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): March 7, 2019
 
 
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: (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(b))
 
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 2.02   RESULTS OF OPERATIONS AND FINANCIAL RESULTS
 
On March 7, 2019 – U.S. Physical Therapy, Inc. ("USPH" or the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics,  reported results for the fourth quarter and year ended December 31, 2018.
The press release includes a discussion of Operating Results and Adjusted EBITDA, non-GAAP (generally accepted accounting principles) financial measures. See page 9 of the press release, attached as Exhibit 99.1, for a definition of Operating Results and Adjusted EBITDA  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 first quarterly dividend of 2019 for $0.27 per share will be paid on April 19, 2019 to shareholders of record as of March 20, 2019.
 
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS
 
     
Exhibits
  
Description of Exhibits
   
 Registrant's press release dated March 7, 2019  *
 
* Filed 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.
 
               
 
 
  
 
U.S. PHYSICAL THERAPY, INC.
  
         
Dated: March 7, 2019
 
  
 
By:
 
/s/ LAWRANCE W. MCAFEE
  
 
 
  
 
  
 
Lawrance W. McAfee
  
 
 
  
 
  
 
Chief Financial Officer
  
 
 
  
 
  
 
(duly authorized officer and principal financial and accounting officer)