US Physical Therapy
Annual Report 2004

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ¥ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 OR n TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-11151 U.S. PHYSICAL THERAPY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 76-0364866 (I.R.S. EMPLOYER IDENTIFICATION NO.) 1300 WEST SAM HOUSTON PARKWAY SOUTH, SUITE 300, HOUSTON, TEXAS (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (713) 297-7000 (TELEPHONE NUMBER) 77042 (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 297-7000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT: Common Stock, $.01 par value Indicate by check mark whether the registrant (1) Ñled all reports required to be Ñled by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to Ñle such reports), and (2) has been subject to such Ñling requirements for the past 90 days. Yes ¥ No n Indicate by check mark if disclosure of delinquent Ñlers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in deÑnitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. n Indicate by check mark whether the registrant is an accelerated Ñler (as deÑned in Rule 12b-2 of the Act). Yes ¥ No n The aggregate market value of the shares of the registrant's common stock held by non-aÇliates of the registrant at June 30, 2004 was $117,885,188 based on the closing sale price reported on the Nasdaq National Market for the registrant's common stock on June 30, 2004, the last business day of the registrant's most recently completed second Ñscal quarter. For purposes of this computation, all executive oÇcers, directors and 5% beneÑcial owners of the registrant are deemed to be aÇliates. Such determination should not be deemed an admission that such executive oÇcers, directors and beneÑcial owners are, in fact, aÇliates of the registrant. As of March 15, 2005, the number of shares outstanding of the registrant's common stock, par value $.01 per share, was: 11,957,707. DOCUMENTS INCORPORATED BY REFERENCE DOCUMENT PART OF FORM 10-K Portions of DeÑnitive Proxy Statement for the 2005 Annual Meeting of Shareholders PART III Form 10-K Table of Contents PART I Item 1. Item 2. Item 3. Item 4. Business ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Properties ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Legal Proceedings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Submission of Matters to a Vote of Security HoldersÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ PART II Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Selected Financial Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 6. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Financial Statements and Supplementary Data ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 8. Notes to Consolidated Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 9A. Controls and Procedures ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 9B. Other Information ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 9. PART III Item 10. Directors and Executive OÇcers of the Registrant ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 11. Executive CompensationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Security Ownership of Certain BeneÑcial Owners and Management and Related Item 12. Stockholder Matters ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 13. Certain Relationships and Related Transactions. ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Principal Accountant Fees and Services ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Item 14. PART IV Item 15. Exhibits and Financial Statement Schedules ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Schedule II Ì Valuation and Qualifying Accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SignaturesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Page 3 13 13 13 14 15 16 25 26 35 51 51 51 51 51 51 51 52 52 56 57 1 FORWARD LOOKING STATEMENTS We make statements in this report that are considered to be forward-looking statements within the meaning under Section 21E of the Securities Exchange Act of 1934. These statements contain forward- looking information relating to the Ñnancial condition, results of operations, plans, objectives, future performance and business of our Company. These statements (often using words such as ""believes'', ""expects'', ""intends'', ""plans'', ""appear'', ""should'' and similar words) involve risks and uncertainties that could cause actual results to diÅer materially from those we project. Included among such statements are those relating to opening new clinics, availability of personnel and the reimbursement environment. The forward-looking statements are based on our current views and assumptions and actual results could diÅer materially from those anticipated in such forward-looking statements as a result of certain risks, uncertainties, and factors, which include, but are not limited to: ‚ revenue and earnings expectations; ‚ general economic, business, and regulatory conditions including federal and state regulations discussed under the heading ""Regulation and Heathcare Reform'' below; ‚ availability of qualiÑed physical and occupational therapists; ‚ the failure of our clinics to maintain their Medicare certiÑcation status or changes in Medicare admission guidelines; ‚ competitive and/or economic conditions in our markets which may require us to close certain clinics and thereby incur closure costs and losses including the possible write-oÅ or write-down of goodwill; ‚ changes in reimbursement rates or methods from third party payors including government agencies and deductibles and co-pays owed by patients; ‚ maintaining adequate internal controls; ‚ availability, terms, and use of capital; ‚ future acquisitions; and ‚ weather. Many factors are beyond our control. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Please see the other sections of this report and our other periodic reports Ñled with the Securities and Exchange Commission (the ""SEC'') for more information on these factors. Our forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we are under no obligation to update any forward- looking statement, regardless of the reason the statement is no longer accurate. 2 ITEM 1. BUSINESS. GENERAL PART I Our company, U.S. Physical Therapy, Inc. (the ""Company''), through our subsidiaries, operates outpatient physical and occupational therapy clinics that provide pre- and post-operative care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological-related injuries. The Company primarily operates through subsidiary clinic partnerships, in which the Company generally owns a 1% general partnership interest and a 64% limited partnership interest and the managing therapist(s) of each clinic owns the remaining limited partnership interest in the majority of the clinics (hereinafter referred to as ""Traditional Partnership Model'' or ""Clinic Partnership''). To a lesser extent, the Company operates some clinics, through wholly-owned subsidiaries, under proÑt sharing arrangements with therapists (hereinafter referred to as ""Wholly-Owned Facilities''). Unless the context otherwise requires, references in this Annual Report on Form 10-K to ""we'', ""our'' or ""us'' includes the Company and all our subsidiaries. At December 31, 2004, we operated 264 outpatient physical and occupational therapy clinics in 35 states. Our strategy is to develop outpatient clinics on a national basis. The average age of the 264 clinics in operation at December 31, 2004 was 4.5 years. We developed 258 of the clinics and acquired six. In addition to our owned clinics at December 31 2004, we also managed four physical therapy facilities for third parties, including physicians. Our highest concentration of clinics at present are in the following states Ì Texas, Michigan, Wisconsin, Virginia, Oklahoma, Florida and Maine. Since mid 2004, we have shifted our focus back to developing new clinics through our Traditional Partnership Model and reduced our emphasis on Wholly-Owned Facilities. Primarily due to new therapists partners having existing relationships in place, clinics formed under the Traditional Partnership Model typically require less management time, have a faster ramp up and higher average patient visits per clinic and are more proÑtable than Wholly-Owned Facilities. We continue to seek to attract physical and occupational therapists who have established relationships with physicians by oÅering therapists a competitive salary; a bonus based on his or her clinic's net revenue; and a share of the proÑts of the clinic operated by that therapist. In addition, we have developed satellite clinic facilities of existing clinics, with the result that some clinic groups operate more than one clinic location. In 2005, we intend to continue to focus on developing new clinics through our Traditional Partnership Model and on opening satellite clinics where deemed appropriate. In addition, we will evaluate acquisition opportunities in select markets. Therapists at our clinics initially perform a tailored and comprehensive evaluation of each patient, which is then followed by a treatment plan speciÑc to the injury as prescribed by the patient's physician. The treatment