Current Report Filing (8-k)
December 07 2012 - 1:11PM
Edgar (US Regulatory)
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 7, 2012
(December
7, 2012)
U.S.
PHYSICAL THERAPY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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1-11151
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76-0364866
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(State or other jurisdiction of
incorporation or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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1300 West Sam Houston Parkway South, Suite 300, Houston,
Texas
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77042
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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 7.01 Regulation FD Disclosure.
On December 7, 2012,
U. S. Physical Therapy, Inc. (the “Company”)
announced that its Chief Executive Officer, Chris Reading, will present
at the Oppenheimer 23
rd
Annual Healthcare Conference on
Wednesday, December 12, 2012. The presentation will cover an overview
of the Company. The conference is being held at the Waldorf Astoria
Hotel in New York City.
A copy of the updated presentation is posted on the Company’s website,
www.usph.com.
The investor presentation contains certain non-GAAP financial measures
as defined under Regulation G of the rules and regulations of the
SEC. These non-GAAP financial measures contained in the presentation
include a presentation of Adjusted Net Income Attributable to Common
Shareholders (“Adjusted Net Income”) and Adjusted EBITDA. Adjusted Net
Income equals net income attributable to common shareholders (“Net
Income”) less after-tax effect of 2011 gain on purchase price
settlement, 2010 gain on sale of five clinic joint venture and 2010
positive adjustment to income tax provision. All adjustments are
described in our Annual Report on Form 10-K for the year ended December
31, 2011. Adjusted EBITDA equals Net Income before interest, taxes,
depreciation and amortization and equity compensation expense and above
mentioned adjustments to arrive at Adjusted Net Income. See the last
pages of the investor presentation which includes a reconciliation of
Net Income to Adjusted Net Income and Net Income to Adjusted
EBITDA. Management believes providing these non-GAAP financial
measurements to investors are useful information for comparing the
Company’s period-to-period results.
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
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Description of Exhibits
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99.1 *
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Registrant's press release dated December 7, 2012 announcing
presentation at the Oppenheimer 23rd Annual Healthcare Conference
on December 12, 2012.
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*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.
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U.S. PHYSICAL THERAPY, INC.
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Dated:
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December 7, 2012
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By:
/s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
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Chief Financial Officer
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(duly authorized officer and principal financial
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and accounting officer)
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