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 1, 2020
 
 
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)
 
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
Name of each exchange on which registered
 
Symbol(s)
 
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 8.01  OTHER EVENTS
 
Sale of Interest in Four Partnerships

On June 30, 2020, U.S. Physical Therapy, Inc. sold its interest in four wholly-owned previously closed clinics for an aggregate sale price of $100,000. The Company will retain the accounts receivable.
The Company will record a pre-tax gain of approximately $0.2 million on the sale.

Summary of Risk Factors
Our business can be affected by certain risks, uncertainties and factors which include, but are not limited to:
•
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 cannot be currently 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;
•
revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
•
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.

Refer to Item 1A. Risk Factors in the Company’s Quarterly Report on Form 10-Q filed on May 21, 2020 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 28, 2020 for a listing and explanation of risk factors.




 

 
 
     



 



 
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 1, 2020
 
  
 
By:
 
/s/ LAWRANCE W. MCAFEE
  
 
 
  
 
  
 
Lawrance W. McAfee
  
 
 
  
 
  
 
Chief Financial Officer
  
 
 
  
 
  
 
(duly authorized officer and principal financial and accounting officer)