plan may include a number of procedures, including therapeutic exercise, manual therapy techniques, ultrasound, electrical stimulation, hot packs, iontophoresis, education on management of daily life skills and home exercise programs. A clinic's business primarily comes from referrals by local physicians. The principal sources of payment for the clinics' services are managed care programs, commercial health insurance, Medicare/Medicaid and workers' compensation insurance. U.S. Physical Therapy, Inc. was re-incorporated in April 1992 under the laws of the State of Nevada and has operating subsidiaries organized in various states in the form of limited partnerships and wholly- owned corporations. This description of our business should be read in conjunction with our Ñnancial statements and the related notes contained elsewhere in this Annual Report on Form 10-K. Our principal executive oÇces are located at 1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042. Our telephone number is (713) 297-7000. Our web address on the internet is www.usph.com. 3 OUR CLINICS Most of our clinics are Clinic Partnerships in which we own the general partnership interest and a majority of the limited partnership interests. The managing therapists of the clinics own a portion of the limited partnership interests. The therapist partners have no interest in the net losses of Clinic Partnerships, except to the extent of their capital accounts. Increasingly we have developed satellite clinic facilities of existing clinics; accordingly Clinic Partnerships may consist of more than one clinic location. As of December 31, 2004, through wholly-owned subsidiaries, we owned a 1% general partnership interest in all the Clinic Partnerships, except for one clinic in which we own a 6% general partnership interest. Our limited partnership interests range from 49% to 99% in the Clinic Partnerships, but with respect to the majority of our clinics, we own a limited partnership interest of 64%. For the great majority of the Clinic Partnerships the managing therapist of each clinic (along with other therapists at the clinic in several of the partnerships) own the remaining limited partnership interests in the Clinic Partnerships. In the majority of the Clinic Partnership agreements, the therapist partner begins with a 20% proÑt interest in their Clinic Partnership which increases by 3% at the end of each year thereafter up to a maximum interest of 35%. In 2002, we revised our accounting for these Clinic Partnership interests owned by the therapist partners in conjunction with a change in accounting guidance. For Clinic Partnerships formed after January 18, 2001, the proÑt allocated to therapist partners is treated as compensation expense. See ""SigniÑcant Accounting Policies'' Ì Note 2 of the Notes to the Consolidated Financial Statements in Item 8. Typically each therapist partner or director enters into an employment agreement for a term ranging from one to three years with their Clinic Partnership. Each agreement provides for a covenant not to compete during the period of his or her employment and for one or two years thereafter. Under each employment agreement the therapist partner receives a base salary and may receive a bonus based on the net revenues generated by his or her Clinic Partnership. In the case of Wholly-Owned Facilities, the therapist director may also receive a bonus based on the operating proÑt generated by his or her clinic. Each employment agreement provides that we can require the therapist to sell his or her partnership interest in the Clinic Partnership to us or the Clinic Partnership upon termination of employment for the amount of his or her capital account if the termination is for ""cause'' or for breach of the employment agreement. If the termination of employment is due to the therapist's death or disability, or the expiration of the initial or any extended term of the employment agreement, the buy-out price is for an amount set in a predetermined formula based on a multiple of prior proÑtability. The Company typically has the right, but is not obligated, to purchase the therapists' partnership interests. Each clinic maintains an independent local identity, while at the same time enjoying the beneÑts of national purchasing, negotiated third-party payor contracts, centralized support services and management practices. Under a management agreement, one of our subsidiaries provides a variety of support services to each clinic, including supervision of site selection, construction, clinic design and equipment selection, establishment of accounting systems and billing procedures and training of oÇce support personnel, processing of accounts payable, operational direction, payroll, beneÑts administration, accounting services, quality assurance and marketing support. Our typical clinic occupies approximately 1,500 to 3,000 square feet of leased space in an oÇce building or shopping center. We attempt to lease ground level space for patient ease of access to our clinics. We also attempt to make the decor in our clinics less institutional and more aesthetically pleasing than hospital clinics. Typical minimum staÅ at a clinic consists of a licensed physical or occupational therapist and an oÇce manager as well as appropriate contracted services such as social work and medical advisor. As patient visits grow, staÇng may also include additional physical or occupational therapists, therapy assistants, aides, exercise physiologists, athletic trainers and oÇce personnel. Therapy services are performed under the supervision of a licensed therapist. We provide services at our clinics on an outpatient basis. Patients are usually treated for approximately one hour per day, two to three times a week, typically for two to six weeks. We generally 4 charge for treatment on a ""per procedure'' basis. Medicare patients are charged based on prescribed time increments. In addition, our clinics will develop, when appropriate, individual maintenance and self- management exercise programs to be continued after treatment. We continually assess the potential for developing new services and expanding the methods of providing our existing services in the most eÇcient manner. RISK FACTORS Our business, operations and Ñnancial condition are subject to various risks. Some of these risks are described below, and readers of this Annual Report on Form 10-K should take such risks into account in evaluating our company or making any decision to invest in us. This section does not describe all risks applicable to our company, our industry or our business, and it is intended only as a summary of material factors aÅecting our business. We depend upon reimbursement by third-party payors. Substantially all of our revenues are derived from private and governmental third-party payors. In 2004, approximately 79% of our revenues were derived from managed care plans, commercial health insurers, workers' compensation payors, and other private pay revenue sources and approximately 21% from Medicare and Medicaid. Initiatives undertaken by industry and government to contain healthcare costs aÅect the proÑtability of our clinics. These payors attempt to control healthcare costs by contracting with healthcare providers to obtain services on a discounted basis. We believe that this trend will continue and may limit reimbursements for healthcare services. If insurers or managed care companies from whom we receive substantial payments were to reduce the amounts they pay for services, our proÑt margins may decline, or we may lose patients if we choose not to renew our contracts with these insurers at lower rates. We also receive payments from the Medicare program under a fee schedule. Under the Balanced Budget Act of 1997 the total amount paid by Medicare in any one year for outpatient physical (including speech- language pathology) or occupational therapy to any one patient was limited. After a three-year moratorium, a $1,590 annual limitation on therapy services was implemented for a brief period eÅective September 1, 2003. EÅective December 8, 2003, a moratorium was again placed on the limit for the remainder of 2003 and for years 2004 and 2005. We expect that eÅorts to contain federal spending for Medicare will continue to seek limitations on Medicare reimbursement for various services, and we cannot predict whether any of these eÅorts will be successful or what eÅect, if any, such limitations would have on our business. For a further description of this and other laws and regulations involving governmental reimbursements, see ""Business Ì Sources of Revenue'' and ""Ì Regulation and Healthcare Reform'' in Item 1. We depend upon the cultivation and maintenance of relationships with the physicians in our markets. Our success is dependent upon referrals from physicians in the communities our clinics serve and our ability to maintain good relations with these physicians. Physicians referring patients to our clinics are free to refer their patients to other providers. If we are unable to successfully cultivate and maintain strong relationships with these physicians, our business may decrease and our net operating revenues may decline. We also depend upon our ability to recruit and retain experienced physical and occupational therapists. As mentioned above, our revenue generation is dependent upon referrals from physicians in the communities our clinics serve, and our ability to maintain good relations with these physicians. Our therapists are the front line for generating these referrals and we are dependent on their talents and skills to successfully cultivate and maintain strong relationships with these physicians. If we cannot recruit and retain our base of experienced and clinically skilled therapists, our business may decrease and our net operating revenues may decline. Periodically, we have clinics in isolated communities that are temporarily unable to operate due to the unavailability of a therapist who satisÑes our standards. 