8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2018

U.S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

Nevada	1-11151	76-0364866
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1300 West Sam Houston Parkway South, Suite 300, Houston, Texas	77042
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 297-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                                                                                                   Emerging growth company                    ☐                  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 7.01 Regulation FD Disclosure.

The Company's Letter to Shareholders ("Shareholder Letter"), which will be mailed to the Company's shareholders on or about April 9, 2018 with its Proxy Statement for the Annual Meeting to be held on May 22, 2018 and Annual Report on Form 10-K for the year ended December 31, 2017, is attached as Exhibit 99.1.

Pursuant to the rules of the Securities and Exchange Commission, the information contained in this report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filings by the Company under such Act or the Securities Act of 1933, as amended.

      Item 9.01       FINANCIAL STATEMENTS AND EXHIBITS

Exhibits		Description of Exhibits
(a)	None.
(b)	None.
(c)	Exhibits
Exhibits		Description of Exhibits
99.1		2017 Letter to Shareholders dated April 5, 2018 . **

** Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. PHYSICAL THERAPY, INC.
Dated: April 5, 2018	By:	/s/ LAWRANCE W. MCAFEE
		Lawrance W. McAfee
		Chief Financial Officer
		(duly authorized officer and principal financial            and accounting officer)

INDEX TO EXHIBITS

EXHIBIT DESCRIPTION OF EXHIBIT

99.1          2017 Letter to Shareholders

EX-99.1

EXHIBIT 99.1

Dear U.S. Physical Therapy Shareholder:

This year will mark 15 years that our executive team has been together since arriving in late 2003. Led by our committed group of partners coupled with our Houston-based support group, our Company has grown and matured remarkably over that period. While much has changed, we continue to steadfastly believe that having local, clinical partners with skin in the game gives us a notable advantage for care, stability and growth opportunity in these markets. 

In 2017, we made the decision to further grow and expand our regional operation’s team, adding a sixth region while further adding to our sales support capabilities. Additionally, based on that growth, we made the decision to add to our executive team, splitting the country into relative halves for our Chief Operating Officer position. While much of that was being worked on in the latter part of 2017, it came together completely late in the most recent quarter.

I believe these changes and additions will assist in helping us continue our strong growth pattern while better enabling us to dial in our cost at the local clinic level.

2017 was a very strong development year for our Company as outlined further below. One of our important acquisitions included a partnership exclusively focused on injury prevention in the work place. Our Briotix partners currently perform services in approximately 200 locations across a 20 state platform. Current customers include a who’s who list of Fortune 500 and 100 companies that see the need and the value in a healthy, injury-free workforce. 

Other key highlights from 2017 include:

 Net Revenues increased 16%

 Same store volume increased 4%

 Operating income rose 10.4% on the year while finishing the year up a strong 27% in the 4^th quarter

 Development activities enabled us to add 5 great acquisitions resulting in 39 acquired locations. Further, de novo activity added 22 satellite locations across many of our strongest partnerships.

As the graphic below illustrates, as a team we produced an excellent long term return for our shareholders while working hard every day to deliver outstanding, patient-centric, life-improving care for our patients and their families.

2018 brings continued opportunities:

 Acquisition-related as well as de novo expansion

 Improved cost to volume alignment

 Additional resources for operations

 Industrial injury prevention development

Healthcare is challenging on many fronts, but we believe with the strength of our partners combined with the depth of our entire team, that we can continue to realize significant growth opportunities for the foreseeable future.

On behalf of our entire management team we look very forward to continuing our journey started nearly 15 years ago. It has been a lot of work and a whole lot of fun and we aren’t done yet. Thanks for your interest as well as your support. God Bless!

Sincerely,

Chris Reading, PTPresident & CEO