Form 8-K - Current report

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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): December 2, 2024

 U.S. PHYSICAL THERAPY, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-11151		76-0364866
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1300 WEST SAM HOUSTON PARKWAY, SUITE 300, HOUSTON, Texas		77043
(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.
 

On December 2, 2024 – U.S. Physical Therapy, Inc. (the Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, announced the acquisition of a hand and physical therapy practice with eight clinic locations in Wyoming which currently generates approximately $6.5 million in annual revenues and 43,000 in annual visits.  The Company acquired a 75% interest in the Company with the current owners retaining a 25% ownership interest.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on 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.

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ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

Exhibits		Description of Exhibits
99.1		Registrant's Press Release dated December 2, 2024

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: December 2, 2024				By:		/s/ CAREY HENDRICKSON
						Carey Hendrickson
						Chief Financial Officer
						(duly authorized officer and principal financial and accounting officer)

CONTACT:

U.S. Physical Therapy, Inc.

Carey Hendrickson, Chief Financial Officer

          Email: [e-mail]

Chris Reading, Chief Executive Officer

[phone]

Three Part Advisors

Joe Noyons

[phone]

U.S. Physical Therapy Announces the Acquisition
of an Eight-Clinic Hand and Physical Therapy Practice

Houston, TX, December 2, 2024 – U.S. Physical Therapy, Inc. (the Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, announced the acquisition of a hand and physical therapy practice with eight clinic locations in Wyoming which currently generates approximately $6.5 million in annual revenues and 43,000 in annual visits.  The Company acquired a 75% interest in the Company with the current owners retaining a 25% ownership interest.

Chris Reading, Chief Executive Officer, said, “We are excited to welcome our newest partners into our USPH family. The founders have forged a tremendous asset for patients in their communities.  On behalf of our entire team, we all look forward to assisting and supporting them as they work to make a difference in the lives of the patients and families that they serve.”

About U.S.  Physical Therapy, Inc.

Founded in 1990, U.S. Physical Therapy, Inc. owns and/or manages 764 outpatient physical therapy clinics in 43 states. USPH 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.  USPH also has an industrial injury prevention business which provides onsite services for clients’ employees including injury prevention and rehabilitation, performance optimization, post-offer employment testing, functional capacity evaluations, and ergonomic assessments.

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.

Document and Entity Information	Dec. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 02, 2024
Entity File Number	001-11151
Entity Registrant Name	U S PHYSICAL THERAPY INC /NV
Entity Central Index Key	0000885978
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	76-0364866
Entity Address, Address Line One	1300 WEST SAM HOUSTON PARKWAY
Entity Address, Address Line Two	SUITE 300
Entity Address, City or Town	HOUSTON
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77043
City Area Code	713
Local Phone Number	297-7000
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	USPH
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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