Form 8-K U S PHYSICAL THERAPY For: Nov 05

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): November 5, 2015 (November 5, 2015)

U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)

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 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))

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL RESULTS

On November 5, 2015, U.S. Physical Therapy, Inc. (the “Company”) reported its results for the third quarter and nine months ended September 30, 2015. In addition, the Company announced that its board of directors declared a quarterly dividend of $0.15 per share to holders of record of common stock as of the close of business on November 17, 2015 payable on December 4, 2015.  A copy of the press release is attached hereto as Exhibit 99.1.

While the Company intends to declare dividends in subsequent quarters, any future dividends will be at the discretion of the Company’s board of directors after taking into account various factors, including general economic and business conditions, tax considerations, the Company’s strategic plan, the results of operation and financial condition of the Company, the acquisition and expansion plans of the Company, any contractual, legal or regulatory restrictions on the payment of dividends, and such other factors as the board considers relevant.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, 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 shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01   OTHER EVENTS

See Item 2.02 above.  On November 5, 2015, the Company announced a dividend of $0.15 per share to holders of record of its common stock as of the close of business on November 17, 2015 payable on December 4, 2015.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

*Furnished 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.

INDEX TO EXHIBITS

Exhibit 99.1

U.S. Physical Therapy Reports Third Quarter and First Nine Months 2015 Results

Company Declares $0.15 Per Share Quarterly Dividend

HOUSTON--(BUSINESS WIRE)--November 5, 2015--U.S. Physical Therapy, Inc. (NYSE: USPH), a national operator of outpatient physical therapy clinics, today reported results for the quarter and nine months ended September 30, 2015.

U.S. Physical Therapy’s net income attributable to common shareholders prior to revaluation of redeemable non-controlling interests, net of tax (“operating results”) increased 11.5% to $5.8 million for the third quarter of 2015 as compared to $5.2 million in the third quarter of 2014. Diluted earnings per share from operating results were $0.47 in the recent quarter as compared to $0.43 in the comparable 2014 period.

U.S. Physical Therapy’s operating results for the first nine months of 2015 were $16.3 million, an increase of 2.6% as compared to $15.9 million in the first nine months of 2014. Diluted earnings per share from operating results were $1.32 in the first nine months of 2015 and $1.30 in the comparable 2014 period.

Third Quarter 2015 Compared to Third Quarter 2014

• Net revenues increased 8.1% from $77.7 million in the third quarter of 2014 to $84.0 million in the third quarter of 2015, due to an increase in total patient visits of 8.7% from 719,300 to 782,100 offset by a decrease in the average net revenue per visit to $105.04 for the 2015 third quarter from $105.92 for the 2014 third quarter. Net revenues for new clinics opened or acquired in the past 12 months was $5.4 million.
• Total clinic operating costs were $65.2 million, or 77.5% of net revenues, in the third quarter of 2015, as compared to $59.0 million, or 75.9% of net revenues, in the 2014 period. The increase was primarily attributable to $5.1 million in operating costs of new clinics opened or acquired in the past 12 months. Total clinic salaries and related costs, including those from new clinics, were 55.4% of net revenues in the recent quarter versus 53.8% in the 2014 period. Included in salaries and related costs in the 2015 quarter is $230,000 of compensation and severance costs for employee terminations as part of the Company’s previously announced cost-cutting plan. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.7% for both periods. The provision for doubtful accounts as a percentage of net revenues was 1.3% in 2015 period and 1.4% in the 2014 period.
• The gross margin for the third quarter of 2015 was $18.9 million or 22.5%, as compared to $18.8 million or 24.1% in the 2014 period.
• Corporate office costs were $6.9 million in the third quarter of 2015 as compared to $7.5 million in the 2014 third quarter. Corporate office costs were 8.2% of net revenues in the 2015 third quarter compared to 9.6% of net revenues in the 2014 period.
• Operating income for the recent quarter was $11.9 million compared to $11.3 million in the 2014 third quarter.
• Interest expense was $0.3 million in the third quarter of 2015 and $0.2 million in the third quarter of 2014.
• The provision for income taxes for the 2015 period was $3.7 million and for the 2014 period $3.6 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 38.6% in the 2015 third quarter and 41.0% in the 2014 third quarter. The 2015 third quarter includes an adjustment of the 2015 expected annual tax rate to 39.5% from 40.0% based on an analysis of the 2015 results inclusive of non-deductible tax items.
• Net income attributable to non-controlling interests was $2.2 million in both periods.
• The operating results for the three months ended September 30, 2015 was $5.8 million and $5.2 million in the 2014 period. Diluted earnings per share from operating results were $0.47 in the 2015 period and $0.43 in the 2014 period.
• Same store visits increased 3.3% for de novo and acquired clinics open for one year or more and same store revenue increased 2.5% as the average net rate per visit decreased by $0.84.