5 Our revenues may Öuctuate due to weather. We have a signiÑcant number of clinics in states that normally experience snow and ice during the winter months. A signiÑcant number of our clinics are located in states along the Gulf Coast and Atlantic Coast which are subject to periodic hurricanes and other severe storm systems. Periods of severe weather may cause the inability of our staÅ or patients to travel to our clinics, which may cause a decrease in our net operating revenues. Our revenues may decline during prolonged economic slowdown or recession. Our revenues are a reÖection of the number of visits made by patients to our clinics. Some therapy and some surgical treatments that lead to patient need for therapy are elective or can be deferred. During periods of high unemployment or relative economic weakness, patient visits may decline. Our operations are subject to extensive regulation. The healthcare industry is subject to extensive federal, state and local laws and regulations relating to: ‚ facility and professional licensure, including certiÑcates of need; ‚ conduct of operations, including Ñnancial relationships among healthcare providers, Medicare fraud and abuse, and physician self-referral; ‚ addition of facilities and services; and ‚ payment for services. Recently, there have been heightened coordinated civil and criminal enforcement eÅorts by both federal and state government agencies relating to the healthcare industry, including our line of business. We believe we are in substantial compliance with all laws, but diÅering interpretations or enforcement of these laws and regulations could subject our current practices to allegations of impropriety or illegality or could require us to make changes in our methods of operations, facilities, equipment, personnel, services and capital expenditure programs and increase our operating expenses. If we fail to comply with these extensive laws and government regulations, we could become ineligible to receive government program reimbursement, suÅer civil or criminal penalties or be required to make signiÑcant changes to our operations. In addition, we could be forced to expend considerable resources responding to an investigation or other enforcement action under these laws or regulations. For a more complete description of certain of these laws and regulations, see ""Business Ì Regulation and Healthcare Reform'' in Item 1. Healthcare reform legislation may aÅect our business. In recent years, many legislative proposals have been introduced or proposed in Congress and in some state legislatures that would eÅect major changes in the healthcare system, either nationally or at the state level. At the federal level, Congress has continued to propose or consider healthcare budgets that substantially reduce payments under the Medicare programs. Both the ultimate content, timing or eÅect of any healthcare reform legislation and the impact of potential legislation on us is uncertain and diÇcult, if not impossible to predict. That impact may be material to our business, Ñnancial condition or results of operations. We operate in a highly competitive industry. We encounter competition from local, regional or national entities, some of which have superior resources or other competitive advantages. Intense competition may adversely aÅect our business, Ñnancial condition or results of operations. For a more complete description of this competitive environment, see ""Business Ì Competition'' in Item 1. An adverse eÅect on our business, Ñnancial condition or results of operations may require us to write-oÅ or write-down goodwill. 6 We may incur closure costs and losses. The competitive and/or economic conditions in the local markets in which we operate may require us to close certain clinics. In the event a clinic is closed, we may incur closure costs and losses. The closure costs and losses include, but are not limited to, lease obligations, severance, and write-oÅ of goodwill. Future acquisitions may use signiÑcant resources, may be unsuccessful and could expose us to unforeseen liabilities. As part of our growth strategy, we intend to pursue acquisitions of outpatient physical and occupational therapy clinics. Acquisitions may involve signiÑcant cash expenditures, potential debt incurrence and operational losses, dilutive issuances of equity securities and expenses that could have an adverse eÅect on our Ñnancial condition and results of operations. Acquisitions involve numerous risks, including: ‚ the diÇculty and expense of integrating acquired personnel into our business; ‚ diversion of management's time from existing operations; ‚ potential loss of key employees of acquired companies; and ‚ assumption of the liabilities and exposure to unforeseen liabilities of acquired companies, including liabilities for failure to comply with healthcare regulations. We may not be successful in obtaining Ñnancing for acquisitions at a reasonable cost, or such Ñnancing may contain restrictive covenants that limit our operating Öexibility. We also may be unable to acquire outpatient physical and occupational therapy clinics or succeed in achieving improvements in their Ñnancial performance. Certain of our internal controls, particularly as they relate to billings and cash collections, are largely decentralized at our clinic locations. Our clinic operations are largely decentralized and certain of our internal controls, particularly the processing of billings and cash collections, occur at the clinic level. Taken as a whole, we believe our internal controls for these functions at our clinics are adequate. Our controls for billing and cash collections largely depend on compliance with our written policies and procedures and separation of functions among clinic personnel. We also maintain corporate level controls, including an audit compliance program, that are intended to mitigate and detect any potential deÑciencies in internal controls at the clinic level. The eÅectiveness of these controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions or the level of compliance with our policies and procedures deteriorates. FACTORS INFLUENCING DEMAND FOR THERAPY SERVICES We believe that the following factors, among others, inÖuence the growth of outpatient physical and occupational therapy services: Economic BeneÑts of Therapy Services. Purchasers and providers of healthcare services, such as insurance companies, health maintenance organizations, businesses and industries, continuously seek cost savings for traditional healthcare services. We believe that our therapy services provide a cost-eÅective way to prevent short-term disabilities from becoming chronic conditions and to speed recovery from surgery and musculoskeletal injuries. Earlier Hospital Discharge. Changes in health insurance reimbursement, both public and private, have encouraged the early discharge of patients to reduce costs. We believe that early hospital discharge practices foster greater demand for outpatient physical and occupational therapy services. 7 Aging Population. In general, the elderly population has a greater incidence of disability compared to the population as a whole. As this segment of the population grows, we believe that demand for rehabilitation services will expand. MARKETING We focus our marketing eÅorts primarily on physicians, mainly orthopedic surgeons, neurosurgeons, physiatrists, occupational medicine physicians and general practitioners. In marketing to the physician community, we emphasize our commitment to quality patient care and communication with physicians regarding patient progress. We employ personnel to assist clinic directors in developing and implementing marketing plans for the physician community and to assist in establishing referral relationships with health maintenance organizations, preferred provider organizations, industry and case managers and insurance companies. SOURCES OF REVENUE Payor sources for clinic services are primarily managed care programs, commercial health insurance, Medicare/Medicaid, workers' compensation insurance and proceeds from personal injury cases. Commercial health insurance, Medicare and managed care programs generally provide coverage to patients utilizing our clinics after payment by the patients of normal deductibles and co-insurance payments. Workers' compensation laws generally require employers to provide, directly or indirectly through insurance, costs