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, 2019

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:

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

☐ Soliciting material pursuant to Rule 14a-12 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))

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, 2019 with its Proxy Statement for the Annual Meeting to be held on May 21, 2019 and its Annual Report on Form 10-K for the year ended December 31, 2018, is attached as Exhibit 99.1.

The Shareholders letter includes a discussion of Operating Results, a non-GAAP (generally accepted accounting principles) financial measure. Operating Results for the year equals net income attributable to USPH shareholders less a gain resulting from a liability no longer deemed payable, net of taxes. See table below for a reconciliation between Operating Results and net income attributable to USPH shareholders.

A copy of the shareholders letter is attached hereto as Exhibit 99.1

	Year Ended December 31,
	2018			2017
Computation of earnings per share - USPH shareholders
Net income attributable to USPH shareholders	$	34,873		$	22,256
Charges to retained earnings:
Revaluation of redeemable non-controlling interest		(24,770	)		(201	)
Tax effect at statutory rate (federal and state) of 26.25% and 39.25%, respectively		6,502			75
	$	16,605		$	22,130
Basic and diluted per share	$	1.31		$	1.76
Adjustments:
Tax benefit - revaluation of deferred tax assets and liabilities		-			(4,325	)
Gain on derecognition of debt		(1,846	)		-
Interest expense MRNCI * - change in redemption value		-			12,894
Cost related to restatement of financials - legal and accounting		-			670
Revaluation of redeemable non-controlling interest		24,770			201
Tax effect at statutory rate (federal and state) of 26.25% and 39.25%, respectively		(6,018	)		(5,405	)
Operating results	$	33,511		$	26,165
Basic and diluted operating results per share	$	2.65		$	2.08
Shares used in computation:
Basic and diluted		12,666			12,570

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
99.1	2018 Letter to Shareholders dated April 5, 2019. **

** 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, 2019	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	2018 Letter to Shareholders

EX-99.1

Exhibit 99.1

Dear U.S. Physical Therapy Shareholder:

Over these past 16 years, I have noticed that my shareholder letters are becoming more concise. I think that’s because we have endeavored to be good, consistent communicators with our shareholders regarding our opportunities and plans, as well as our periodic challenges.

At this time last year, I outlined our plan for 2018 which included:

· Adding to our operation’s team in order to assist in driving volume, while getting our cost down at the facility level.

· Further growing and expanding our industrial injury prevention business.

· Delivering on continued organic and acquisition-related expansion in our physical therapy business, centered around good net rate markets and led by exceptional people.

I am happy to report that we made meaningful progress in all of these key areas for 2018. Our “key people additions” have added measurably to our current and long term capability. We enjoyed a record year for same store growth in our visits fueled by excellent, compassionate care and service, driven by our extraordinary team of partners, directors and sales team members. On the expansion front, we completed deals in physical therapy as well as our industrial injury prevention business. Additionally, we delivered a solid year of de novo (satellite) growth within our top 20 largest and most successful partnerships, further strengthening our market position in these important states and communities.

Additional key highlights for 2018 include:

· Operating results (as defined in our Form 10-K) grew by 28.1%.

· Industrial injury prevention revenue grew by 70.8%; operating income grew by 261.6%.

· Margins improved in our physical therapy business from 22.5% to 22.7% and in our industrial injury prevention business from 13.3% to 20.4% by year end.

For 2019, you can expect more of the same focus from our team. One of our long term strengths has been our ability to attract and retain outstanding individuals who make meaningful long-term contributions. We believe that people matter and we expect to continue to execute on our opportunity and responsibility to grow through outstanding care and service to our patients and to all of our stakeholders.

In closing, let me just say that the past 16 years have been incredibly rewarding for me. I am thankful as well as grateful to lead such a capable and caring team. I remain excited about our opportunities both this year and for the foreseeable future. Thanks so much for your interest and support! God bless!

Sincerely,

Chris Reading, PT

President & CEO          

1300 W. Sam Houston Pkwy S.:: Suite 300 :: Houston, Texas 77042 713.297.7000 :: 713.297.7090 Fax :: www.usph.com

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