Form 8-K U S PHYSICAL THERAPY For: Nov 06

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 6, 2014 (November 6, 2014)

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

Registrants 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 6, 2014, U.S. Physical Therapy, Inc. (the Company) reported its results for the third quarter and nine months ended September 30, 2014. In addition, the Company announced that its board of directors declared a quarterly dividend of $.12 per share to holders of record of common stock as of the close of business on November 17, 2014 payable on December 5, 2014.��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 Companys board of directors after taking into account various factors, including general economic and business conditions, tax considerations, the Companys 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 6, 2014, the Company announced a dividend of $.12 per share to holders of record of its common stock as of the close of business on November 17, 2014 payable on December 5, 2014.

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 Results

HOUSTON--(BUSINESS WIRE)--November 6, 2014--U.S. Physical Therapy, Inc. (NYSE: USPH), a national operator of outpatient physical therapy clinics, today reported results for the third quarter and nine months ended September 30, 2014.

U.S. Physical Therapys net income attributable to common shareholders from continuing operations for the third quarter of 2014 increased by 12.0% to $5.2 million as compared to approximately $4.7 million in the third quarter of 2013. Diluted earnings per share from continuing operations rose to $.43 in the recent quarter as compared to $.38 in the comparable 2013 period.

U.S. Physical Therapys net income attributable to common shareholders from continuing operations for the first nine months of 2014 increased by 16.8% to $15.9 million as compared to approximately $13.6 million in the first nine months of 2013. Diluted earnings per share from continuing operations rose to $1.30 in the recent period as compared to $1.12 in the comparable 2013 period.

Third Quarter 2014 Compared to Third Quarter 2013 from Continuing Operations

• Net revenues increased 18.1% from $65.8 million in the third quarter of 2013 to $77.7 million in the third quarter of 2014, due to an increase in patient visits of 17.6% from 611,400 to 719,300 and an increase in the average net revenue per visit to $105.92 from $105.27.

• Total clinic operating costs were $59.0 million, or 75.9% of net revenues, in the third quarter of 2014, as compared to $49.7 million, or 75.5% of net revenues, in the 2013 period. Total clinic salaries and related costs, including that from new clinics, were 53.8% of net revenues in the recent quarter versus 54.3% in the 2013 period. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.7% for the recent quarter versus 19.6% in the 2013 period. The provision for doubtful accounts as a percentage of net revenues was 1.4% for the 2014 period and 1.7% in the 2013 period.
• The gross margin for the third quarter of 2014 increased by 16.2% to $18.7 million from $16.1 million in the third quarter of 2013. The gross margin percentage was 24.1% for the 2014 period versus 24.5% in the 2013 period.
• Corporate office costs were $7.4 million in the third quarter of 2014 as compared to $6.2 million in the 2013 third quarter. Corporate office costs as a percentage of net revenues were 9.6% for the period 2014 and 9.5% in the 2013 period.
• Operating income for the recent quarter increased by 13.9% to $11.3 million compared to $9.9 million in the 2013 third quarter.
• Interest expense was $0.2 million in the third quarter of 2014 versus $0.1 million in the third quarter of last year. The increase in interest expense is due to a higher average debt balance as the result of acquisitions.
• The provision for income taxes for the 2014 period was $3.6 million and for the 2013 period $3.0 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 41.0% in the 2014 third quarter and 39.0% in the 2013 third quarter.
• Net income attributable to non-controlling interests, inclusive of discontinued operations, was $2.2 million in the recent quarter as compared to $2.0 million in the year earlier period.
• Net income attributable to common shareholders for the three months ended September 30, 2014 was $5.2 million compared to $4.7 million for the three months ended September 30, 2013. Diluted earnings per share from continuing operations were $.43 for the 2014 period and $.38 for the 2013 period.
• Same store visits increased 4.9% for de novo and acquired clinics open for one year or more and same store revenue increased 4.5% as the average net rate per visit decreased by $.42.

