U S PHYSICAL THERAPY INC /NV – 10-Q – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following is a discussion of our historical consolidated financial condition
and results of operations, and should be read in conjunction with (i) our
historical consolidated financial statements and accompanying notes thereto
included elsewhere in this Quarterly Report on Form 10-Q; (ii) our Annual Report
on Form 10-K for the year ended December 31, 2021 filed with the Securities and
Exchange Commission (the "SEC") on March 1, 2022 ("2021 Annual Report"); and
(iii) our management's discussion and analysis of financial condition and
results of operations included in our 2021 Annual Report. This discussion
includes forward-looking statements that are subject to risk and uncertainties.
Actual results may differ substantially from the statements we make in this
section due to a number of factors that are discussed in "Forward-Looking
Statements" herein and in Part II, Item 1A. Risk Factors of this report.

References to "we," "us," "our" and the "Company" shall mean U.S. Physical
Therapy, Inc. and its subsidiaries.

EXECUTIVE SUMMARY

Our Business

We operate outpatient physical therapy clinics that provide pre- and
post-operative care and treatment for a variety of orthopedic-related disorders
and sports-related injuries, neurologically-related injuries and rehabilitation
of injured workers. We also operate an industrial injury prevention services
("IIPS") business which includes onsite injury prevention and rehabilitation,
performance optimization and ergonomic assessments services.

Selected Operating and Financial Data

Our reportable segments include the physical therapy operations segment and the
industrial injury prevention services segment. Our physical operations consist
of physical therapy and occupational therapy clinics that provide pre-and
post-operative care and treatment for orthopedic-related disorders,
sports-related injuries, preventive care, rehabilitation of injured workers and
neurological injuries. Services provided by industrial injury prevention
services segment include onsite injury prevention and rehabilitation,
performance optimization and ergonomic assessments.

At June 30, 2022, we operated 608 clinics in 39 states.  In addition to our
ownership and operation of outpatient physical therapy clinics, we also manage
physical therapy facilities for third parties, such as physicians and hospitals,
with 33 such third-party facilities under management as of June 30, 2022.

During the 2021 year and for the six months ended June 30, 2022, we completed
the acquisitions of four multi-clinic practices and two industrial injury
services businesses as detailed below.

Acquisition                         Date          Acquired   Clinics
March 2022 Acquisition         March 31, 2022       70%         6
December 2021 Acquisition    December 31, 2021      75%         3
November 2021 Acquisition    November 30, 2021      70%       IIPS*
September 2021 Acquisition   September 30, 2021     100%      IIPS*
June 2021 Acquisition          June 30, 2021        65%         8
March 2021 Acquisition         March 31, 2021       70%         6

*Industrial injury prevention services business

During the six months ended June 30, 2022, we closed three clinics and sold five
clinics.

Employees

Our strategy is to acquire physical therapy practices, develop outpatient
physical therapy clinics as satellites within existing partnerships, acquire
industrial injury prevention services businesses, and to continue to support the
growth of our existing businesses requires a talented workforce that can grow
with us. As of June 30, 2022 we employed approximately 5,809 people nationwide,
of which approximately 3,158 were full-time employees.

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It is crucial that we continue to attract and retain top talent. To attract and
retain talented employees, we strive to make our corporate office and all of our
practices and businesses a diverse and healthy workplace, with opportunities for
our employees to receive continuing education, skill development, encouragement
to grow and develop their career, all supported by competitive compensation,
incentives, and benefits. Our clinical professionals are all licensed and a vast
majority have advanced degrees. Our operational leadership teams have
long-standing relationships with local and regional universities, professional
affiliations, and other applicable sources that provide our practices with a
talent pipeline.

We provide competitive compensation and benefits programs to help meet our
employees' needs in the practices and communities in which they serve. These
programs (which can vary by practice and employment classification) include
incentive compensation plans, a 401(k) plan, healthcare and insurance benefits,
health savings and flexible spending accounts, paid time off, family leave,
education assistance, mental health, and other employee assistance benefits.

We invest resources to develop the talent needed to support our business
strategy. Resources include a multitude of training and development programs
delivered internally and externally, online and instructor-led, and on-the-job
learning formats.

We expect to continue adding personnel in the future as we focus on potential
acquisition targets and organic growth opportunities.

RESULTS OF OPERATIONS

Summary of 2022 Second Quarter Compared to the 2021 Second Quarter Results

For the three months ended June 30, 2022 ("2022 Second Quarter"), our net income
attributable to our shareholders was $11.2 million as compared to $12.4 million
for the three months ended June 30, 2021 ("2021 Second Quarter").  In accordance
with Generally Accepted Accounting Principles ("GAAP"), the revaluation of
redeemable non-controlling interest, net of taxes, is not included in net income
but charged directly to retained earnings; however, the charge for this change
is included in the earnings per basic and diluted share calculation. Inclusive
of the charge for revaluation of non-controlling interest, net of taxes, the
amount is $11.4 million, or $0.87 per diluted share, for the 2022 Second
Quarter, and $10.5 million, or $0.82 per diluted share, for the 2021 Second
Quarter.

For the 2022 Second Quarter, our Operating Results, a non-GAAP measure, was
$11.7 million, or $0.90 per diluted share, the second highest quarterly amount
in our Company's history, as compared to $12.4 million, or $0.96 per diluted
share, for the 2021 Second Quarter, the highest quarterly amount in our
Company's history.

For the six months ended June 30, 2022 ("2022 Six Months"), our net income
attributable to our shareholders was $20.0 million and was $20.6 million for the
six months ended June 30, 2022 ("2021 Six Months").  Inclusive of the charge for
revaluation of non-controlling interest, net of taxes, the amount is $20.0
million, or $1.55 per diluted share, for the 2022 Six Months, and $13.3 million,
or $1.03 per diluted share, for the 2021 Six Months.

