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 30, 2020
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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1-11151
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76-0364866
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1300 West Sam Houston Parkway South,
Suite 300, Houston, Texas
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77042
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value
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USPH
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New York Stock Exchange
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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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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As a result of the current business environment, U.S. Physical Therapy, Inc. (the
“Company” “we” and “our”) reported today that Mr. Lawrance McAfee, the Company’s Executive Vice President and Chief Financial Officer, has agreed not to retire on October 1, 2020, as previously announced on a Current Report on Form 8-K filed on
January 14, 2020. Mr. McAfee will defer retirement until a later date. Accordingly, the Company has temporarily suspended the search for a successor.
| Item 8.01 |
Other Events.
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Board Director Fees
Also, the Company reported today that the Company’s Board of Directors (the “Board”) has agreed to a reduction of 50% in its quarterly retainer fees,
committee chairman fees and committee meeting fees.
Annual Meeting Schedule
Additionally, the Board has decided not to hold the 2020 Annual Meeting of Stockholders (“Annual Meeting”) in May of this year as originally planned. The
Annual Meeting will be scheduled later in the year and appropriate notice will be provided to stockholders. The deadline in order for a shareholder proposal to be considered for inclusion in the proxy statement and form of proxy relating to the
Annual Meeting will be adjusted so that stockholders will have sufficient time to submit any such proposals before the proxy materials are printed and mailed to stockholders.
Risk Factors
Our business can be affected by certain risks, uncertainties and factors which include, but are not limited to:
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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;
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changes as the result of government enacted national healthcare reform;
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changes in Medicare rules and guidelines and reimbursement or failure of our clinics to maintain their Medicare certification and/or enrollment status;
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revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
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business and regulatory conditions including federal and state regulations;
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governmental and other third party payor inspections, reviews, investigations and audits, which may result in sanctions or reputational harm and increased
costs;
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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;
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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;
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revenue and earnings expectations;
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legal actions, which could subject us to increased operating costs and uninsured liabilities;
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general economic conditions;
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availability and cost of qualified physical therapists;
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personnel productivity and retaining key personnel;
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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;
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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;
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acquisitions, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the acquired businesses;
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maintaining our information technology systems with adequate safeguards to protect against cyber-attacks;
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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;
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maintaining adequate internal controls;
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maintaining necessary insurance coverage;
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availability, terms, and use of capital; and
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weather and other seasonal factors.
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Refer to the Company’s Annual Report on Form 10-K – Item 1A. Risk Factors - filed on February 28, 2020 and the Current Report on Form 8-K filed on March
26, 2020 – Item 8.01 Other Events – Amendment to Risk Factors - 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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: March 30, 2020
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By:
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/s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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