 Note: Excludes management contracts. Also excludes closure costs where applicable. (1) This is a non-GAAP measure. See a reconciliation of GAAP to Non-GAAP financial measures in our Form 10-Q for the Third Quarter ended September 30, 2024 filed with the SEC on November 8, 2024. Annual Gross Margin Percentage Quarterly Gross Margin Percentage

Today Services performed onsite at >600 client locations Industrial Injury Prevention 19 Industrial Injury Prevention services include industrial sports medicine and injury prevention; post offer testing; ergonomic services; occupational health and medical services; specialized solutions March 2017 2020 14.9% of Total Revenue(3) Since USPh’s initial entry into the Industrial Injury Prevention services space, the business has grown both organically and through additional acquisitions % of Revenue full year 2018. % of Revenue full year 2020. Revenue for the first quarter ended March 31, 2025. 5.6% of Total Revenue(1) 9.3% of Total Revenue(2) Initial Acquisition into the Industrial Injury Prevention services space 2018

Industrial Injury Prevention 20 Note: 2022 includes November 2021 acquisition with $26.7 million in revenue at an EBITDA Margin of 16.0%. Revenue ($ in millions) Gross Margin (%) First Quarter 2025: Revenue +28.8% Gross profit +29.1% Gross Margin 20.4% TTM Revenue through Q1 2025: $103.0 million

Strong Balance Sheet and Capital Allocation Strategy 21 At June 30, 2024, we had $112.9 million in cash and $142.5 million outstanding on our term loan. We have $175 million available for borrowings under our revolving facility. A strong balance sheet and capital allocation strategy has allowed USPH to return value to shareholders both directly and through strategic growth investments In 2023, the Company generated Adjusted EBITDA(1) of $77.7 million Liquidity ($ in millions) (as of 06/30/24) Acquisitions Continue fueling a highly acquisitive growth strategy within a fragmented landscape Maintain strategic flexibility and a conservative balance sheet Debt Management Capital Allocation Strategy History of dividend increases and the ability to return value to shareholders directly Dividend Issuances Debt Management Minimize interest expense and maintain strategic flexibility Liquidity ($ in millions) (as of 3/31/2025) Dividend Payments History of dividend increases and the ability to return value to shareholders directly De Novos Develop de novo physical therapy clinics, increase industrial injury locations and add services in both businesses

Executive Management 22 https://www.usph.com/about/senior-leadership/ https://www.linkedin.com/in/rick-binstein-66944512 Joined USPh as CFO in November 2020 Previously served as CFO for Capital Senior Living Corporation (NYSE:CSU) and Belo Corp. (NYSE: BLC) BBA & MBA Carey Hendrickson Chief Financial Officer Joined USPh in March 2018 Previously President & Chief Executive Officer of Baptist Health System in San Antonio, TX. Managed six hospitals with a $1.32B annual operating budget BS Physical Therapy & MBA Graham Reeve Chief Operating Officer – West Region Joined USPh in July 2021 Served since August 2018 as President and Chief Operating Officer for Omni Ophthalmic Management Consultants (OOMC), an ophthalmology management services organization Previously served in the roles of Chief Operating Officer and then Chief Executive Officer of Drayer Physical Therapy Institute, LLC, an outpatient physical therapy provider with a network of over 150 clinics in 14 states BA in Materials and Logistics Management Eric Williams President, Chief Operating Officer – East Region Joined USPh in May 2011 as VP, General Counsel and Secretary and served in that role until March 17, 2022 Previously served as VP, General Counsel and Secretary for Physiotherapy Associates, Inc. (and its predecessor, Benchmark Medical, Inc.), a national provider of outpatient physical therapy services. From 1997 through 2000, served as Assistant General Counsel and then General Counsel of NovaCare, Inc., a national provider of rehabilitation services. Law degree from The Columbus School of Law at The Catholic University of America and Bachelor of Science degree in Business Administration from the University of Delaware in 1983 Rick Binstein Executive VP & General Counsel Joined USPh as COO in November 2003 Promoted to CEO and Board in November 2004 Previously Senior Vice President of Operations with HealthSouth, managed over 200 facilities including OP, ASC, DX Imaging and rehab hospital operations BS Physical Therapy Chris Reading Chief Executive Officer

23 Summary Investment Highlights Significant scale with national footprint Large and growing market / favorable demographics Proven business model, driven by organic growth and acquisitions Strong cash flow and balance sheet Publicly-traded, pure play operator of rehab clinics Attractive Dividend Yield

APPENDIX

Transaction Overview Demonstrated Track Record of Consistent Growth Over the last decade, USPH has consistently grown, organically and through strategic acquisitions USPH Revenue ($ in millions) Adj. EBITDA(1) ($ in millions) 4.7% 15.5% 8.6% 7.6% 16.1% 9.6% 6.2% (12.2%) 17.0% 11.7% 19.2% 21.3% 18.4% 16.8% 25 Growth (%) Margin (%) 2013-2024: CAGR +8% 2013-2024: CAGR +9% Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures and have not been prepared in accordance with GAAP. See Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA and Adjusted EBITDA margin for further detail. 9.4% 15.9% 11.0% 15.2% Adjusted EBITDA Margin Q1 2025 – 13.7% vs. 13.2% in Q1 2024

Summary Financial Results 26 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. 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.

Segment Information 27

Reconciliation of Non-GAAP Financial Measures – Operating Results 28 Costs associated with the closure of seven and six clinics during the 2025 First Quarter and the 2024 First Quarter, respectively. Primarily consists of legal and consulting expenses related to the acquisitions of equity interests in certain partnerships. Consists of costs related to a one-time financial systems upgrade.

Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin 29

30 Thank you