Nevada
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001-11151
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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,
SUITE 300,
HOUSTON, Texas
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77043
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(Address of Principal Executive Offices)
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(Zip Code)
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☐
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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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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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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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Exhibits
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Description of Exhibits
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Registrant's Press Release dated March 11, 2024
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U.S. PHYSICAL THERAPY, INC.
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Dated: March 11, 2024
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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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•
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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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•
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the impact of future public health crises and epidemics/pandemics, such as was the case with the novel strain of COVID-19 and its
variants;
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•
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revenue we receive from Medicare and Medicaid being subject to potential retroactive reduction;
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•
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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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•
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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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•
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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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•
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one of our acquisition agreements contains a put right related to a future purchase of a majority interest in a separate company;
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•
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the impact of future vaccinations and/or testing mandates at the federal, state and/or local level, which could have an adverse impact on
staffing, revenue, costs and the results of operations;
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•
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our debt and financial obligations could adversely affect our financial condition, our ability to obtain future financing and our ability
to operate our business;
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•
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changes as the result of government enacted national healthcare reform;
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•
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business and regulatory conditions including federal and state regulations;
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•
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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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•
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revenue and earnings expectations;
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•
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some of our acquisition agreements contain contingent consideration, the value of which may impact future financial results;
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•
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legal actions, which could subject us to increased operating costs and uninsured liabilities;
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•
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general economic conditions, including but not limited to inflationary and recessionary periods;
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•
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actual or perceived events involving banking volatility or limited liability, defaults or other adverse developments that affect the U.S.
or international financial systems, may result in market wide liquidity problems which could have a material and adverse impact on our available cash and results of operations;
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•
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our business depends on hiring, training, and retaining qualified employees
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•
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availability and cost of qualified physical therapists;
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•
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competitive environment in the industrial injury prevention services 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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our ability to identify and complete acquisitions, and the successful integration of the operations of the acquired businesses;
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•
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impact on the business and cash reserves resulting from retirement or resignation of key partners and resulting purchase of their
non-controlling interest (minority interests);
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•
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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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•
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maintaining clients for which we perform management, industrial injury prevention related services, and other services, as a breach or
termination of those contractual arrangements by such clients could cause operating results to be less than expected;
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•
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maintaining adequate internal controls;
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•
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maintaining necessary insurance coverage;
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•
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availability, terms, and use of capital; and
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weather and other seasonal factors.
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