of medical rehabilitation for their employees from work-related injuries and disabilities and, in some jurisdictions, mandatory vocational rehabilitation, usually without any deductibles, co- payments or cost sharing. Treatments for patients who are parties to personal injury cases are generally paid from the proceeds of settlements with insurance companies or from favorable judgments. If an unfavorable judgment is received, collection eÅorts are generally not pursued against the patient and the patient's account is written-oÅ against established reserves. Bad debt reserves relating to all receivable types are regularly reviewed and adjusted as appropriate. The following table shows our payor mix for the years ended: Payor December 31, 2004 Visits Percentage December 31, 2003 Visits Percentage December 31, 2002 Visits Percentage Managed Care Programs ÏÏÏÏ Commercial Health Insurance Medicare/MedicaidÏÏÏÏÏÏÏÏÏ Workers' Compensation Insurance ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ OtherÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 362,781 329,481 275,672 187,375 51,044 30.1% 27.3% 22.9% 15.5% 4.2% 337,794 307,895 233,368 182,137 50,658 30.4% 27.7% 21.0% 16.4% 4.5% 288,950 278,379 212,800 175,658 48,650 28.8% 27.7% 21.2% 17.5% 4.8% Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,206,353 100.0% 1,111,852 100.0% 1,004,437 100.0% Our business also depends to a signiÑcant extent on our relationships with commercial health insurers, health maintenance organizations and preferred provider organizations and workers' compensation insurers. In some geographical areas, our clinics must be approved as providers by key health maintenance organizations and preferred provider plans to obtain payments. Failure to obtain or maintain these approvals would adversely aÅect Ñnancial results. Approximately 21.6% of our visits during the year ended December 31, 2004 were from patients with Medicare program coverage. To receive Medicare reimbursement, a Medicare CertiÑed Rehabilitation Agency or the individual therapist must meet applicable participation conditions set by HHS (the Health and Human Services Department of the federal government) relating to the type of facility, equipment, record keeping, personnel and standards of medical care, and also must comply with all state and local laws. HHS through Centers for Medicare and Medicaid Service (""CMS'') and designated agencies periodically inspects or surveys clinics/providers for approval and/or compliance. We anticipate that newly 8 developed clinics will generally become certiÑed as Medicare providers. There is no assurance that newly developed clinics will be successful in becoming certiÑed as Medicare providers. Since 1999, reimbursement for outpatient therapy services has been made according to a fee schedule published by the HHS. Under the Balanced Budget Act of 1997, the total amount paid by Medicare in any one year for outpatient physical (including speech-language pathology) and/or occupational therapy to any one patient is limited to $1,500 (the ""Medicare Limit''), except for services provided in hospitals. After a three-year moratorium, this Medicare Limit on therapy services was implemented for services rendered on or after September 1, 2003 subject to an adjusted total of $1,590 (the ""Adjusted Medicare Limit''). EÅective December 8, 2003, a moratorium was again placed on the Adjusted Medicare Limit for the remainder of 2003 and for years 2004 and 2005. The Medicare Limit is scheduled to be reinstated in 2006 with the amount yet undetermined. The potential negative impact on revenue resulting from a Medicare limit could be reduced by receiving payments from secondary insurance carriers and patients electing to self-pay. If the moratorium is not extended after 2005 and such negative impact is not mitigated by such eÅorts, the Adjusted Medicare Limit could have an adverse impact on 2006 and later revenue and income. Medicare regulations require that a physician certify the need for therapy services for each patient and that these services be provided under an established plan of treatment, which is periodically revised. Medicaid is not, nor is it expected to be, a material payor for us. REGULATION AND HEALTHCARE REFORM Numerous federal, state and local regulations regulate healthcare services. Some states into which we may expand have laws requiring facilities employing health professionals and providing health-related services to be licensed and, in some cases, to obtain a certiÑcate of need (that is, demonstrating to a state regulatory authority the need for, and Ñnancial feasibility of, new facilities or the commencement of new healthcare services). Based on our operating experience to date, we believe that our business in the states in which we currently operate and as presently conducted does not require certiÑcates of need. Our therapists, however, are required to be licensed, as determined by the state of service delivery. Failure to obtain or maintain any required certiÑcates, approvals or licenses could have a material adverse eÅect on our business, Ñnancial condition and results of operations. Regulations Controlling Fraud and Abuse. Various federal and state laws regulate the relationships between providers of healthcare services and physicians. These laws include Section 1128B(b) of the Social Security Act (the ""Fraud and Abuse Law''), under which civil and criminal penalties can be imposed upon persons who pay or receive remuneration in return for referrals of patients who are eligible for reimbursement under the Medicare or Medicaid programs. We believe that our billing procedures and business arrangements are in compliance with these provisions. However, the provisions are broadly written and the full extent of their speciÑc application on a fact speciÑc basis is uncertain and diÇcult to predict. Several states have enacted state laws similar to the Fraud and Abuse law, which may include payors other than Medicare/Medicaid. In 1991, the OÇce of the Inspector General (""OIG'') of the United States Department of Health and Human Services issued regulations describing compensation arrangements that fall within a ""Safe Harbor'' and, therefore, are not viewed as illegal remuneration under the Fraud and Abuse Law. Failure to fall within a Safe Harbor does not mean that the Fraud and Abuse Law has been violated; however, the OIG has indicated that failure to fall within a Safe Harbor may subject an arrangement to increased scrutiny. Our business of managing physician-owned physical therapy facilities is regulated by the Fraud and Abuse Law and falls outside the complete scope of the Safe Harbors. We believe our arrangements comply with the Fraud and Abuse Law, even though federal courts provide little guidance as to the application of the Fraud and Abuse Law to these arrangements. If our management contracts are held to violate the Fraud and Abuse Law, it could have an adverse eÅect on our business, Ñnancial condition and results of operations. 9 In February 2000, the OIG issued a special fraud alert regarding the rental of space in physician oÇces by persons or entities to which the physicians refer patients. The OIG's stated concern in these arrangements is that rental payments may be disguised kickbacks to the physician-landlords to induce referrals. The Fraud and Abuse Law prohibits knowingly and willfully soliciting, receiving, oÅering or paying anything of value to induce referrals of items or services payable by a federal healthcare program. We rent clinic space for a number of our clinics from referring physicians and have taken the appropriate steps that we believe are necessary to ensure that all leases comply with the space rental Safe Harbor to the Fraud and Abuse Law. Further, on December 17, 2004, an advisory opinion was issued regarding management services arrangements. We have taken appropriate steps regarding the structure of such arrangements as we believe are necessary to comply. Stark Law. Provisions of the Omnibus Budget Reconciliation Act of 1993 (the ""Stark Law'') prohibit referrals by a physician for ""designated health services'' to an entity in which the physician or family member has an investment interest or other Ñnancial relationship, subject to several exceptions. The Stark Law covers a management contract with a physician group and any Ñnancial relationship between us and referring physicians, including any Ñnancial transaction resulting from a clinic acquisition. This law also prohibits billing for services rendered from a prohibited referral. Several states have enacted laws similar to the Stark Law, but these state laws may cover all (not just Medicare and Medicaid) patients. Many federal healthcare reform proposals in the past few years have expanded the Stark Law to cover all patients as well. As with the Fraud and Abuse Law, we consider the Stark Law in planning our clinics, marketing and other activities, and believe that our operations are in compliance with applicable law. If we fail to comply with the Stark Law our Ñnancial results and operations would be adversely aÅected. Penalties for violations include denial of payment for the services, signiÑcant civil monetary