Nine Months 2015 Compared to Nine Months 2014

• Net revenues increased 8.4% from $225.7 million in the first nine months of 2014 to $244.6 million in the first nine month of 2015, due to an increase in total patient visits of 9.1% from 2,081,900 to 2,271,900 offset by a decrease in the average net revenue per visit to $105.38 for the current period of 2015 from $106.18 for the 2014 period. Net revenues from new clinics opened or acquired in the past 12 months was $10.3 million.
• Total clinic operating costs were $187.7 million, or 76.8% of net revenues, in the first nine months of 2015, as compared to $168.5 million, or 74.6% of net revenues, in the 2014 period. The increase includes $9.6 million in operating costs of new clinics opened or acquired in the past 12 months. Total clinic salaries and related costs, including those from new clinics, were 54.8% of net revenues in the first nine months versus 53.1% in the 2014 period. Included in salaries and related costs in the 2015 period is $230,000 of compensation and severance costs for employee terminations as part of the Company’s previously announced cost-cutting plan. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.6% in the recent period versus 20.2% in the 2014 period. The provision for doubtful accounts as a percentage of net revenues was 1.3% in the 2015 period and 1.4% in the 2014 period.
• The gross margin for the first nine months of 2015 was $56.9 million or 23.2%, as compared to $57.2 million or 25.4% in the 2014 period.
• Corporate office costs were $22.2 million in the first nine months of 2015 and in the 2014 period. Corporate office costs were 9.1% of net revenues in the 2015 first nine months as compared to 9.8% of net revenues in the 2014 period.
• Operating income for the first nine months of 2015 was $34.7 million compared to $35.0 million in the 2014 first nine months.
• Interest expense was $0.8 million in both periods.
• The provision for income taxes for the 2015 period was $10.6 million and for the 2014 period was $11.0 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 39.5% in the 2015 first nine months and 41.0% in the 2014 first nine months.
• Net income attributable to non-controlling interests was $7.0 million in the nine months of 2015 as compared to $7.3 million in the year earlier period.
• The operating results for the nine months ended September 30, 2015 was $16.3 million compared to $15.9 million in the nine months ended September 30, 2014. Diluted earnings per share from operating results were $1.32 in the 2015 and $1.30 in the 2014 period.
• Same store visits increased 4.0% for de novo and acquired clinics open for one year or more and same store revenue increased 3.5%. The average net rate per visit decreased by $0.54.

Chris Reading, Chief Executive Officer, said, “The Company’s total patient volume remains solid. In the third quarter we worked to better align staffing levels at some of our partnerships with their clinics’ average daily patient volumes. Our average net rate improved in the third quarter from the second quarter. Our newly acquired partnerships are doing well. Our organic de novo clinic openings have been strong these past few months and we are on track for another good development year overall.”

U.S. Physical Therapy Declares Quarterly Dividend

The fourth quarterly dividend of 2015 for $0.15 per share will be paid on December 4 to shareholders of record as of November 17.

Third Quarter 2015 Conference Call

U.S. Physical Therapy's Management will host a conference call at 10:30 a.m. Eastern Time, 9:30 a.m. Central Time, on Thursday, November 5, 2015 to discuss the Company’s Quarter Ended September 30, 2015 results. Interested parties may participate in the call by dialing 1-888-335-5539 or 973-582-2857 and entering reservation number 54788737 approximately 10 minutes before the call is scheduled to begin. To listen to the live call via web-cast, go to the Company's website at www.usph.com at least 15 minutes early to register, download and install any necessary audio software. The conference call will be archived and can be accessed until January 5, 2016.

Forward-Looking Statements

This press release contains statements that are considered to be forward-looking within the meaning under Section 21E of the Securities Exchange Act of 1934, as amended. These statements contain forward-looking information relating to the financial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as “believes”, “expects”, “intends”, “plans”, “appear”, “should” and similar words) involve risks and uncertainties that could cause actual results to differ materially from those we expect. Included among such statements may be those relating to new clinics, availability of personnel and the reimbursement environment. 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:

• changes as the result of government enacted national healthcare reform;
• changes in Medicare guidelines and reimbursement or failure of our clinics to maintain their Medicare certification status;
• business and regulatory conditions including federal and state regulations;
• governmental and other third party payor investigations and audits;
• 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 deductibles and co-pays owed by patients;
• transition to ICD-10 coding system;
• revenue and earnings expectations;
• general economic conditions;
• availability and cost of qualified physical and occupational therapists;
• personnel productivity;
• competitive, economic or reimbursement conditions in our markets which may require us to reorganize or close certain operations and thereby incur losses and/or closure costs including the possible write-down or write-off of goodwill and other intangible assets;
• acquisitions, purchase of non-controlling interests (minority interests) and the successful integration of the operations of the acquired businesses;
• maintaining adequate internal controls;
• availability, terms, and use of capital; and
• 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 our periodic reports filed with the Securities and Exchange Commission for more information on these factors. Our forward-looking statements represent our estimates and assumptions only as of the date of this press release. 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 applicable.

About U.S. Physical Therapy, Inc.

Founded in 1990, U.S. Physical Therapy, Inc. operates 506 outpatient physical and occupational therapy clinics in 42 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 20 physical therapy facilities for third parties, including hospitals and physician groups.

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.

CONTACT:
U.S. Physical Therapy, Inc.
Larry McAfee, 713-297-7000
Chief Financial Officer
or
Chris Reading, 713-297-7000
Chief Executive Officer
or
Westwicke Partners
Bob East, 443-213-0502

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