Current Report Filing (8-k)
September 11 2017 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): September 11, 2017
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)
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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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(713)
297-7000
(Registrant’s
telephone number, including area code)
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))
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
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Regulation FD Disclosure
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On September 11, 2017, U.S. Physical Therapy, Inc. (the “Company”)
announced that its Chief Financial Officer, Larry McAfee, will present
at the 2017 Credit Suisse Under Followed Opportunities Conference on
Wednesday, September 13, 2017. The presentation will cover an overview
of the Company. The conference is being held in Boston, Massachusetts.
A copy of the investor presentation may be assessed on the Company’s
website, www.usph.com.
The presentation includes a discussion of operating results and Adjusted
EBITDA, non-GAAP (generally accepted accounting principles) financial
measures. The presentation includes tables that reconcile net income
attributable to USPH shareholders calculated in accordance with GAAP to
operating results and Adjusted EBITDA. Management believes providing
operating results and Adjusted EBITDA to investors is useful information
for comparing the Company's period-to-period results.
Operating results is defined as USPH’s net income attributable to common
shareholders prior to interest expense – mandatorily redeemable
non-controlling interests – change in redemption value, net of
tax. Management uses operating results, which eliminates this non-cash
item that can be subject to volatility, as one of the principal measures
to evaluate and monitor financial performance period over period.
Management believes that operating results is useful information for
investors to use in comparing the Company's period-to-period results as
well as for comparing with other similar businesses since most do not
have mandatorily redeemable instruments and therefore have different
liability and equity structures.
Adjusted EBITDA is defined as earnings before interest income, interest
expense – mandatorily redeemable non-controlling interests – change in
redemption value, interest expense – debt and other, taxes,
depreciation, amortization and equity-based awards compensation
expense. Management believes reporting Adjusted EBITDA is useful
information for investors in comparing the Company’s period-to-period
results as well as comparing with similar businesses which report
adjusted EBITDA as defined by their company.
Operating results and Adjusted EBITDA are not measures of financial
performance under GAAP. Adjusted EBITDA and Adjusted Net Income should
not be considered in isolation or as an alternative to, or substitute
for, net income attributable to USPH shareholders presented in the
consolidated financial statements.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including the exhibits, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other
document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Description of Exhibit
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99.1
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Registrant’s press release dated September 11, 2017. **
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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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September 11, 2017
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/s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
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Chief Financial Officer
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INDEX TO EXHIBITS
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