penalties, and exclusion from the Medicare and Medicaid programs. HIPAA. In an eÅort to further combat healthcare fraud and protect patient conÑdentially, Congress included several anti-fraud measures in the Health Insurance Portability and Accountability Act of 1996 (""HIPAA''). HIPAA created a source of funding for fraud control to coordinate federal, state and local healthcare law enforcement programs, conduct investigations, provide guidance to the healthcare industry concerning fraudulent healthcare practices, and establish a national data bank to receive and report Ñnal adverse actions. Additionally, HIPAA mandates the adoption of standards regarding the exchange of healthcare information in an eÅort to ensure the privacy and electronic security of patient information and standards relating to the privacy of health information. We believe that our operations fully comply with standards for privacy of protected healthcare information. We also must comply with HIPAA standards for the security of electronic health information by April of 2005. Sanctions for failing to comply with HIPAA include criminal penalties and civil sanctions. We cannot predict what negative eÅect, if any, HIPAA will have on our business. Other Regulatory Factors. Political, economic and regulatory inÖuences are fundamentally changing the healthcare industry in the United States. Congress, state legislatures and the private sector continue to review and assess alternative healthcare delivery and payment systems. Potential alternative approaches could include mandated basic healthcare beneÑts, controls on healthcare spending through limitations on the growth of private health insurance premiums and Medicare and Medicaid spending, the creation of large insurance purchasing groups, and price controls. Legislative debate is expected to continue in the future and market forces are expected to demand only modest increases or reduced costs. For instance, managed care entities are demanding lower reimbursement rates from healthcare providers and, in some cases, are requiring or encouraging providers to accept captivated payments that may not allow providers to cover their full costs or realize traditional levels of proÑtability. We cannot predict what impact the adoption of any federal or state healthcare reform measures or future private sector reform may have on our business. COMPETITION The healthcare industry generally, and the physical and occupational therapy businesses in particular, are highly competitive and undergo continual changes in the manner in which services are delivered and 10 providers are selected. Competitive factors aÅecting our business include quality of care, cost, treatment outcomes, convenience of location, and relationships with, and ability to meet the needs of, referral and payor sources. Our clinics compete directly or indirectly with the physical and occupational therapy departments of acute care hospitals, physician-owned therapy clinics, other private therapy clinics and chiropractors. Of these sources, we believe acute care hospital outpatient therapy clinics and private therapy clinic organizations are our primary competitors. We may face more intense competition as consolidation of the therapy industry continues through the acquisition of physician-owned and other privately owned therapy practices. We believe that our strategy of providing key therapists in a community with an opportunity to participate in clinic proÑtability provides us with a competitive advantage by helping to ensure the commitment of local management to the success of the clinic. We also believe that our competitive position is enhanced by our strategy of locating our clinics, when possible, on the ground Öoor of oÇce buildings and shopping centers with nearby parking, thereby making the clinics more easily accessible to patients. We oÅer convenient hours. We also attempt to make the decor in our clinics less institutional and more aesthetically pleasing than traditional hospital clinics. Finally, we believe that we can generally provide services at a lower cost than hospitals due to hospitals' higher overhead. COMPLIANCE PROGRAM Our Compliance Program. The ongoing success of our Company depends upon our reputation for quality service and ethical business practices. Our Company operates in a highly regulated environment with many federal, state and local laws and regulations. We take a proactive interest in complying with and understanding the laws and regulations that apply to our business. Our Board of Directors (""Board'') adopted a Code of Business Conduct and Ethics to clarify the ethical standards under which the directors and management carry out their duties. In addition, the Board has created a Corporate Compliance Sub-Committee of the Board Audit Committee (""Compliance Committee'') whose purpose is to assist the Board and its Audit Committee (""Audit Committee'') in discharging their oversight responsibilities with respect to compliance with federal and state laws and regulations relating to healthcare. We have issued an Ethics and Compliance Manual and created a compliance video. These tools were prepared to ensure that each clinic as well as every employee of our Company and our subsidiaries has a clear understanding of our mutual commitment to high standards of professionalism, honesty, fairness and compliance with the law in conducting business. These standards are administered by our Compliance OÇcer (""CO''), who reports to the Chairman of the Compliance Committee and has the responsibility for the day-to-day oversight, administration and development of our compliance program. The CO, internal and external counsel, management and the Compliance Committee review our policies and procedures for our compliance program from to time to time in order to improve operations and to ensure compliance with requirements of standards, laws and regulations and to reÖect the on-going compliance focus areas which have been identiÑed by the Compliance Committee. We also have established systems for reporting potential violations, educating our employees, monitoring and auditing compliance and handling enforcement and discipline. Committees. Our Compliance Committee, appointed by the Board, consists of three independent directors. The Compliance Committee has general oversight of our Company's compliance with the legal and regulatory requirements regarding healthcare operations. The Compliance Committee relies on the expertise and knowledge of management, especially the CO and other compliance and legal personnel. The CO is in ongoing contact with the Chairman of the Compliance Committee. The Compliance Committee meets at least four times a year or more frequently as necessary to carry out its responsibilities and reports periodically to the Board regarding its actions and recommendations. 11 In addition, management has appointed a team to address our Company's compliance with HIPAA. The HIPAA team consists of employees from our legal, information systems, Ñnance, operations, compliance, business services and human resources departments. The team prepares assessments and makes recommendations regarding operational changes and/or new systems, if needed, to comply with HIPAA. The team meets frequently. Each clinic has a formally appointed Governing Body composed of a member of management of the Company and the director/administrator of the clinic. The Governing Body retains legal responsibility for the overall conduct of the clinic. The members confer regularly and discuss, among other issues, clinic compliance with applicable laws and regulations. Reporting Violations. In order to facilitate our employees' ability to report in conÑdence, anonymously and without retaliation any perceived improper work-related activities and other violations of our compliance program, we have set up an independent national compliance hotline. The compliance hotline is available to receive conÑdential reports of wrongdoing Monday through Friday (excluding holidays), 24 hours a day. The compliance hotline is staÅed by experienced third party professionals trained to utilize utmost care and discretion in handling sensitive issues and classiÑed information. The information received is documented and forwarded timely to the CO, who, together with the Compliance Committee, has the power and resources to investigate and resolve matters of improper conduct. Educating Our Employees. We utilize numerous methods to train our employees in compliance related issues. The directors/administrators of each clinic are responsible to conduct the initial training sessions on corporate compliance with existing employees. Training is based on our Ethics and Compliance Manual and compliance video. The directors/administrators also provide periodic ""refresher'' training for existing employees and one-on-one comprehensive training with new hires. The Corporate Compliance group responds to questions from clinic personnel and will conduct frequent teleconference meetings on topics as deemed necessary. When a clinic opens, the CO sends a package of compliance materials containing manuals and detailed instructions for meeting Medicare Rehabilitation Agency (if applicable) and