For the 2022 Six Months, our Operating Results, a non-GAAP measure, was $20.0
million, or $1.54 per diluted share, a decrease of 3.0%, as compared to $20.6
million, or $1.60 per diluted share, for the 2021 Second Quarter.

We believe providing Operating Results is useful to investors for comparing our
period-to-period results and for comparing with other similar businesses since
most do not have redeemable instruments and therefore have different equity
structures. We use Operating Results, which eliminates certain items described
above that can be subject to volatility and unusual costs, as one of the
principal measures to evaluate and monitor financial performance.

Operating Results is not a measure of financial performance under GAAP and
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.

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The following tables provide detail of the diluted earnings per share
computation and reconcile net income attributable to our shareholders calculated
in accordance with GAAP to Operating Results (in thousands, except per share
data):

                                                                   Three Months Ended June 30,
                                                                    2022                 2021

Computation of earnings per share - USPH shareholders:
Net income attributable to USPH shareholders

                   $       11,195       $       12,436
Credit (charges) to retained earnings:
Revaluation of redeemable non-controlling interest                        210               (2,549 )
Tax effect at statutory rate (federal and state) of 25.55%                (54 )                651
                                                               $       

11,351 $ 10,538

Earnings per share (basic and diluted)                         $         

0.87 $ 0.82

Adjustments:

Change in revaluation of put-right liability                              617                    -
Revaluation of redeemable non-controlling interest                       (210 )              2,549
Tax effect at statutory rate (federal and state)                         (104 )               (651 )
Operating Results (a non-GAAP measure)                         $       

11,654 $ 12,436

Basic and diluted Operating Results per share (a non-GAAP
measure)

                                                       $         

0.90 $ 0.96

Shares used in computation - basic and diluted                         12,998               12,902



                                                                   Six Months Ended June 30,
                                                                   2022                2021

Computation of earnings per share - USPH shareholders:
Net income attributable to USPH shareholders

                   $      19,994       $      20,609
Credit (charges) to retained earnings:
Revaluation of redeemable non-controlling interest                        57              (9,819 )
Tax effect at statutory rate (federal and state) of 25.55%               (15 )             2,508
                                                               $      

20,036 $ 13,298

Earnings per share (basic and diluted)                         $        

1.55 $ 1.03

Adjustments:

Change in revaluation of put-right liability                              14                   -
Revaluation of redeemable non-controlling interest                       (57 )             9,819
Tax effect at statutory rate (federal and state)                          11              (2,508 )
Operating Results (a non-GAAP measure)                         $      

20,004 $ 20,609

Basic and diluted Operating Results per share (a non-GAAP
measure)

                                                       $        

1.54 $ 1.60

Shares used in computation - basic and diluted                        12,968              12,886



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The following table summarizes financial data by segment for the periods
indicated and reconciles the data to our consolidated financial statements (in
thousands):

                                            Three Months Ended June 30,
                                             2022                 2021

Net operating revenue:
Physical therapy operations             $      121,219       $      116,895
Industrial injury prevention services           19,437               10,033
Total Company                           $      140,656       $      126,928

Gross profit:
Physical therapy operations             $       26,698       $       31,761
Industrial injury prevention services            4,123                2,543
Gross profit                            $       30,821       $       34,304

Total Assets:
Physical therapy operations             $      414,172       $      545,449
Industrial injury prevention services          382,272              203,977
Total Company                           $      796,444       $      749,426



Revenue

Reported total revenue for the 2022 Second Quarter was $140.7 million, an
increase of 10.8% as compared to $126.9 million for the 2021 Second Quarter.
See table below for a detail of reported total revenue (in thousands):

                                                               Three Months 

Ended

                                                        June 30, 2022       June 30, 2021
Revenue related to Mature Clinics                      $       108,582     $       110,105
Revenue related to 2022 Clinic Additions                         3,117                   -
Revenue related to 2021 Clinic Additions                         6,191      

2,414

Revenue from clinics sold or closed in 2022                        306                 592
Revenue from clinics sold or closed in 2021                          -                 127
Net patient revenue from physical therapy operations           118,196      

113,238

Other revenue                                                      898                 918
Revenue from physical therapy operations                       119,094      

114,156

Revenue - Management contracts                                   2,125      

2,739

Revenue - Industrial injury prevention services                 19,437              10,033
Total Revenue                                          $       140,656     $       126,928



Revenue from physical therapy operations increased $4.9 million, or 4.3%, to
$119.1 million for the 2022 Second Quarter from $114.2 million for the 2021
Second Quarter. Net patient revenue related to clinics opened or acquired prior
to 2021 and still in operation on June 30, 2022 ("Mature Clinics") decreased
$1.5 million, or 1.4%, to $108.6 million for the 2022 Second Quarter compared to
$110.1 million for the 2021 Second Quarter, due mostly to the decrease in
average net patient revenue per visit. Visits for Mature Clinics (same store)
for the 2022 Second Quarter decreased slightly (0.2%) as compared to the 2021
Second Quarter.

The average net patient revenue per visit was $103.18 for the 2022 Second
Quarter as compared to $104.46 for the 2021 Second Quarter. Total patient visits
increased 5.7% to 1,145,554 for the 2022 Second Quarter from 1,084,070 for the
2021 Second Quarter. Net patient revenue is based on established billing rates
less allowances for patients covered by contractual programs and workers'
compensation. Net patient revenue is determined after contractual and other
adjustments relating to patient discounts from certain payors. Payments received
under contractual programs and workers' compensation are based on predetermined
rates and are generally less than the established billing rates.

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Revenue from the industrial injury prevention services business increased 93.7%
to $19.4 million for the 2022 Second Quarter as compared to $10.0 million for
the 2021 Second Quarter.  Excluding $6.8 million of revenue related to the IIPS
acquisition in November 2021, IIPS revenue increased 25.5% in the 2022 Second
Quarter as compared to the 2021 Second Quarter.

Revenue from management contracts decreased 22.4% to $2.1 million for the 2022
Second Quarter as compared to $2.7 million for the 2021 Second Quarter due to
the termination of five management contracts.

