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): February 24, 2022


 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)
   
☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.01 par value
USPH
New York Stock Exchange

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.
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ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL RESULTS.

On February 24, 2022, U.S. Physical Therapy, Inc. ("USPH" or the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services,  reported results for the fourth quarter and year ended December 31, 2021.
The press release includes a discussion of Operating Results, Adjusted EBITDA, Gross profit less closure costs and Operating cost less closure costs, non-GAAP (generally accepted accounting principles) financial measures. See pages 15, 16,  and 17 of the press release, attached as Exhibit 99.1, for a definition of Operating Results, Adjusted EBITDA, Gross profit less closure costs, and Operating cost less closure costs, and for a reconciliation of those measures to the most directly comparable financial measure calculated and presented in accordance with GAAP.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

A copy of the press release is attached hereto as Exhibit 99.1

ITEM 8.01   OTHER EVENTS

See Item 2.02 above. The Board of Directors of the Company declared a quarterly dividend of $0.41 per share payable on April 8, 2022 to shareholders of record on March 14, 2022.


ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

     
Exhibits
  
Description of Exhibits
   
 
 Registrant's Press Release dated February 24, 2022*

* Filed 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: February 24, 2022 
     
By:
  
/s/ CAREY HENDRICKSON
  
           
Carey Hendrickson
  
           
Chief Financial Officer
  
           
(duly authorized officer and principal financial and accounting officer)