Item 7.01 Regulation FD Disclosure.
On June 6, 2019, – U.S. Physical Therapy, Inc. (NYSE: USPH), a
national operator of outpatient physical therapy clinics (the “Company”), announced that its Chief Executive Officer, Chris Reading, will present at the East Coast IDEAS Conference on Thursday, June 13, 2019. The presentation will cover an
overview of the Company. The conference is being held in Boston, Massachusetts.
A copy of the presentation is posted on the Company’s website at
www.usph.com.
The presentation includes a discussion of Operating Results and
Adjusted EBITDA, non-GAAP (generally accepted accounting principles) financial measures. The presentation includes tables that reconcile net income attributable to USPH shareholders calculated in accordance with GAAP to Operating Results (as
defined below) and Adjusted EBITDA (as defined below). Management believes providing Operating Results and Adjusted EBITDA to investors is useful information for comparing the Company's period-to-period results.
Operating Results is defined as USPH’s net income attributable
to common shareholders prior to interest expense – mandatorily redeemable non-controlling interests – change in redemption value, costs related to the restatement of financial statements, and gain on derecognition of debt, all net of tax, and the
tax benefit of revaluation of deferred tax assets and liabilities due to the TCJA. Management uses Operating Results, which eliminates these items that can be subject to volatility and unusual costs, as one of the principal measures to evaluate and
monitor financial performance period over period. Management believes that Operating Results is useful information for investors to use in comparing the Company's period-to-period results as well as for comparing with other similar businesses since
most do not have mandatorily redeemable instruments and therefore have different liability and equity structures.
Adjusted EBITDA is defined as earnings before interest income,
interest expense – mandatorily redeemable non-controlling interests – change in redemption value, interest expense – debt and other, taxes, depreciation, amortization, equity-based awards compensation expense and gain on derecognition of debt.
Management believes reporting Adjusted EBITDA is useful information for investors in comparing the Company’s period-to-period results as well as comparing with similar businesses which report adjusted EBITDA as defined by their company.
Operating Results and Adjusted EBITDA are not measures of
financial performance under GAAP. Adjusted EBITDA and Operating Results should not be considered in isolation or as an alternative to, or substitute for, net income attributable to USPH shareholders presented in the consolidated financial
statements.
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.