Operating Cost

Total operating cost was $109.8 million for the 2022 Second Quarter, or 78.1% of
total revenue, as compared to $92.6 million, or 73.0% of total revenue, for the
2021 Second Quarter. Operating cost related to Mature Clinics increased by $4.0
million or 5.0%, for the 2022 Second Quarter compared to the 2021 Second
Quarter. In addition, operating cost related to the IIPS business increased by
$7.8 million of which $5.7 million related to our November 2021 IIPS
acquisition. Physical therapy total operating costs were $81.09 per visit in the
2022 Second Quarter as compared to $76.50 per visit in the 2021 Second Quarter,
an increase of 6.0%.  See table below for a detail of operating cost (in
thousands):

                                                                           Three Months Ended
                                                                   June 30, 2022        June 30, 2021
Operating cost related to Mature Clinics                          $         84,216     $        80,205
Operating cost related to 2022 Clinic Additions                              2,692                   -
Operating cost related to 2021 Clinic Additions                              5,996               2,063
Operating cost related to clinics sold or closed in 2022                       324                 555
Operating cost related to clinics sold or closed in 2021                         -                 107
Operating cost related to physical therapy operations                       92,898              82,930
Operating cost related to management contracts                               1,622               2,203
Operating cost related to industrial injury prevention services             15,315               7,491
Total operating cost                                              $        109,835     $        92,624

Each component of operating cost is discussed below:

Operating Cost-Salaries and Related Costs

Salaries and related costs, including physical therapy operations and the
industrial injury prevention services business, was 56.8% of net revenue for the
2022 Second Quarter versus 54.3% for the 2021 Second Quarter. Salaries and
related costs for the physical therapy operations was $66.7 million in the 2022
Second Quarter, or 56.1% of physical therapy operations revenue, as compared to
$60.6 million in the 2021 Second Quarter, or 53.1% of physical therapy
operations revenue. Included in salaries and related costs for the physical
therapy operations for the 2022 Second Quarter was $4.9 million related to 2022
and 2021 Clinic Additions.  Adjusted for the salaries and related costs for
clinics closed or sold in 2022 and 2021 of $0.2 million in the Second Quarter
and $0.4 million in 2021 Second Quarter, salaries and related costs related to
Mature Clinics increased by $2.7 million in the 2022 Second Quarter compared to
the 2021 Second Quarter.  Physical therapy salaries and related costs were
$58.29 per visit in the 2022 Second Quarter as compared to $55.95 per visit in
the Second Quarter 2021, an increase of 4.2%. Salaries and related costs related
to management contracts decreased by $0.4 million for the 2022 Second Quarter.

Salaries and related costs for the industrial injury prevention services
business was $11.6 million in the 2022 Second Quarter, or 59.9% of industrial
injury prevention services revenue, as compared to $6.2 million in the 2021
Second Quarter, or 62.2% of industrial injury prevention services revenue.

Operating Cost-Rent, Supplies, Contract Labor and Other

Rent, supplies, contract labor and other costs, including physical therapy
operations and the IIPS business, was 20.2% of net revenue in the 2022 Second
Quarter versus 17.6% in the 2021 Second Quarter. Rent, supplies, contract labor
and other costs for the physical therapy operations was $24.7 million in the
2022 Second Quarter, or 20.7% of physical therapy operations revenue, as
compared to $20.9 million in the 2021 Second Quarter, or 18.3% of physical
therapy operations revenue. Included in rent, supplies, contract labor and other
costs related to physical therapy operations for the 2022 Second Quarter was
$2.7 million related to 2022 and 2021 Clinic Additions.  Adjusted for the rent,
supplies, contract labor and other costs for clinics related to the clinics
closed or sold in 2022 and 2021 of $0.1 million in the 2022 Second Quarter and
$0.2 million in the 2021 Second Quarter, rent, supplies, contract labor and
other costs for Mature Clinics increased by $1.9 million in the 2022 Second
Quarter compared to the 2021 Second Quarter.  Rent, supplies, contract labor and
other costs, related to management contracts decreased $0.1 million in the 2022
Second Quarter.

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Rent, supplies, contract labor and other costs for the industrial injury
prevention services business was $3.5 million in the 2022 Second Quarter, or
18.2% of industrial injury prevention services revenue, as compared to $1.2
million in the 2021 Second Quarter, or 12.5% of net industrial injury prevention
services revenue.

Operating Cost-Provision for Credit Losses

The provision for credit losses as a percentage of net revenue was 1.1% in the
2022 Second Quarter and for the comparable period in 2021.

Our provision for credit losses for patient accounts receivable as a percentage
of total patient accounts receivable was 5.51% on June 30, 2022, as compared to
5.64% on December 31, 2021. Our days' sales outstanding was 33 days on June 30,
2022 and 32 days on December 31, 2021.

Gross Profit

Gross profit for the 2022 Second Quarter, was $30.8 million, a decrease of $3.5
million, or approximately 10.2%, as compared to $34.3 million for the 2021
Second Quarter. The gross profit percentage was 21.9% of total revenue for the
2022 Second Quarter as compared to 27.0% for the 2021 Second Quarter. The gross
profit percentage for our
physical therapy operations was 22.0% for the 2022 Second Quarter as compared to
27.4% for the 2021 Second Quarter. The gross profit percentage on management
contracts was 23.7% for the 2022 Second Quarter as compared to 19.6% for the
2021 Second Quarter.  The gross profit percentage for the industrial injury
prevention services business was 21.2% for the 2022 Second Quarter as compared
to 25.3% for the 2021 Second Quarter. The IIPS margin in 2022 has been impacted
by the lower margin profile of the Company's November 2021 IIPS acquisition The
table below details the gross profit (in thousands):

                                                Three Months Ended
                                         June 30, 2022       June 30, 2021

Physical therapy operations             $        26,196     $        31,226
Management contracts                                503                 536
Industrial injury prevention services             4,122               2,542
Gross profit                            $        30,821     $        34,304



Corporate Office Costs

Corporate office costs were $10.7 million for the 2022 Second Quarter compared
to $12.1 million for the 2021 Second Quarter. Corporate office costs were 7.6%
of total revenue for the 2022 Second Quarter as compared to 9.5% for the 2021
Second Quarter.  The decrease was primarily due to lower estimated bonus expense
in the 2022 Second Quarter compared to the 2021 Second Quarter.

