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 9, 2004
(September 2, 2004)
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 2.05 Costs Associated with Exit or Disposal Activities
On September 2, 2004, U.S. Physical Therapy, Inc. (the "Company") announced
the closure of eight clinics. The press release is attached hereto as Exhibit
99.1.
On September 2, 2004 and after a thorough review of the Company's clinics,
management decided to close eight unprofitable clinics reducing its present
total number of clinics from 260 to 252. Of the planned closings, one clinic is
located in each of the states of Connecticut, Florida, Louisiana, New Jersey,
Michigan, Ohio, Texas and Washington. The Company expects to complete the
closure of these clinics by September 30, 2004. The Company estimates that these
closures will result in the Company recognizing an aggregate pre-tax charge to
earnings of approximately $800,000 for its quarter ending September 30, 2004.
The breakdown of this total charge by major type of cost is estimated as
follows:
Type of Cost Amount
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Lease obligations $430,000
Unamortized leasehold improvements 185,000
Other assets 52,000
Unamortized goodwill 20,000
Severance 113,000
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Total $800,000
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Of the total estimated $800,000 pre-tax earnings charge, the Company
estimates $543,000 will result in future cash expenditures.
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
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 9, 2004 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 September 2, 2004.*
* Furnished herewith