other compliance requirements. During follow up telephone training with the director/administrator of the clinic, the CO explains various details regarding requirements and compliance standards. The CO and the compliance staÅ will remain in contact with the director/administrator while the clinic is being brought up to compliance standards and to provide any assistance required. All new oÇce managers receive training (including Medicare, regulatory and corporate compliance, insurance billing, charge entry and transaction posting and coding, daily, weekly and monthly accounting reports) from the training staÅ at the corporate oÇce prior to beginning their duties at the clinic. The corporate compliance group will assist in continued compliance including guidance to the clinic in Medicare certiÑcations, state survey requirements and responses to any items noted by regulatory agencies. Monitoring and Auditing Compliance. The Company has in place audit programs and other procedures to monitor and audit compliance with application policies and procedures. We employ internal auditors who as part of their job responsibilities conduct periodic audits of each clinic. Each clinic is typically audited regularly and additional focused audits are performed as deemed necessary. During these audits, particular attention is paid to compliance with Medicare and internal policies, Federal and state laws and regulations, third party payor requirements, and patient chart documentation, billing, marketing, reporting, record keeping, collections and contract procedures. The audits are conducted on site and include interviews with the employees involved in management, operations, billing and accounts receivable. Formal audit reports are prepared and reviewed with corporate management and the Compliance Committee. Each clinic director/administrator will receive a letter instructing them of any corrective measures required. Each clinic director/administrator then works with the compliance team and operations to ensure such corrective measures are achieved. Recently, we added a Medicare Remediation Specialist to our compliance staÅ. The Medicare Remediation Specialist assists clinics in implementing corrective measures for items identiÑed during the audit process. 12 Handling Enforcement and Discipline. It is our policy that any employee who fails to comply with compliance program requirements or who negligently or deliberately fails to comply with known law or regulation speciÑcally addressed in our compliance program should be subject to disciplinary action up to and including immediate discharge. The Compliance Committee, Compliance staÅ, human resources staÅ and clinic management investigate violations of our compliance program and impose disciplinary action as considered appropriate. EMPLOYEES At December 31, 2004, we employed 1,349 people, of which 1,138 were full-time employees. At that date, none of our employees were governed by collective bargaining agreements or were members of unions. We consider our relations with our employees to be good. In the states in which our current clinics are located, persons performing designated physical and occupational therapy services are required to be licensed by the state. All persons currently employed by us who are required to be licensed are licensed. We are not aware of any federal licensing requirements applicable to our employees. AVAILABLE INFORMATION Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports Ñled or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available free of charge on our internet website at http://www.usph.com as soon as reasonably practicable after we electronically Ñle such material with, or furnish it to, the Securities and Exchange Commission. ITEM 2. PROPERTIES. We lease all of the properties used for our clinics under non-cancelable operating leases with terms ranging from one to Ñve years, with the exception of one clinic in Mineral Wells, Texas, which we own. We intend to lease the premises for any new clinics locations except in rare instances where leasing is not a cost-eÅective alternative. Our typical clinic occupies 1,500 to 3,000 square feet. We also lease our executive oÇces located in Houston, Texas, under a non-cancelable operating lease expiring in June 2010. We currently occupy approximately 37,537 square feet of space (including allocations for common areas) at our executive oÇces. ITEM 3. LEGAL PROCEEDINGS. We are involved in litigation and other proceedings arising in the ordinary course of business. While the ultimate outcome of lawsuits or other proceedings cannot be predicted with certainty, we do not believe the impact of existing lawsuits or other proceedings will have a material impact on our business, Ñnancial condition or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of our security holders during the fourth quarter of 2004. 13 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. PRICE QUOTATIONS Our common stock is traded on the Nasdaq National Market (""Nasdaq'') under the symbol ""USPH.'' As of March 4, 2005 there were 37 holders of record of our outstanding common stock. The table below indicates the high and low sales prices of our common stock reported for the periods presented. Quarter 2004 2003 High Low High Low First ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SecondÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Third ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Fourth ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $16.36 15.53 13.61 15.80 $12.62 12.10 12.00 13.32 $13.08 15.15 16.03 16.00 $ 9.65 10.55 11.37 12.16 Since inception we have not declared or paid cash dividends or made distributions on our equity securities, and we do not presently anticipate that we will pay cash dividends or make distributions. EQUITY COMPENSATION PLAN INFORMATION The following table provides information about our common stock that may be issued upon the exercise of options and rights under all of our existing equity compensation plans as of December 31, 2004, including the 1992 Stock Option Plan, 1999 Employee Stock Option Plan, Executive Option Plan and Inducement option agreements. Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights Weighted Average Exercise Price of Outstanding Options and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans, Excluding Securities ReÖected in 1st Column Plan Category Equity Compensation Plans Approved by Stockholders(1)ÏÏ 952,633 $11.8470 Equity Compensation Plans Not Approved by Stockholders(2)ÏÏ 238,894 Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,191,527 $13.1577 $12.1098 164,000 177,886 341,886 (1) The 1992 Stock Option Plan, as amended, (the ""1992 Plan'') expired in 2002, and no new option grants can be awarded subsequent to this date. The Executive Option Plan (the ""Executive Plan'') permits us to grant to oÇcers or our aÇliates, options to purchase shares of our common stock. No further grants of options will be made under the Executive Plan. The 2003 Stock Incentive Plan (the ""2003 Plan'') permits us to grant stock-based compensation to employees, consultants and outside directors of the Company. (2) The 1999 Employee Stock Option Plan (the ""1999 Plan'') permits us to grant to certain non-oÇcer employees non-qualiÑed options to purchase shares of our common stock. We granted Inducement options to certain individuals in connection with their oÅers of employment or initial aÇliation with us. Each inducement option was made pursuant to an option grant agreement. For further descriptions of the 1992 Plan, 1999 Plan, 2003 Plan and the Inducements, see Stock Option Plans'' in Note 8 of the Notes to the Consolidated Financial Statements in Item 8. 14 REPURCHASE OF COMMON STOCK The following table provides information regarding shares of the Company's common stock repurchased by the Company during the quarter ended December 31, 2004. Maximum Number of Shares that May Yet Be Total Number of Purchased Under the Shares Purchased Paid per Share Plans or Programs(1) Plans or Programs(1) Total Number of Shares Purchased as Part of Publicly Announced Average Price Period October 1, 2004 through October 31, 2004 ÏÏÏÏÏÏ November 1, 2004 through November 30, 2004 ÏÏÏÏ December 1, 2004 through December 31, 2004 ÏÏÏÏ Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 323,403 7,700 $14.17 98,700 $15.11 217,003 $15.33 $15.24 7,700 98,700 217,003 323,403 N/A N/A 444,197 444,197 (1) In the Company's Form 10-K for the year ended December 31, 2001, Ñled with the SEC on April 1, 2002, the Company announced that in September 2001 the Board had authorized the repurchase of up to 1,000,000 shares of the Company's outstanding common stock. In the Company's Form 10-Q for the quarter ended March 31, 2003, Ñled with the SEC on May 5, 2003, the Company announced that on February 26, 2003 the Board had authorized a new share repurchase program of up to 250,000 shares of the Company's outstanding common stock. In the Company's Form 8-K Ñled on December 9, 2004, the Company announced that on December 8, 2004, the Board had authorized a new share repurchase program of up to 500,000 shares of the Company's outstanding common stock. All shares of common