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): January 3, 2008
(January 3, 2008)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-11151 76-0364866
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation
or organization)
1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042
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(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))
Item 8.01 Other Events
Effective January 1, 2008, U.S. Physical Therapy, Inc. (the "Company") acquired
a physical therapy practice located in Oakland County, Michigan. The purchase
price was $2,800,000 in cash. For calendar year 2007, the practice saw an
average of approximately 85 to 90 patients per day. Based upon the current run
rate, annualized revenue for this practice is approximately $1,900,000.
This filing contains statements that are considered to be forward-looking within
the meaning under Section 21E of the Securities Exchange Act of 1934. These
statements contain forward-looking information relating to the financial
condition, results of operations, plans, objectives, future performance and
business of our Company and the acquired practice. The forward-looking
statements are based on our current views and assumptions and actual results
could differ materially from those anticipated in such forward-looking
statements as a result of certain risks, uncertainties, and factors, which
include, but are not limited to:
o revenue and earnings expectations;
o general economic, business, and regulatory conditions including
federal and state regulations;
o availability and cost of qualified physical and occupational
therapists;
o personnel productivity;
o changes in Medicare guidelines and reimbursement or failure of our
clinics to maintain their Medicare certification status;
o competitive and/or economic conditions in our markets which may
require us to close certain clinics and thereby incur closure costs
and losses including the possible write-down or write-off of goodwill;
o changes in reimbursement rates or payment methods from third party
payors including government agencies and deductibles and co-pays owed
by patients;
o maintaining adequate internal controls;
o availability, terms, and use of capital;
o acquisitions and the successful integration of the operations of the
acquired businesses; and
o weather and other seasonal factors.
Many factors are beyond our control. Given these uncertainties, you should not
place undue reliance on our forward-looking statements. Please see periodic
reports filed with the Securities and Exchange Commission (the "SEC") for more
information on these factors. Our forward-looking statements represent our
estimates and assumptions only as of the date of this report. Except as required
by law, we are under no obligation to update any forward-looking statement,
regardless of the reason the statement is no longer accurate.
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: January 3, 2008 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer
and principal financial
and accounting officer)