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): May 18, 2005 (May 18, 2005)
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada 1-11151 76-0364866
(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 7.01 Regulation FD Disclosure.
U.S. Physical Therapy, Inc. (the "Company") announced that it will deliver
a presentation at the Bank of America 2005 Health Care Conference held today,
May 18, 2005. Chris Reading, Chief Executive Officer, and Larry McAfee, Chief
Financial Officer, will address the conference. A copy of the press release is
attached hereto as Exhibit 99.1
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 measures contained in the presentation include: 1) presentation of
trailing 12 months results, 2) presentation of EBITDA and 3) presentation of
results excluding certain costs related to closed clinics, severance, gain on
asset sales and accrual for straight line rents. The trailing 12 months results
are derived from taking the results for the year ended December 31, 2004 less
the results as reported for the first quarter of 2004 plus the results as
reported for the first quarter of 2005. EBITDA equals operating income plus
amortization and depreciation expense. See the addendum included in the
presentation for a detail of certain costs excluded. 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 prior periods.
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 Press Release dated May 18, 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: May 18, 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 May 18, 2005.*
* Furnished herewith