First Nine Months 2014 Compared to First Nine Months 2013 from Continuing Operations

• Net revenues increased 15.5% from $195.5 million in the first nine months of 2013 to $225.7 million in the first nine months of 2014, due to an increase in patient visits of 15.5% from 1,802,900 to 2,081,900 and a slight increase in the average net revenue per visit to $106.18 for the current period from $105.96 for the comparable 2013 period.

• Total clinic operating costs were $168.5 million, or 74.6% of net revenues, in the first nine months of 2014, as compared to $146.9 million, or 75.2% of net revenues, in the 2013 period. Total clinic salaries and related costs were 53.1% of net revenues in the first nine months of 2014 versus 53.9% in the 2013 period. Rent, clinic supplies, contract labor and other costs as a percentage of net revenues were 20.2% for the recent period versus 19.5% in the 2013 period. The provision for doubtful accounts as a percentage of net revenues was 1.4% for the 2014 period and 1.7% in the 2013 period.
• The gross margin for the first nine months of 2014 increased by 17.8% to $57.2 million from $48.6 million in the first nine months of 2013. The gross margin percentage was 25.4% for the 2014 first nine months as compared to 24.8% for the comparable 2013 period.
• Corporate office costs were $22.2 million in the first nine months of 2014 as compared to $19.2 million in the 2013 first nine months. Corporate office costs were 9.8% of net revenues in both periods.
• Operating income for the first nine months of 2014 increased by 19.1% to $35.0 million compared to $29.4 million in the 2013 first nine months.
• Interest expense was $0.8 million in the first nine months of 2014 versus $0.4 million in the first nine months of last year. The increase in interest expense is due to a higher average outstanding debt balance as the result of acquisitions.
• The provision for income taxes for the 2014 period was $11.0 million and for the 2013 period $8.8 million. The provision for income taxes as a percentage of income before taxes less net income attributable to non-controlling interest was 41.0% in the 2014 first nine months and 38.9% in the 2013 first nine months.
• Net income attributable to non-controlling interests, inclusive of discontinued operations, was $7.3 million in the first nine months of 2014 as compared to $6.4 million in the year earlier period.
• Net income attributable to common shareholders for the nine months ended September 30, 2014 was $15.9 million compared to $13.6 million for the nine months ended September 30, 2013. Diluted earnings per share from continuing operations were $1.30 for the 2014 period and $1.12 for the 2013 period.
• Same store visits increased 3.9% for de novo and acquired clinics open for one year or more and same store revenue increased 3.3% as the average net rate per visit decreased by $.65.

Chris Reading, Chief Executive Officer, said, I remain grateful to our entire team for their continued efforts on behalf of our patients, referral sources and shareholders to deliver outstanding care and value. Despite having to deal with the summer vacation season, which is always a challenge, our clinics produced same store patient volume growth of 4.9% for the quarter which is well ahead of the same period last year and slightly ahead of the second quarter this year. Many of our legacy as well as acquired partnerships are delivering record results. Our Fit2WRK group continues to assist our partners in further expanding and diversifying their referral portfolios while providing superior outcomes to the companies and their employees we are privileged to serve. Additionally, we expect to see continued acquisition opportunities as a result of ongoing consolidation of our fragmented outpatient physical therapy industry.

U.S. Physical Therapy Declares Quarterly Dividend

The fourth quarterly dividend of 2014 for $.12 per share will be paid on December 5 to shareholders of record as of November 17.

Third Quarter 2014 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 6, 2014 to discuss the Companys Quarter and First Nine Months Ended September 30, 2014 results. Interested parties may participate in the call by dialing 1-888-335-5539 or 973-582-2857 and entering reservation number 17997030 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 February 6, 2015.

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;
• changes in reimbursement rates or payment methods from third party payors including government agencies and deductibles and co-pays owed by patients;
• 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 489 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 18 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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