Operating Income

Operating income for the 2022 Second Quarter was $20.1 million and $22.2 million
for the 2021 Second Quarter. Operating income as a percentage of total revenue
was 14.3% for the 2022 Second Quarter as compared to 17.5% for the 2021 Second
Quarter.

Loss on Revaluation of Put-Right Liability

The loss on revaluation of put-right liability was $617,000.  As part of the
IIPS business acquisition on November 30, 2021, we also agreed to the potential
future purchase of a separate company under the same ownership that provides
physical therapy and rehabilitation services to hospitals and other ancillary
providers in a distinct market area. The owners have the right to put this
transaction to us in approximately five years, with such right having a $3.5
million value at June 30, 2022, as reflected on our consolidated balance sheet
in Other long-term liabilities. The value of this right will continue to be
adjusted in future periods, as appropriate.

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Provision for Income Taxes

The provision for income tax was $4.2 million for the 2022 Second Quarter and
$4.6 million for the 2021 Second Quarter. The provision for income tax as a
percentage of income before taxes less net income attributable to
non-controlling interest (effective tax rate) was 27.5% for the 2022 Second
Quarter and 26.9% for the 2021 Second Quarter. See table below ($ in thousands):

See table below detailing calculation of the provision for income taxes as a
percentage of income before taxes less net income attributable to
non-controlling interest ($ in thousands):

Three Months Ended

                                                                June 30, 2022       June 30, 2021
Income before taxes                                            $        

19,495 $ 22,039

Less: net income attributable to non-controlling interest:
Redeemable non-controlling interest - temporary equity

                  (2,626 )            (3,611 )
Non-controlling interest - permanent equity                             (1,435 )            (1,425 )
                                                               $        

(4,061 ) $ (5,036 )

Income before taxes less net income attributable to
non-controlling interest                                       $        15,434     $        17,003

Provision for income taxes                                     $         4,239     $         4,567

Percentage                                                                27.5 %              26.9 %

Net Income Attributable to Non-controlling Interest

Net income attributable to redeemable non-controlling interest (temporary
equity) was $2.6 million for the 2022 Second Quarter and $3.6 million for the
2021 Second Quarter.  Net income attributable to non-controlling interest
(permanent equity) was $1.4 million for the 2022 Second Quarter and million for
the 2021 Second Quarter.

2022 Six Months Compared to 2021 Six Months

The following table summarizes financial data by segment for the periods
indicated and reconciles the data to our consolidated financial statements (in
thousands):

                                          Six Months Ended June 30,
                                            2022               2021

Net operating revenue:
Physical therapy operations             $     233,855       $  219,253
Industrial injury prevention services          38,505           20,043
Total Company                           $     272,360       $  239,296

Gross profit:
Physical therapy operations             $      49,135       $   54,935
Industrial injury prevention services           8,274            5,265
Gross profit                            $      57,409       $   60,200

Total Assets:
Physical therapy operations             $     414,172       $  545,449
Industrial injury prevention services         382,272          203,977
Total Company                           $     796,444       $  749,426



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Revenue

Reported total revenue for the 2022 Six Months was $272.4 million, an increase
of 13.8% as compared to $239.3 million for the 2021 Six Months.  See table below
for a detail of reported total revenue (in thousands):

                                                                         

For the Six Months Ended

                                                                   June 30, 2022          June 30, 2021
Revenue related to Mature Clinics                                 $        211,215       $       208,531
Revenue related to 2022 Clinic Additions                                     3,312                     -
Revenue related to 2021 Clinic Additions                                    12,346                 2,465
Revenue from clinics sold or closed in 2022                                    861                 1,104
Revenue from clinics sold or closed in 2021                                      -                   392
Net patient revenue from physical therapy operations                       227,734               212,492
Other revenue                                                                1,770                 1,464
Revenue from physical therapy operations                                   229,504               213,956
Revenue - Management contracts                                               4,351                 5,297
Revenue - Industrial injury prevention services                             38,505                20,043
Total Revenue                                                     $        272,360       $       239,296

Revenue from physical therapy operations increased $15.5 million, or 7.3%, to
$229.5 million for the 2022 Six Months from $214.0 million for the 2021 Six
Months.

The average net patient revenue per visit was $103.09 for the 2022 Six Months as
compared to $104.58 for the 2021 Six Months. Total patient visits increased 8.7%
to 2,209,073 for the 2022 Six Months from 2,031,858 for the 2021 Six Months. Net
patient revenue is based on established billing rates less allowances for
patients covered by contractual programs and workers' compensation. Net patient
revenue is determined after contractual and other adjustments relating to
patient discounts from certain payors. Payments received under contractual
programs and workers' compensation are based on predetermined rates and are
generally less than the established billing rates.

Net patient revenue related to Mature Clinics increased $2.7 million, or 1.3%,
to $211.2 million for the 2022 Six Months compared to $208.5 million for the
2021 Six Months. Visits for Mature Clinics (same store) for the 2022 Six Months
increased 3.0% as compared to the 2021 Six Months. The increase in visits was
partially offset by a reduction in the net patient revenue per visit.

Revenue from the industrial injury prevention services business increased 92.1%
to $38.5 million for the 2022 Six Months as compared to $20.0 million for the
2021 Six Months.  Excluding $13.7 million of revenue related to the IIPS
acquisition in November 2021, IIPS revenue increased 24.0% in the 2022 Six
Months as compared to the 2021 Six Months.