stock repurchased by the Company during the quarter ended December 31, 2004 were purchased under these programs. In the third quarter of 2004, the Company purchased 50,000 shares of its common stock for an aggregate cost of $656,000. The total shares purchased in 2004 totaled 373,403. ITEM 6. SELECTED FINANCIAL DATA. The following selected Ñnancial data should be read in conjunction with the description of our critical accounting policies set forth in Item 7. Year Ended December 31, 2004 2003 2002 2001 2000 Net revenues(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Operating income(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income before income taxes ÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income per common share: Basic(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Diluted(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total assets(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Long-term debt, less current portion ÏÏÏ Working capital(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Current ratio(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total long-term debt to total capitalization(3) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ See Notes on following page. $118,308 $ 15,993 $ 10,777 6,678 $ 0.56 $ $ 0.54 $ 61,608 $ 34,988 7.23 ($ in thousands, except per share data) $80,811 $105,513 $16,811 $ 16,942 $11,503 $ 11,783 $ 7,071 7,331 $ $94,653 $18,788 $13,724 $ 8,488 0.66 $ $ 0.61 $ 54,839 83 $ 28,728 5.57 0.77 $ $ 0.67 $43,535 $ 2,350 $20,764 6.17 0.70 $ $ 0.55 $37,520 $ 3,021 $19,654 6.04 Ì $ $63,069 $10,231 $ 6,138 $ 3,735 0.40 $ $ 0.34 $23,507 $ 7,226 $10,791 3.83 Ì Ì 0.07 0.12 0.46 15 (1) Certain reclassiÑcations have been made to prior year amounts to conform to current year presentation. In response to the February 7, 2005 letter from the Chief Accountant of the Securities and Exchange Commission to the American Institute of CertiÑed Public Accountants, the Company undertook a comprehensive review of its accounting practices for leases. The Company had historically accounted for tenant improvements allowances as reductions to the related leasehold improvement asset on the consolidated balance sheets and capital expenditures in investing activities on the consolidated statements of cash Öows. Management determined the FASB Technical Bulletin No. 88-1, ""Issues Relating to Accounting for Leases,'' requires these allowances to be recorded as deferred rent liabilities on the consolidated balance sheets and as a component of operating activities on the consolidated statements of cash Öows. The Company made a cumulative adjustment in the prior year balance sheet which had the eÅect of increasing Ñxed assets, net and deferred rent by approximately $1.5 million. This cumulative adjustment did not have any eÅect on the prior year income statements and was immaterial with respect to the statements of cash Öows. In addition, the components of deferred taxes have been appropriately classiÑed in the prior year balance sheets. In addition, the Consolidated Balance Sheet as of December 31, 2003 reÖects a revision in classiÑcation to accrued liabilities of credit balances previously included as an oÅset to accounts receivable. The credit balances are primarily related to patients and payors. The Consolidated Statements of Net Income reÖect a reclassiÑcation of interest income from net revenues to interest income/expense, net. (2) All per share information has been adjusted to reÖect a two-for-one stock split on January 5, 2001, and a three-for-two stock split on June 28, 2001. (3) In 2003, the majority of the Company's outstanding debt was classiÑed as short-term resulting in the ratio of total long-term debt to total capitalization being less than 0.01 to 1. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. EXECUTIVE SUMMARY Our Business. We operate outpatient physical and/or occupational therapy clinics that provide preventative and post-operative care for a variety of orthopedic-related disorders and sports-related injuries, treatment for neurologically-related injuries and rehabilitation of injured workers. At December 31, 2004 we operated 264 outpatient physical and occupational therapy clinics in 35 states. The average age of our clinics at December 31, 2004, was 4.5 years. We have developed 258 of the clinics and acquired six. To date, we have sold four clinics, closed 34 facilities due to substandard performance, and consolidated four clinics with other existing clinics. In 2004, we added 35 new clinics, closed 12 and sold 1. In addition to our owned clinics, we also manage physical therapy facilities for third parties, primarily physicians, with four third-party facilities under management as of December 31, 2004. CRITICAL ACCOUNTING POLICIES Critical accounting policies are those that have a signiÑcant impact on our results of operations and Ñnancial position involving signiÑcant estimates requiring our judgment. Our critical accounting policies are: Revenue Recognition. We bill third-party payors for services at standard rates. Net patient revenues are based on established billing rates, less allowances and discounts for patients covered by contractual programs. Payments received under these programs are based on predetermined rates and are generally less than the established billing rates of the clinics. Net patient revenues reÖect reserves, evaluated monthly by management, for contractual and other adjustments agreed to or established with payors. Reimbursement for Medicare beneÑciaries is based upon a fee schedule published by HHS. For a more complete description of our third party revenue sources, see ""Business Ì Sources of Revenue'' in Item 1. 16 Allowance for Doubtful Accounts. We review the accounts receivable aging and rely on prior experiences with particular payors to determine an appropriate reserve for doubtful accounts. Historically, clinics that have large numbers of aged accounts generally have less favorable collection experience, and thus they require a higher allowance. Accounts that are ultimately determined to be uncollectible are written oÅ against our bad debt allowance. The amount of our aggregate bad debt allowance is regularly reviewed for adequacy in light of current and historical experience. Accounting for Income Taxes. As part of the process of preparing the consolidated Ñnancial statements, we must estimate our federal and state income tax liability, as well as assess temporary diÅerences resulting from diÅering treatment of items (such as bad debt expense and amortization of leasehold improvements) for tax and for accounting purposes. The diÅerences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We periodically assess the likelihood that deferred tax assets will be recovered from future taxable income, and if not, establish a valuation allowance. Carrying Value of Long-Lived Assets. Our property and equipment, intangible assets and goodwill (collectively, our ""long-lived assets'') comprise a signiÑcant portion of our total assets. We account for our long-lived assets pursuant to Statement of Financial Accounting Standards No. 144. This accounting standard requires that we periodically, and upon the occurrence of certain events, assess the recoverability of our long-lived assets. If the carrying value of our property and equipment or intangible assets exceeds their undiscounted cash Öows, we are required to write the carrying value down to estimated fair value. Also, if the carrying value of our goodwill exceeds the estimated fair value, we are required to allocate the estimated fair value to our assets and liabilities, as if we had just acquired it in a business combination. We then write-down the carrying value of our goodwill to the implied fair value. Any such write-down is included as an impairment loss in our consolidated statement of net income. Judgment is required to estimate the fair value of our long-lived assets. We may use quoted market prices, prices for similar assets, present value techniques and other valuation techniques to prepare these estimates. In addition, we may obtain independent appraisals in certain circumstances. We may need to make estimates of future cash Öows and discount rates as well as other assumptions in order to apply these valuation techniques. Irrespective of our valuation analysis, future market conditions may deteriorate. Accordingly, any value ultimately derived from our long-lived assets may diÅer from our estimate of fair value. Accounting for Minority Interests. In the majority of our partnership agreements, the therapist partner begins with a 20% proÑt interest in his or her clinic partnership, which increases by 3% at the beginning of each subsequent year up to a maximum of 35%. Within the balance sheet and statement of net income, we record partner therapists' proÑt interest in the clinic partnerships as minority interest in earnings of subsidiary limited partnerships for those formed prior to January 18, 2001. The Emerging Issues Task Force (""EITF'') issued EITF 00-23, ""Issues Related to the Accounting for Stock Compensation under APB No. 25 and FASB Interpretation No, 44'', which provides speciÑc accounting guidance relating to