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): October 7, 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: (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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company 

 
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 1.01   Entry into a Material Definitive Agreement.
 
On October 7, 2024, U.S. Physical Therapy, Ltd. (“USPT Ltd.”), a wholly-owned subsidiary of U.S. Physical Therapy, Inc. (the “Company”), entered into an Equity Interest Purchase Agreement (the “Purchase Agreement”) with MSO Metro, LLC (“Metro”), the members of Metro, and Michael G. Mayrsohn, as Sellers’ Representative, pursuant to which the Company, through USPT Ltd., acquired a 50% interest in, and will become the managing member of, Metro.  Metro manages 50 outpatient clinics, the majority of which are in New York, with plans to further expand in New York and adjacent states. The Metro-managed clinics deliver physical, occupational and speech therapy and also provide physical therapy services to patients in their homes.  The Purchase Agreement includes customary representations, warranties, covenants and indemnification.  The Company expects the transactions contemplated by the Purchase Agreement to close on October 31, 2024, subject to customary closing conditions.
USPT Ltd. will acquire its 50% equity interest in Metro for a purchase price of approximately $76.5 million, $75 million of which will be funded by its cash on hand and the remaining $1.5 million through the issuance of shares of the Company’s common stock based on a trailing five-day average as of the closing.  The shares of the Company’s common stock will be issued in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”).   The Purchase Agreement also includes an earnout where the sellers can earn up to another $20.0 million of consideration if certain performance criteria relating to the Metro business are achieved.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 3.02   Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 of this Form 8-K relating to the issuance of shares of the Company’s common stock in connection with the transactions contemplated by the Purchase Agreement is incorporated by reference into this Item 3.02.

ITEM 7.01   Regulation FD Disclosure.
On October 7, 2024, the Company issued a press release announcing the execution of the Purchase Agreement referred to on this Form 8-K.  A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 (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 is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

     
Exhibits
  
Description of Exhibits
   (d) Exhibits.
 
 Registrant's Press Release dated October 7, 2024 

104
  
 Cover Page Interactive Data File (embedded within the inline XBRL document)

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: October 7, 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: Chendrickson@usph.com
Chris Reading, Chief Executive Officer
(713) 297-7000
Three Part Advisors
Joe Noyons
(817) 778-8424



U.S. Physical Therapy Announces Acquisition of
50-Clinic Physical Therapy Management Services Organization


Houston, TX, October 7, 2024  - U.S. Physical Therapy, Inc. ("USPH") (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, today announced that it has signed an agreement to purchase a 50% equity interest in a management services organization (the “Company”) that provides management and administrative services to 50 physical therapy clinics.  The Company expects to close the transaction on October 31, 2024. 
The Company manages 50 outpatient clinics, the majority of which are in New York, with plans to further expand in New York and adjacent states. The Company-managed clinics deliver physical, occupational and speech therapy and also provide physical therapy services to patients in their homes. Through its managed therapy providers, the Company currently generates approximately $64.0 million in annual revenue and approximately $12.0 million in annual EBITDA on a consolidated basis.  The current owners of the Company will continue to have a 50% ownership interest.  The Chief Executive Officer of the Company, who will remain with the Company as its executive leader, joined the Company in 2016 and has grown the group of managed clinics from five clinics to 50 clinics.

Chris Reading, Chief Executive Officer of USPH, stated, “We are extremely excited about this partnership. We have been working on this for some time and look forward to completing this transaction by month's end. I am especially impressed by the  leadership of what will soon be our newest and largest PT partnership. The CEO has assembled a dedicated and capable executive team who have demonstrated their collective ability to oversee and deliver exceptional care to their patients while growing their company at an extraordinary rate.  Our entire team looks forward to completing this opportunity while assisting our newest partners on their outsized growth vision for the region.”

BofA Securities, Inc. acted as financial advisor to USPH on this transaction.  Livingstone Partners LLC acted as advisor to the Company.
About U.S.  Physical Therapy, Inc.
Founded in 1990, U.S. Physical Therapy, Inc. operates approximately 687 outpatient physical therapy clinics in 42 states. USPH’s 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. In addition to owning and operating clinics, USPH manages 40 physical therapy facilities for unaffiliated third parties, including hospitals and physician groups. 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.