U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) Files An 8-K Results of Operations and Financial Condition

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U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) Files An 8-K Results of Operations and Financial Condition

ITEM 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On March 16, 2017, U.S. Physical Therapy, Inc. (USPH or the
Company), a national operator of outpatient physical therapy
clinics, reported select preliminary 2016 operating and financial
results and an accounting correction for redeemable
non-controlling interests. Further, the Company reported that it
has errors in previously reported consolidated financial
statements as of, and for the years ended December 31, 2015 and
2014 and consolidated financial statements as of, and for the
quarterly periods within 2014 and 2015 and the quarterly periods
ended March 31, 2016, June 30, 2016 and September 30, 2016.
A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 4.02(a)
NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR
A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
In connection with the preparation of the Companys 2016 annual
financial statements, it was determined that the Companys
historical accounting for redeemable non-controlling interests
of acquired partnerships was incorrect due to the fact that
those partnership agreements contain a provision that makes the
non-controlling interests mandatorily redeemable and, thus
incorrectly classified. This error did not affect any of the
Companys de novo partnership agreements. Management has
concluded that this error will result in the reporting of a
material weakness in internal controls over financial reporting
as they relate to this issue and that, as a result, ineffective
internal controls over financial reporting. The error will
require the restatement of previously issued financial
statements. Non-controlling interests refer to the minority
limited partnership interests (or limited liability company
interests) held by the Companys non- controlling partners (NC
Partner) in the limited partnership entities (or limited
liability company entities) through which the Company owns and
operates its clinics.
Redeemable non-controlling interests have been historically
accounted for as follows:
For any acquired NC partner agreement that was entered into on
or after January 1, 2009, at the expiration of the specified
holding period (i.e., the earliest time when the acquired NC
Partner could require the Company to purchase its interest) set
forth in the respective limited partnership agreement, the
Company reclassified the recorded value of the non-controlling
interest to temporary equity on the Companys consolidated
balance sheet in the section labeled – Redeemable
non-controlling interests (RNCI). The recorded value was the
fair value of the non-controlling interest on the date the
Company acquired a controlling interest in the partnership
(acquisition date) adjusted for any earnings attributable and
distributions made subsequent to the acquisition date. Then,
and in any subsequent reporting period that the Company deemed
it probable that the acquired NC Partner would assert their
redemption rights or the Company otherwise reached an agreement
to purchase some or all of the acquired NC Partner interest,
the redeemable non-controlling interest was adjusted to its
then current redemption value and the redemption value was
further adjusted in each reporting period thereafter until
purchased by the Company. All adjustments were charged to
additional paid-in capital and were not reflected in the
Companys consolidated statements of net income. Although the
adjustments were not reflected in the statements of net income,
applicable accounting rules required that the Company reflect
the charge in the earnings per share calculation. Quarterly,
the Company assessed the probability that the redemption rights
would be triggered by the acquired NC Partner and accounted for
the redeemable non-controlling interests accordingly.
The correct accounting treatment for mandatorily redeemable
non-controlling interests is as follows:
On the date the Company acquires a controlling interest in a
partnership, the fair value of the non-controlling interest is
recorded in the long-term liabilities section of the
consolidated balance sheet under the caption Mandatorily
redeemable non-controlling interests. Then, in each reporting
period thereafter until purchased by the Company, the
redeemable non-controlling interest is adjusted to its then
current redemption value, based on the predetermined formula
defined in the respective partnership agreement. The Company
intends to reflect the correct accounting treatment in its
consolidated financial statements of net income by recording
the adjustments to other income and expense in the caption –
Interest expense revaluation of mandatorily redeemable
non-controlling interests. The non-cash adjustments will not
affect the Companys reported cash flows or EBITDA, a non-GAAP
financial measure.
This error, and the resulting restatement to correct prior
period accounting methodology, will be accomplished through
non-cash adjustments to previously reported income statements
and balance sheet line items. This correction has no impact on
current or previously reported cash balances or net cash flows
provided by or used in operating activities or EBITDA (earnings
before interest, taxes, depreciation and amortization).
Further, all redemptions of non-controlling interests will
continue to be made consistent with historical practices and to
the terms of existing partnership agreements.
The Companys board of directors has concluded on March 15,
2017, that its consolidated financial statements and related
footnotes for the years ended December 31, 2015 and 2014, and
all quarters within 2014 and 2015, and the first three quarters
of 2016 should no longer be relied upon.
The Company, in its upcoming Annual Report on Form 10-K for the
year ended December 31, 2016, intends to correct its
consolidated financial statements for the affected years, which
will include a cumulative adjustment to the beginning balances
of the earliest balance sheets presented. In addition, any
prior year information within footnotes, including quarterly
data affected by this correction, will be restated within the
2016 Annual Report. Further, the Company will include a
Selected Financial Data table that will present restated
numbers for any affected periods. Based on the information
regarding prior years that the Company intends to include in
its 2016 Annual Report on Form 10-K, the Company does not
intend to file amendments to any prior Annual Reports on Form
10-K or any Form 10-Qs for periods through September 30, 2016.
To complete the restatements, the Company will file a
Notification of Late Filing on Form 12b-25 in order to obtain
an additional fifteen calendar days to file the Companys Annual
Report on Form 10-K for the year ended December 31, 2016, which
is expected to be filed on or before March 31, 2017.
The Audit Committee of the Board had discussed the matters
disclosed in this Current Report on Form 8-K with the Companys
independent registered public accounting firm.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
Exhibits Description of Exhibits
99.1
Registrants press release dated March 16, 2017 announcing
Select 2016 Preliminary Operating and Financial Results
and Accounting Correction.*
* Filed herewith.


About U.S. PHYSICAL THERAPY, INC. (NYSE:USPH)

U.S. Physical Therapy, Inc., through its subsidiaries, operates outpatient physical therapy clinics that provide pre-and post-operative care, and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological-related injuries. The Company’s segment is made up of various clinics within partnerships. The Company primarily operates through subsidiary clinic partnerships, in which it owns a general partnership interest and a limited partnership interest, and the managing therapists of the clinics owns the remaining limited partnership interest in the clinics. The Company operates approximately 510 clinics in over 40 states. There are approximately 380 clinics operated under Clinic Partnerships and over 100 operated as Company-owned Facilities. In addition to its owned clinics, it also manages physical therapy facilities for third parties, primarily physicians, with over 20 third-party facilities under management.

U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) Recent Trading Information

U.S. PHYSICAL THERAPY, INC. (NYSE:USPH) closed its last trading session up +0.35 at 73.75 with 55,398 shares trading hands.