Revenue from management contract revenue decreased 17.9% to $4.4 million for the
2022 Six Months as compared to $5.3 million for the 2021 Six Months due to the
termination of certain management contracts.

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Operating Cost

Total operating cost was $215.0 million for the 2022 Six Months, or 78.9% of
total revenue, as compared to $179.1 million, or 74.8% of total revenue, for the
2021 Six Months. Operating cost related to Mature Clinics increased by $10.1
million for the 2022 Six Months compared to the 2021 Six Months.  In addition,
operating cost related to the industrial injury prevention services business
increased by $15.5 million of which $11.3 million related to the recent IIPS
acquisition.  See table below for a detail of operating cost (in thousands):

                                                                           Six Months Ended
                                                                   June 30, 2022       June 30, 2021
Operating cost related to Mature Clinics                          $       166,468     $       156,321
Operating cost related to 2022 Clinic Additions                             3,083                   -
Operating cost related to 2021 Clinic Additions                            11,466               2,128
Operating cost related to clinics sold or closed in 2022                      251                 979
Operating cost related to clinics sold or closed in 2021                        -                 442
Operating cost related to physical therapy operations                     181,268             159,870
Operating cost related to management contracts                              3,453               4,448
Operating cost related to industrial injury prevention services            30,230              14,778
Total operating cost                                              $       214,951     $       179,096

Each component of operating cost is discussed below:

Operating Cost-Salaries and Related Costs

Salaries and related costs, including physical therapy operations and the
industrial injury prevention services business, was 56.9% of net revenue for the
2022 Six Months versus 55.4% for the 2021 Six Months. Salaries and related costs
for the physical therapy operations was $129.2 million in the 2022 Six Months,
or 56.3% of physical therapy operations revenue, as compared to $116.2 million
in the 2021 Six Months, or 54.3% of physical therapy operations revenue.
Included in salaries and related costs for the physical therapy operations for
the 2022 Six Months was $8.1 million related to 2022 and 2021 Clinic Additions.
Adjusted for the salaries and related costs for clinics closed or sold in 2022
and 2021 of $0.1 million in the 2022 Six Months and $0.9 million in 2021 Six
Months, salaries and related costs related to Mature Clinics increased by $6.6
million in the 2022 Six Months compared to the 2021 Six Months.  Salaries and
related costs related to management contracts decreased by $0.8 million for the
2022 Six Months.

Salaries and related costs for the industrial injury prevention services
business was $22.7 million in the 2022 Six Months, or 59.0% of industrial injury
prevention services revenue, as compared to $12.5 million in the 2021 Six
Months, or 62.3% of industrial injury prevention services revenue.

Operating Cost-Rent, Supplies, Contract Labor and Other

Rent, supplies, contract labor and other costs, including physical therapy
operations and the industrial injury prevention services business, was 20.9% of
net revenue in the 2022 Six Months versus 18.3% in the 2021 Six Months. Rent,
supplies, contract labor and other costs for the physical therapy operations was
$49.3 million in the 2022 Six Months, or 21.5% of physical therapy operations
revenue, as compared to $41.0 million in the 2021 Six Months, or 19.2% of
physical therapy operations revenue. Included in rent, supplies, contract labor
and other costs related to physical therapy operations for the 2022 Six Months
was $4.7 million related to 2022 and 2021 Clinic Additions.  Adjusted for the
rent, supplies, contract labor and other costs for clinics related to the
clinics closed or sold in 2022 and 2021 of $0.3 million in the 2022 Six Months
and $0.5 million in the 2021 Six Months, rent, supplies, contract labor and
other costs for Mature Clinics increased by $4.6 million in the 2022 Six Months
compared to the 2021 Six Months.  Rent, supplies, contract labor and other
costs, related to management contracts decreased $0.2 million in the 2022 Six
Months.

Rent, supplies, contract labor and other costs for the industrial injury
prevention services business was $7.4 million in the 2022 Six Months, or 19.1%
of industrial injury prevention services revenue, as compared to $2.3 million in
the 2021 Six Months, or 11.4% of net industrial injury prevention services
revenue.

Operating Cost-Provision for Credit Losses

The provision for credit losses as a percentage of net revenue was 1.0% in the
2022 Second Quarter and 1.1% for the comparable period in 2021.

Our provision for credit losses for patient accounts receivable as a percentage
of total patient accounts receivable was 5.51% at June 30, 2022, as compared to
5.64% at December 31, 2021. Our days' sales outstanding was 33 days at June 30,
2022 and 32 days at December 31, 2021.

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Gross Profit

Gross profit for the 2022 Six Months, was $57.4 million, a decrease of $2.8
million, or approximately 4.6%, as compared to $60.2 million for the 2021 Six
Months. The gross profit percentage was 21.1% of total revenue for the 2022 Six
Months as compared to 25.2% for the 2021 Six Months. The gross profit percentage
for our physical therapy operations was 21.0% for the 2022 Six Months as
compared to 25.3% for the 2021 Six Months. The gross profit percentage on
management contracts was 20.6% for the 2022 Six Months as compared to 16.0% for
the 2021 Six Months.  The gross profit percentage for industrial injury
prevention services was 21.5% for the 2022 Six Months as compared to 26.3% for
the 2021 Six Months. The IIPS margin in 2022 has been impacted by the lower
margin profile of our November 2021 IIPS acquisition. The table below details
the gross profit (in thousands):

                                                 Six Months Ended
                                         June 30, 2022       June 30, 2021

Physical therapy operations             $        48,236     $        54,086
Management contracts                                898                 849
Industrial injury prevention services             8,275               5,265
Gross profit                            $        57,409     $        60,200



Corporate Office Costs

Corporate office costs were $22.3 million for the 2022 Six Months compared to
$22.9 million for the 2021 Six Months. Corporate office costs were 8.2% of total
revenue for the 2022 Six Months as compared to 9.6% for the 2021 Six Months. The
decrease was primarily due to lower estimated bonus expense in the 2022 Six
Months than the 2021 Six Months.

