USPH U.S. Physical Therapy
Filed: 6 May 21, 9:03am
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2021
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
|(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(b) 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))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, $.01 par value||USPH||New York Stock Exchange|
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL RESULTS.
On May 6, 2021, U.S. Physical Therapy, Inc. ("USPH" or the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, reported results for the first quarter ended March 31, 2021 (“2021 First Quarter”).
The press release includes a discussion of Operating Results and Adjusted EBITDA, non-GAAP (generally accepted accounting principles) financial measures. See pages 11 and 12 of the press release, attached as Exhibit 99.1, for a definition of Operating Results and Adjusted EBITDA and for a reconciliation of those measures to the most directly comparable financial measure calculated and presented in accordance with GAAP.
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.
A copy of the press release is attached hereto as Exhibit 99.1
ITEM 8.01 OTHER EVENTS
See Item 2.02 above. The quarterly dividend of 2021 for $0.35 per share will be paid on June 11, 2021 to shareholders of record as of May 14, 2021.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
|Exhibits||Description of Exhibits|
|Registrant's Press Release dated May 6, 2021*|
* Filed herewith.
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: May 6, 2021||By:||/s/ CAREY HENDRICKSON|
|Chief Financial Officer|
|(duly authorized officer and principal financial and accounting officer)|