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): September 26, 2005
(September 26, 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 7.01 Regulation FD Disclosure.
U.S. Physical Therapy, Inc. (the "Company") issued a press release on
September 26, 2005 stating that the Company will deliver a presentation on
Thursday, September 29, 2005 at the Sidoti & Company, LLC Fourth Annual West
Coast Emerging Growth Institutional Investor Forum in San Francisco, California
at the Ritz-Carlton. Larry McAfee, Chief Financial Officer, will address the
conference.
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 Press release dated September 26, 2005.
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: September 26, 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)