U S Physical Therapy Inc 8-K, filed Dec 1, 2021
U S Physical Therapy Inc (USPH)
8-K
2021-12-01
For: 2021-12-01
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Added on
April 09, 2026
About this 8-K
U S Physical Therapy Inc filed this 8-K on December 1, 2021.
Items reported
- Item 8.01: Other events
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): December 1, 2021
(Exact name of registrant as specified in its charter)
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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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(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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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).
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Emerging growth company
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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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◻
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ITEM 8.01 Other Event.
On December 1, 2021, U.S. Physical Therapy, Inc. ("USPH" or
the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury prevention services, announced the acquisition of a 70% ownership interest in a leading provider of industrial injury
prevention services. The acquired company also provides and manages inpatient and outpatient physical therapy services to hospitals and their respective ancillary units.
The business provides human performance solutions, combining ergonomic, injury prevention, physical rehabilitation, onsite medical
and performance maximization services to its clients, many of which are Fortune 500 companies. The business generates approximately $27.0 million in annual revenue at a margin of approximately 20%; in addition, it has approximately $1.7 million
in pretax earnings related to the acquired company’s 49% ownership interest in a joint venture providing physical therapy services to hospitals and their respective ancillary units. USPH acquired its interest in the acquired company at a
purchase price of approximately $63.2 million.
The founders will continue to have a 30% ownership interest and maintain their roles as executive
leaders in the acquired company; they also will continue to own a separate company that provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area. As part of the transaction
announced today, USPH and the founders agreed to the right to a future purchase of such company.
A copy of the press release is attached hereto as Exhibit 99.1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits
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Description of Exhibits
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Registrant's Press Release dated December 1, 2021*
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* 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.
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U.S. PHYSICAL THERAPY, INC.
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Dated: December 1, 2021
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By:
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/s/ CAREY HENDRICKSON
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Carey Hendrickson
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Chief Financial Officer
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(duly authorized officer and principal financial and accounting officer)
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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 Industrial Injury Prevention Services Company
Substantially Increases the Company’s Industrial Injury
Prevention Services Revenues
Houston, TX, December 1, 2021 – U.S. Physical Therapy, Inc. ("USPH" or the “Company”) (NYSE: USPH), a national operator of outpatient physical therapy clinics and provider of industrial injury
prevention services, today announced the acquisition of a 70% ownership interest in a leading provider of industrial injury prevention services. The acquired company also provides and manages inpatient and outpatient physical therapy services to
hospitals and their respective ancillary units.
The business provides human performance solutions, combining ergonomic, injury prevention, physical rehabilitation, onsite
medical and performance maximization services to its clients, many of which are Fortune 500 companies. The business generates approximately $27.0 million in annual revenue at a margin of approximately 20%; in addition, it has approximately $1.7
million in pretax earnings related to the acquired company’s 49% ownership interest in a joint venture providing physical therapy services to hospitals and their respective ancillary units. USPH acquired its interest in the acquired company at a
purchase price of approximately $63.2 million.
The founders will continue to have a 30% ownership interest and maintain their roles as executive leaders
in the acquired company; they also will continue to own a separate company that provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area. As part of the transaction announced today,
USPH and the founders agreed to the right to a future purchase of such company.
Chris Reading, Chief Executive Officer, stated “We are happy to be kicking off this new partnership with a very talented
team. This transaction provides our Company with an additional vehicle for continued growth in the industrial injury prevention market, expanding the scope of our target market and further growing our product continuum. These IIP services play a
critical role in reducing musculoskeletal injuries in the workplace, enhancing employee engagement and, at a time when competition for employees is fierce, helping to create a better all-around workplace. Additionally and importantly, our new
partners also have a strong service platform partnering with hospitals to manage and grow their rehabilitation opportunities.”
Carey Hendrickson, Chief Financial Officer, stated, “Today’s announced acquisition further diversifies
our revenue into the industrial injury prevention services business and provides us with another excellent revenue growth engine. We used our revolving credit facility to accomplish the purchase, and simultaneously exercised its accordion feature
to increase the limit on our facility from $125 million to $150 million.”
About U.S. Physical Therapy, Inc.
Founded in 1990, U.S. Physical Therapy, Inc. operates 584 outpatient physical therapy clinics in 39
states. The Company'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, the Company manages 35 physical therapy facilities for unaffiliated third parties, including hospitals and physician groups. The Company 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.
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