Current Report Filing (8-k)
May 16 2013 - 2:14PM
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): May 16, 2013
(May 16, 2013)
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 May 16, 2013, U. S. Physical Therapy, Inc. (the “Company”)
announced that its Chief Financial Officer, Larry McAfee, will present
at the 2013 UBS Global Healthcare Conference on Tuesday, May 21,
2013. The presentation will cover an overview of the Company. The
conference is being held at the Sheraton New York 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. All adjustments are described in our Annual Report on Form
10-K for the year ended December 31, 2012. Adjusted EBITDA equals Net
Income before interest, taxes, depreciation and amortization, equity
compensation expense and above mentioned adjustment 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 May 16, 2013 announcing
presentation at the 2013 UBS Global Healthcare Conference on May 21,
2013.
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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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May 16, 2013
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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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