Operating Income

Operating income for the 2022 Six Months were $35.1 million and $37.3 million
for 2021 Six Months. Operating income as a percentage of total revenue was 12.9%
for the 2022 Six Months as compared to 15.6% for the 2021 Six Months.

Loss on Revaluation of Put-Right Liability

The loss on revaluation of the put-right liability was $14,000.  As part of the
IIPS business acquisition on November 30, 2021, we also agreed to the potential
future purchase of a separate company under the same ownership that provides
physical therapy and rehabilitation services to hospitals and other ancillary
providers in a distinct market area. The owners have the right to put this
transaction to us in approximately five years, with such right having a $3.5
million value at June 30, 2022, as reflected on our consolidated balance sheet
in Other long-term liabilities. The value of this right will continue to be
adjusted in future periods, as appropriate.

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Provision for Income Taxes

The provision for income tax was $7.7 million for the 2022 Six Months and $7.5
million for the 2021 Six Months. The provision for income tax as a percentage of
income before taxes less net income attributable to non-controlling interest
(effective tax rate) was 27.9% for the 2022 Six Months and 26.7% for the 2021
Six Months. See table below detailing calculation of the provision for income
taxes as a percentage of income before taxes less net income attributable to
non-controlling interest ($ in thousands):

                                                                        Six 

Months Ended

                                                                June 30, 2022       June 30, 2021
Income before taxes                                            $        

34,975 $ 36,869

Less: net income attributable to non-controlling interest:
Redeemable non-controlling interest - temporary equity

                  (5,183 )            (6,064 )
Non-controlling interest - permanent equity                             (2,061 )            (2,685 )
                                                               $        

(7,244 ) $ (8,749 )

Income before taxes less net income attributable to
non-controlling interest                                       $        27,731     $        28,120

Provision for income taxes                                     $         7,737     $         7,511

Percentage                                                                27.9 %              26.7 %

Net Income Attributable to Non-controlling Interest

Net income attributable to redeemable non-controlling interest (temporary
equity) was $5.2 million for the 2022 Six Months and $6.1 million for the 2021
Six Months.  Net income attributable to non-controlling interest (permanent
equity) was $2.1 million for the 2022 Six Months and $2.7 million for the 2021
Six Months.

Other Comprehensive Loss

Concurrently with the Credit Agreement (as defined below), we entered into an
interest rate swap agreement in May 2022, which has a $150 million notional
value, a maturity date of June 30, 2027 and was effective on June 30, 2022.
Beginning in July 2022, we pay a fixed rate of interest of 2.815% on 1-month
SOFR on a quarterly basis. The total interest rate in any period will also
include an applicable margin based on our consolidated leverage ratio.
Currently, our interest rate including the applicable margin is 4.665%.
Unrealized gains and losses related to the fair value of the interest rate swap
are recorded to accumulated other comprehensive income (loss), net of tax. The
fair value of the interest rate swap at June 30, 2022, was $0.5 million, which
has been included within current liabilities in the accompanying Consolidated
Balance Sheet. The impact of the interest rate swap on the accompanying
Consolidated Statement of Comprehensive Income for the three and six months
ended June 30, 2022 was an unrealized loss of $0.4 million, net of tax.

LIQUIDITY AND CAPITAL RESOURCES

We believe that our business has sufficient cash to allow us to meet our
short-term cash requirements. At June 30, 2022 and December 31, 2021, we had
$48.6 million and $28.6 million, respectively, in cash.  We believe that our
cash and cash equivalents and availability under our Credit Facilities are
sufficient to fund the working capital needs of our operating subsidiaries
through at least June 30, 2023.

Cash and cash equivalents increased by $20.4 million from December 31, 2021 to
June 30, 2022.  During the 2022 Six Months, $27.5 million was provided by
operations and $211.0 million from proceeds on our Amended Credit Agreement
(described below). The major uses of cash for investing and financing activities
included: payments on our Revolving Facility ($175.0 million), distributions to
non-controlling interests inclusive of those classified as redeemable
non-controlling interest ($7.2 million), dividends paid to shareholders ($10.7
million), purchase of business and non-controlling interest ($20.4 million), and
purchase of fixed assets ($4.6 million).

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.

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"):

1) Revolving Facility: $175 million, five-year, revolving credit facility

("Revolving Facility"), which includes a $12 million sublimit for the issuance

of standby letters of credit and a $15 million sublimit for swingline loans

    (each, a "Swingline Loan").



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2) Term Facility: $150 million term loan facility (the "Term Facility"). The Term

Facility amortizes in quarterly installments of: (a) 0.625% in each of the

first two years, (b) 1.250% in the third and fourth year, and (c) 1.875% in

the fifth year of the Credit Agreement. The remaining outstanding principal

balance of all term loans is due on the maturity date.

The proceeds of the Revolving Facility shall be used by us for working capital
and other general corporate purposes of the 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 of our Company and its
subsidiaries.

We will be permitted to increase the Revolving Facility and/or add one or more
tranches of term loans in an aggregate amount not to exceed the sum of (i) $100
million plus (ii) an unlimited additional amount, provided that (in the case of
clause (ii)), after giving effect to such increases, the pro forma Consolidated
Leverage Ratio (as defined in the Credit Agreement) would not exceed 2.0:1.0,
and the aggregate amount of all incremental increases under the Revolving
Facility does not exceed $50,000,000.

The interest rates per annum applicable to the Senior Credit Facilities (other
than in respect of Swingline Loans) will be Term SOFR as defined in the
agreement plus an applicable margin or, at our option, an alternate base rate
plus an applicable margin. Currently, our interest rate including the applicable
margin is 4.665%. Interest is payable at the end of the selected interest period
but no less frequently than quarterly and on the date of maturity.

