Current Report Filing (8-k)
May 12 2014 - 4:12PM
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 12, 2014
(May 12, 2014)
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 12, 2014, U.S. Physical Therapy, Inc. (the “Company”)
announced that its Chief Executive Officer, Chris Reading, and its Chief
Financial Officer, Larry McAfee, will present at the Bank of America
Merrill Lynch 2014 Healthcare Conference on Wednesday, May 14,
2014. The presentation will cover an overview of the Company. The
conference is being held at the Encore at the Wynn Hotel in Las Vegas,
Nevada.
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
and certain tax adjustments. All adjustments are described in our
Annual Report on Form 10-K for the year ended December 31,
2013. 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 12, 2014.
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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 12, 2014
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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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Exhibit 99.1
U.S.
Physical Therapy to Present at the Bank of America Merrill Lynch 2014
Healthcare Conference
HOUSTON--(BUSINESS WIRE)--May 12, 2014--U.S. Physical Therapy, Inc.
(NYSE: USPH), a national operator of physical therapy outpatient clinics
(the “Company”), today announced that its Chief Executive Officer, Chris
Reading, and its Chief Financial Officer, Larry McAfee, will present at
the Bank of America Merrill Lynch 2014 Healthcare Conference on
Wednesday, May 14, 2014. The presentation will cover an overview of the
Company. The conference is being held at the Encore at the Wynn Hotel in
Las Vegas, Nevada.
A copy of the presentation is posted on the Company’s website at www.usph.com.
About U.S. Physical Therapy, Inc.
Founded in 1990, U.S. Physical Therapy, Inc. operates 485 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 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.
CONTACT:
U.S. Physical Therapy, Inc.
Larry McAfee, (713) 297-7000
Chief
Financial Officer
or
Chris Reading, (713) 297-7000
Chief
Executive Officer
or
Westwicke Partners
Bob East, (443) 213-0502
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