0001157523-13-005745.txt : 20131210 0001157523-13-005745.hdr.sgml : 20131210 20131210112420 ACCESSION NUMBER: 0001157523-13-005745 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131210 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131210 DATE AS OF CHANGE: 20131210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S PHYSICAL THERAPY INC /NV CENTRAL INDEX KEY: 0000885978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 760364866 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11151 FILM NUMBER: 131267550 BUSINESS ADDRESS: STREET 1: 1300 WEST SAM HOUSTON PARKWAY STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77043 BUSINESS PHONE: 7132977000 MAIL ADDRESS: STREET 1: 1300 WEST SAM HOUSTON PARKWAY STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77043 8-K 1 a50766084.htm U.S. PHYSICAL THERAPY, INC. 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): December 10, 2013 (December 10, 2013)

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 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))


ITEM 8.01   OTHER EVENTS

On December 10, 2013, U.S. Physical Therapy, Inc. (the “Company”) announced it acquired a majority interest in a 12-clinic physical therapy business. The clinics treat approximately 75,000 patient visits per year and generate more than $6.4 million in annual revenue. The 60% majority interest was purchased for $1,683,000.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Description of Exhibits

 
99.1 Registrant's press release dated December 10, 2013.*

*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:

December 10, 2013

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

Press Release dated December 10, 2013.*

 
* Furnished herewith

EX-99.1 2 a50766084ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

U.S. Physical Therapy Completes 12-Clinic Acquisition

HOUSTON--(BUSINESS WIRE)--December 10, 2013--U.S. Physical Therapy, Inc. (NYSE: USPH), a national operator of outpatient physical therapy clinics, reported today that the Company has acquired a majority interest in a 12-clinic physical therapy business. The clinics treat approximately 75,000 patient visits per year and generate more than $6.4 million in annual revenue. The 60% majority interest was purchased for $1,683,000.

About U.S. Physical Therapy, Inc.

Founded in 1990, U.S. Physical Therapy, Inc. operates 463 outpatient physical and occupational therapy clinics in 43 states. The Company's clinics provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. In addition to owning and operating clinics, the Company manages 20 physical therapy facilities for third parties, including hospitals and physician groups.

More information about U.S. Physical Therapy, Inc. is available at www.usph.com. The information included on that website is not incorporated into this press release.


Forward-Looking Statements

This press release contains statements that are considered to be forward-looking within the meaning under Section 21E of the Securities Exchange Act of 1934, as amended. 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 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:

  • changes in Medicare guidelines and reimbursement or failure of our clinics to maintain their Medicare certification status;
  • business and regulatory conditions including federal and state regulations;
  • changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients;
  • revenue and earnings expectations;
  • general economic conditions;
  • changes as the result of government enacted national healthcare reform;
  • availability and cost of qualified physical and occupational therapists;
  • personnel productivity;
  • competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain operations and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;
  • maintaining adequate internal controls;
  • availability, terms, and use of capital;
  • acquisitions, purchase of non controlling interests (minority interests) and the successful integration of the operations of the acquired businesses; and
  • weather and other seasonal factors.

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

CONTACT:
U.S. Physical Therapy, Inc.
Larry McAfee, (713) 297-7000
Chief Financial Officer
or
Chris Reading, (713) 297-7000
Chief Executive Officer
or
The Ruth Group
Stephanie Carrington, (646) 536-7017