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): March 2, 2006
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 March 2, 2006, U.S. Physical Therapy, Inc. (the "Company") reported its
results for the fourth quarter and year ended December 31, 2005. A copy of the
press release is attached hereto as Exhibit 99.1.
This press release contains a non-GAAP financial measure as defined by
Regulation G of the Securities and Exchange Commission. The attached financial
summary contains a schedule which reconciles this measure to the most directly
comparable GAAP measure. This non-GAAP financial measure may be considered in
addition to, not as a substitute for the financial measure prepared in
accordance with GAAP (generally accepted accounting principles). The non-GAAP
financial measure contained in the press release is a presentation of EBITDA.
EBITDA equals net income before interest, taxes, amortization and depreciation
expense. Management believes providing this non-GAAP financial information to
investors is useful information for comparing the Company's period-to-period
results.
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 March 2, 2006 announcing
financial results for the fourth quarter and year ended December
31, 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: March 2, 2006 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 March 2, 2006.*
* Furnished herewith