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): April 19, 2006
(April 19, 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 7.01 Regulation FD Disclosure
The Company's Letter to Shareholders, which is being mailed to the Company's
shareholders on April 21, 2006 and accompanies its Annual Report on Form 10-K
for the year ended December 31, 2005, is attached as Exhibit 99.1.
The letter 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 this letter includes a discussion of EBITDA. EBITDA equals
net income before interest, taxes, amortization and depreciation expense. See
Exhibit 99.2 included in this filing 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.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
Exhibits Description of Exhibits
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99.1 2006 Letter to Shareholders
99.2 Reconciliation of Non-GAAP Financial Measure - EBITDA
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: April 19, 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 2006 Letter to Shareholders
99.2 Reconciliation of Non-GAAP Financial Measure - EBITDA