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): October 27, 2005
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-11151 76-0364866
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042
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(Address of Principal Executive Offices) (Zip Code)
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(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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 October 27, 2005, U.S. Physical Therapy, Inc. (the "Company") reported its
results for the third quarter and nine months ended September 30, 2005. A copy
of the press release is attached hereto as Exhibit 99.1. The press release
contains certain non-GAAP financial measures as defined under Regulation G of
the rules and regulations of the SEC. The non-GAAP financial measures contained
in the presentation include presentation of results excluding gain related to
sold clinics and certain costs related to CEO severance and recruiting fees.
Management believes providing this non-GAAP financial information to investors
is useful information for comparing the Company's period-to-period results
because the excluded amounts were material in amount and generally non-recurring
in nature and did not occur in the current periods.
Item 7.01 Regulation FD Disclosure.
On October 27, 2005, the Company updated its financial presentation located on
its website. A copy of the presentation may be accessed on the Company's
website, www.usph.com.
The presentation contains certain non-GAAP financial measures as defined under
Regulation G of the rules and regulations of the SEC. The non-GAAP financial
measure contained in the presentation includes a presentation of EBITDA. EBITDA
equals net income before interest, taxes, amortization and depreciation expense.
See the addendum included in the presentation for a reconciliation of net income
to EBITDA. Management believes providing this non-GAAP financial information to
investors is useful information for comparing the Company's period-to-period
results.
Pursuant to the rules of the Securities and Exchange Commission, the information
contained in this report shall not be deemed to be "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and will not be
incorporated by reference into any filings by the Company under such Act or the
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
Exhibits Description of Exhibits
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99.1 Registrant's press release dated October 27, 2005 announcing
financial results for the third quarter and nine months
ended September 30, 2005.*
*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.
U.S. PHYSICAL THERAPY, INC.
Dated: October 27, 2005 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer and principal financial
and accounting officer)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
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99.1 Press Release dated October 27, 2005.*
* Furnished herewith