We will also pay to the Administrative Agent, for the account of each lender
under the Revolving Facility, a commitment fee equal to the actual daily excess
of each lender's commitment over its outstanding credit exposure under the
Revolving Facility ("unused fee"). The Company may prepay and/or repay the
revolving loans and the term loans, and/or terminate the revolving loan
commitments, in whole or in part, at any time without premium or penalty,
subject to certain conditions.

The Credit Agreement contains customary covenants limiting, among other things,
the incurrence of additional indebtedness, the creation of liens, mergers,
consolidations, liquidations and dissolutions, sales of assets, dividends and
other payments in respect of equity interests, acquisitions, investments, loans
and guarantees, subject, in each case, to customary exceptions, thresholds and
baskets. The Credit Agreement includes certain financial covenants which include
the Consolidated Fixed Charge Coverage Ratio and the Consolidated Leverage
Ratio, as defined in the Credit Agreement. The Credit Agreement also contains
customary events of default.

Our obligations under the Credit Agreement are guaranteed by its wholly-owned
material domestic subsidiaries (each, a "Guarantor"), and the obligations of the
Company and any Guarantors are secured by a perfected first priority security
interest in substantially all of the existing and future personal property of
the Company and each Guarantor, subject to certain exceptions.

On June 30, 2022, $150.0 million was outstanding on the Term Loan and the
Revolving Facility remains available resulting in $175.0 million of
availability. As of June 30, 2022, we were in compliance with all of the
covenants thereunder.

On March 31, 2022, we acquired a 70% interest in a six-clinic physical therapy
practice. The practice's owners retained 30% of the equity interests. The
purchase price for the 70% equity interest was approximately $11.5 million, of
which $11.2 million was paid in cash and $0.3 million is in the form of a note
payable.  The note accrues interest at 3.5% per annum and the principal and
interest are payable on March 31, 2024.

On December 31, 2021, we acquired a 75% interest in a three-clinic physical
therapy practice with the practice founder retaining 25%. The purchase price for
the 75% interest was approximately $3.7 million, of which $3.5 million was paid
in cash and $0.2 million in the form of a note payable.  The note accrues
interest at 3.25% per annum and the principal and interest are payable on
December 31, 2023.

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On November 30, 2021, we acquired an approximate 70% interest in a leading
provider of industrial injury prevention services. The previous owners retained
the remaining interest. The initial purchase price for the 70% equity interest,
not inclusive of the $2.0 million contingent payment in conjunction with the
acquisition if specified future operational objectives are met, was
approximately $63.2 million, of which $62.2 million was paid in cash, and $1.0
million is in the form of a note payable. The note accrues interest at 3.25% and
the principal and interest is payable on November 30, 2023. The business
generates approximately $27.0 million in annual revenue at a margin of
approximately 20%. As part of the transaction, we also agreed to the future
purchase of a separate company under the same ownership that provides physical
therapy and rehabilitation services to hospitals and other ancillary providers
in a distinct market area.  The current owners have the right to put this
transaction to us in approximately five years, with such put right having an
initial $3.5 million fair value on June 30, 2022, as reflected on the Company's
consolidated balance sheet in Other long-term liabilities.  The value of this
right will be adjusted in future periods, as appropriate, with any change in
fair value reflected in the Company's consolidated statement of income.

On September 30, 2021, the Company acquired a company that specializes in
return-to-work and ergonomic services, among other offerings. The business
generates more than $2.0 million in annual revenue. We acquired the company's
assets at a purchase price of approximately $3.3 million (which includes the
obligation to pay an amount up to $0.6 million in contingent payment
consideration in conjunction with the acquisition if specified future
operational objectives are met) and contributed those assets to industrial
injury prevention services subsidiary. The initial purchase price, not inclusive
of the $0.6 million contingent payment, was approximately $2.7 million, of which
$2.4 million was paid in cash, and $0.3 million is in the form of a note
payable. The note accrues interest at 3.25% per annum and the principal and
interest are payable on September 30, 2023.

On June 30, 2021, the Company acquired a 65% interest in an eight-clinic
physical therapy practice with the practice founders retaining 35%. The purchase
price was approximately $10.3 million, of which $9.0 million was paid in cash,
$1.0 million was payable based on the achievement of certain business criteria
and $0.3 million is in the form of a note payable. The business criteria were
met and accordingly $1.0 million was paid in July 2022. The note accrues
interest at 3.25% per annum and the principal and interest are payable on June
30, 2023. Additionally, the Company has an obligation to pay an additional
amount up to $0.8 million in contingent payment consideration in conjunction
with the acquisition if specified future operational objectives are met. The
Company recorded acquisition-date fair value of this contingent liability based
on the likelihood of the contingent earn-out payment. The earn-out payment will
subsequently be remeasured to fair value each reporting date.

On March 31, 2021, the Company acquired a 70% interest in a five-clinic physical
therapy practice with the practice founders retaining 30%.  When acquired, the
practice was developing a sixth clinic which has been completed. The purchase
price for the 70% interest was approximately $12.0 million, of which $11.7
million was paid in cash and $0.3 million is in the form of a note payable. 

The

note accrues interest at 3.25% per annum and the principal and interest are
payable on March 31, 2023.

On March 27, 2020, in response to the COVID-19 pandemic, the federal government
approved the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").
The CARES Act provided waivers, reimbursement, grants and other funds to assist
health care providers during the COVID-19 pandemic, including $100.0 billion in
appropriations for the Public Health and Social Services Emergency Fund, also
referred to as the Provider Relief Fund, to be used for preventing, preparing,
and responding to the coronavirus, and for reimbursing eligible health care
providers for lost revenues and health care related expenses that are
attributable to COVID-19.

The CARES Act allowed for qualified healthcare providers to receive advanced
payments under the Medicare Accelerated and Advance Payment Program ("MAAPP
Funds") during the COVID-19 pandemic. Under this program, healthcare providers
could choose to receive advanced payments for future Medicare services provided.
The Company applied for and received approval from Centers for Medicare &
Medicaid Services ("CMS") in April 2020. The Company recorded the $14.1 million
in advance payments received as a liability. During the 2021 First Quarter, the
Company repaid the MAAPP Funds of $14.1 million rather than applying them to
future services performed.

