Current Report Filing (8-k)

falseU S PHYSICAL THERAPY INC /NV000088597800008859782021-07-262021-07-26

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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): July 26, 2021

 U.S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

Nevada		1-11151		76-0364866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1300 West Sam Houston Parkway South, Suite 300, Houston, Texas		77042
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

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.

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ITEM 8.01   Other Event.

U.S. Physical Therapy, Inc. (the “Company”) experienced continued strength in patient volumes throughout the second quarter of 2021, with average visits per clinic per day of 30.0 for the three months ended June 30, 2021 (“2021 Second Quarter”), the highest number of average visits per clinic per day for a quarter in the Company’s history and exceeding pre-COVID volume levels.  Average visits per clinic per day of 30.0 for the 2021 Second Quarter compares to 18.9 in the second quarter of 2020 and 28.2 in the second quarter of 2019.  Also, the Company’s salaries and related labor costs for its physical therapy operations in the 2021 second quarter were lower as a percentage of revenues than in the first quarter of 2021. 

As previously announced, U.S. Physical Therapy will issue its financial results for the second quarter and six months ended June 30, 2021, on Thursday, August 5, 2021, before the opening of the stock market, with a conference call hosted by the Company’s management at 10:30 am Eastern/9:30 am Central time.

Summary of Risk Factors:

Our business can be affected by certain risks, uncertainties and factors which include, but are not limited to:

•	occurrence of the multiple effects of the impact of public health crises and epidemics/pandemics, such as the novel strain of  COVID-19 (coronavirus) which the financial magnitude and timing cannot be estimated;

•	changes as the result of government enacted national healthcare reform;

•	changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status, including the Medicare reimbursement reductions;

•	revenue we receive from Medicare and Medicaid being subject to potential retroactive reductions;

•	business and regulatory conditions including federal and state regulations;

•	governmental and other third-party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased costs;

•	compliance with federal and state laws and regulations relating to the privacy of individually identifiable patient information, and associated fines and penalties for failure to comply;

•	changes in reimbursement rates or payment methods from third party payors including government agencies, and changes in the deductibles and co-pays owed by patients;

•	revenue and earnings expectations;

•	legal actions, which could subject us to increased operating costs and uninsured liabilities;

•	general economic conditions;

•	availability and cost of qualified physical therapists;

•	personnel productivity and retaining key personnel;

•	competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain clinics and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;

•	competitive environment in the industrial injury prevention business, which could result in the termination or non-renewal of contractual service arrangements and other adverse financial consequences for that service line;

•	acquisitions, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the acquired businesses;

•	maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;

•

a security breach of our or our third party vendors’ information technology systems may subject us to potential legal action and reputational harm and may result in a violation of the Health Insurance Portability and Accountability Act of 1996 of the Health Information Technology for Economic and Clinical Health Act;

•	maintaining adequate internal controls;

•	maintaining necessary insurance coverage;

•	availability, terms, and use of capital; and

•	weather and other seasonal factors.

See Risk Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020.

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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.

				U.S. PHYSICAL THERAPY, INC.
Dated: July 26, 2021				By:		/s/ CAREY HENDRICKSON
						Carey Hendrickson
						Chief Financial Officer
						(duly authorized officer and principal financial and accounting officer)