Historically, we have generated sufficient cash from operations to fund our
development activities and to cover operational needs. We plan to continue
developing new clinics and making additional acquisitions. We have from time to
time purchased the non-controlling interests of limited partners in our Clinic
Partnerships. We may purchase additional non-controlling interests in the
future. Generally, any acquisition or purchase of non-controlling interests is
expected to be accomplished using a combination of cash and financing. Any large
acquisition would likely require financing.

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We make reasonable and appropriate efforts to collect accounts receivable,
including applicable deductible and co-payment amounts, in a consistent manner
for all payor types. 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 payor credentialing approval
initially may be delayed for a relatively short transition period. 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 accounts receivable has been outstanding for at least
120 days.

We generally enter into various notes payable as a means of financing our
acquisitions. Our outstanding notes payable as of June 30, 2022 relate to
certain of the acquisitions of businesses and purchases of redeemable
non-controlling interest that occurred in 2018 through June 2022. Typically, the
notes are payable over two years plus any accrued and unpaid interest. Interest
accrues at various interest rates ranging from 3.25% to 5.5% per annum, subject
to adjustment. At June 30, 2022, the balance on these notes payable was $5.7
million.  In addition, we assumed leases with remaining terms of 1 month to 6
years for the operating facilities.

In conjunction with the above-mentioned acquisitions, in the event that a
limited minority partner's employment ceases at any time after a specified date
that is typically between three and five years from the acquisition date, we
have agreed to certain contractual provisions which enable such minority
partners to exercise their right to trigger our repurchase of that partner's
non-controlling interest at a predetermined multiple of earnings before interest
and taxes.

As of June 30, 2022, we have accrued $7.9 million related to credit balances due
to patients and payors.  This amount is expected to be paid in the next twelve
months.

From September 2001 through December 31, 2008, our Board of Directors ("Board")
authorized us to purchase, in the open market or in privately negotiated
transactions, up to 2,250,000 shares of our common stock. In March 2009, the
Board authorized the repurchase of up to 10% or approximately 1,200,000 shares
of our common stock ("March 2009 Authorization"). Our Amended Credit Agreement
permits share repurchases of up to $15,000,000, subject to compliance with
covenants. We are required to retire shares purchased under the March 2009
Authorization.

There is no expiration date for the share repurchase program. As of June 30,
2022, there are currently an additional estimated  137,363 shares (based on the
closing price of $109.20 on June 30, 2022) that may be purchased from time to
time in the open market or private transactions depending on price, availability
and our cash position. We did not purchase any shares of our common stock during
the six months ended June 30, 2022.

FACTORS AFFECTING FUTURE RESULTS

The risks related to our business and operations include:

• the multiple effects of the impact of public health crises and

epidemics/pandemics, such as the novel strain of COVID-19 and its variants, for

which the total financial magnitude cannot be currently estimated;

• 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;

• 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;

• 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 COVID-19 related vaccination 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;

• changes as the result of government enacted national healthcare reform;

• 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;



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• revenue and earnings expectations;

• 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;

• availability and cost of qualified physical therapists;

• personnel productivity and retaining key personnel;

• competitive environment in the industrial injury prevention services business,

which could result in the termination or nonrenewal of contractual service

arrangements and other adverse financial consequences for that service line;

• 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 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.

In addition to the above, see Risk Factors in Part 2 - Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2021 and the additional risk
factor below:

Our debt and financial obligations could adversely affect our financial
condition, our ability to obtain future financing, and our ability to operate
our business.

We have outstanding debt obligations that could adversely affect our financial
condition and limit our ability to successfully implement our business strategy.
Furthermore, from time to time, we may need additional financing to support our
business and pursue our business strategy, including strategic acquisitions. Our
ability to obtain additional financing, if and when required, will depend on
investor demand, our operating performance, the condition of the capital
markets, and other factors. We cannot assure that additional financing will be
available to us on favorable terms when required, or at all.
Our loan agreements contain certain restrictions and requirements that among
other things:

• require us to maintain a quarterly fixed charge coverage ratio and minimum

working capital ratio;

• limit our ability to obtain additional financing in the future for working

capital, capital expenditures and acquisitions, to fund growth or for general

corporate purposes;

• limit our future ability to refinance our indebtedness on terms acceptable to

us or at all;

• limit our flexibility in planning for or reacting to changes in our business

and market conditions or in funding our strategic growth plan; and

• impose on us financial and operational restrictions.

Our ability to meet our debt service obligations will depend on our future
performance, which will be affected by the other risk factors described in our
Annual Report on Form 10-K filed on March 1, 2022. If we do not generate enough
cash flow to pay our debt service obligations, we may be required to refinance
all or part of our existing debt, sell our assets, borrow more money or raise
equity. There is no guarantee that we will be able to take any of these actions
on a timely basis, on terms satisfactory to us, or at all.

If we fail to satisfy our debt service obligations or the other restrictions and
requirements in our loan agreements, we could be in default. Unless cured or
waived, a default would permit lenders to accelerate the maturity of the debt
under the credit agreement and to foreclose upon the collateral securing the
debt.

Our outstanding loans bear interest at variable rates. In response to the
variable rates, we entered into entered into an interest rate swap agreement.
See above for further discussion of this swap agreement.

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Forward-Looking Statements

We make statements in this report that are considered to be 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 are those relating to
opening 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 the risks listed above.

Many factors are beyond our control. Given these uncertainties, you should not
place undue reliance on our forward-looking statements. Please see the other
sections of this report and our other periodic reports filed with the Securities
and Exchange Commission (the "SEC") for more information on these factors. Our
forward-looking statements represent our estimates and assumptions only as of
the date of this report. Except as required by law, we are under no obligation
to update any forward-looking statement, regardless of the reason the statement
may no longer be accurate.