various incentive compensation issues. We reviewed EITF 00-23 with respect to the partnership structure and the accounting for minority interests and concluded that for partnerships formed after January 18, 2001, EITF 00-23 requires us to expense as compensation rather than as a minority interest in earnings, the clinic partners' interest in proÑts. Moreover, EITF 00-23 also requires, as to clinic partnerships formed after January 18, 2001, that we expense as compensation rather than capitalizing as goodwill, the purchase of minority interest in the partnerships. At December 31, 2004, we operated 178 clinics which had a minority interest. In accordance with the above, for the years ended December 31, 2004, 2003 and 2002, we have expensed $823,000, $428,000 and $306,000, respectively, of the minority interests in earnings of subsidiary limited partnerships relating to certain partnerships formed after January 18, 2001, as salaries and related costs. As of December 31, 2004, 2003 and 2002, $490,000, $346,000, and $276,000, respectively, in undistributed minority interests related to those partnerships is classiÑed as other long-term liabilities. This change in classiÑcation had no eÅect on net income at December 31, 2004, 2003 and 2002 but rather resulted in a reclassiÑcation from minority interests in earnings to salaries and related costs. See ""Minority 17 Interest'' (a subsection of ""SigniÑcant Accounting Policies'') Ì Note 2 of the Notes to Consolidated Financial Statements in Item 8. SELECTED OPERATING AND FINANCIAL DATA The following table presents selected operating and Ñnancial data. We view the non-Ñnancial data points as key indicators of our operating performance. In particular, we view average visits per day per clinic as a material component of our operating performance. As indicated below, the number of daily visits to our clinics has declined from an average of 22.1 per clinic during 2002 to an average of 18.9 per clinic during 2004. For the Years Ended December 31, 2003 2002 2004 Number of clinics ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Working days ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Average visits per day per clinic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total patient visits ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net patient revenue per visit ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Statements of operations per visit: Net revenuesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Salaries and related costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Rent, clinic supplies and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Provision for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ $ Closure costsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Gain on sale or disposal of Ñxed assetÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Corporate oÇce costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 264 255 18.9 1,206,359 96.40 98.07 (48.95) (20.67) (1.07) 27.38 (0.57) 0.37 (13.93) $ $ 242 254 19.9 1,111,852 92.84 94.89 (47.13) (19.09) (0.84) 27.83 (0.03) Ì $ $ 202 254 22.1 1,004,437 91.93 94.23 (44.66) (17.93) (1.66) 29.98 Ì Ì (12.56) (11.28) Operating incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 13.25 $ 15.24 $ 18.70 RESULTS OF OPERATIONS FISCAL YEAR 2004 COMPARED TO FISCAL 2003 ‚ Net revenues rose 12% to $118.3 million from $105.5 million primarily due to an 8% increase in patient visits to 1.2 million and a $3.56 or 4% increase in net patient revenues per visit to $96.40. ‚ Net income declined 9% to $6.7 million from $7.3 million. ‚ Earnings per share decreased 11% to $0.54 per diluted share from $0.61 per diluted share. Total diluted shares outstanding at December 31, 2004 and 2003 were 12.4 million and 12.2 million, respectively. Net Patient Revenues ‚ Net patient revenues increased to $116.3 million for the year ended December 31, 2004 (""2004'') from $103.2 million for the year ended December 31, 2003 (""2003''), an increase of $13.0 million, or 13%, primarily due to an 8% increase in patient visits to 1.2 million and a $3.56 increase in patient revenues per visit to $96.40. The increase in patient revenues per visit was primarily due to contractual fee increases. ‚ Total patient visits increased 94,500, or 8%, to 1.2 million for 2004 from 1.1 million for 2003. The growth in visits for the period was attributable to approximately 25,500 visits in clinics opened during 2004 (""New Clinics'') together with a 69,000 or 6% increase in visits for clinics opened 18 prior to 2004 (""Mature Clinics''). For clinics opened in 2003, the number of visits increased by 113,000 for 2004 compared to 2003. For clinics opened prior to 2003, the number of visits decreased by 44,000 in 2004 compared to 2003. ‚ Net patient revenues from New Clinics accounted for approximately 19% of the total increase, or approximately $2.5 million. The remaining increase of $10.5 million in net patient revenues was from Mature Clinics. Net patient revenues are based on established billing rates less allowances and discounts for patients covered by workers' compensation programs and other contractual programs. Net patient revenues reÖect contractual and other adjustments, which we evaluate quarterly, relating to patient discounts from certain payors. Payments received under these programs are based on predetermined rates and are generally less than the established billing rates of the clinics. Clinic Operating Costs Clinic operating costs were 72% of net revenues for 2004 and 71% of net revenues for 2003. Each component of clinic operating costs is discussed below: Clinic Operating Costs Ì Salaries and Related Costs Salaries and related costs increased to $59.1 million for 2004 from $52.4 million for 2003, an increase of $6.6 million, or 13%. Approximately 29% of the increase, or $1.9 million, was attributable to the New Clinics. The remaining 71% of the increase, or $4.7 million, was due to higher costs at various Mature Clinics due to ramping up activities. Salaries and related costs as a percent of net revenues was 50% for both 2004 and 2003. Clinic Operating Costs Ì Rent, Clinic Supplies and Other Rent, clinic supplies and other costs increased to $24.9 million for 2004 from $21.2 million for 2003, an increase of $3.7 million, or 17%. Approximately 41% of the increase or $1.5 million was attributable to the New Clinics, $1.9 million was attributable to various Mature Clinics due to escalating rent costs and $0.3 million was attributable to lease expense as described in the next sentence. In response to the February 7, 2005 letter from the Chief Accountant of the Securities and Exchange Commission to the American Institute of CertiÑed Public Accountants, we undertook a comprehensive review of our accounting practices for leases. As a result of this review, we made an accounting adjustment that resulted in an acceleration of rent expense under certain leases that contained rent abatements and/or Ñxed escalations in rental payments. We recorded a cumulative rent expense adjustment relating to this matter principally for the years 2001 to 2004 of approximately $254,000 pre-tax in the fourth quarter of 2004. See Note 2 of the Notes to the Consolidated Financial Statements for further discussion. Rent, clinic supplies and other costs as a percent of net revenues was 21% and 20% for 2004 and 2003, respectively. Clinic Operating Costs Ì Provision for Doubtful Accounts The provision for doubtful accounts increased to $1.3 million for 2004 from $932,000 for 2003, an increase of $360,000 or 39%. The provision for doubtful accounts as a percent of net patient revenues was 1% for both 2004 and 2003. Our allowance for bad debts as a percent of total patient accounts receivable was 12% at December 31, 2004, as compared to 19% at December 31, 2003 (adjusted for the reclassiÑcation of accounts receivable credits to accrued liabilities Ì See Note 2 of the Notes to the Consolidated Financial Statements). Closure Costs In the 2004 third quarter, we recognized a loss of $815,000 related to the closure of eight clinics. In the fourth quarter, we recognized a loss of $42,500 related to a closed clinic, which was oÅset by a 19 $121,000 beneÑt resulting from our ability to reduce liabilities related to lease obligations on the eight clinic closures in the third quarter through renegotiation and early termination of certain leases. See Note 4 of the Notes to Consolidated Financial Statements for further discussion. Gain on Sale of Clinic Assets On June 30, 2004, we recognized a gain of $452,000 primarily related to the sale of a clinic. See Note 4 of the Notes to the Consolidated Financial Statements for further discussion. Corporate OÇce Costs Corporate oÇce costs, consisting primarily of salaries and beneÑts of corporate oÇce personnel, rent, insurance costs, depreciation and amortization, travel, legal, compliance, professional, marketing and recruiting fees, increased to $16.8 million for 2004 from $14.0 million for 2003, an increase of $2.8 million, or 20%. Salary expense increased due to a one time charge of $650,000 related to the resignation of our former CEO along with $220,000 in recruiting fees primarily related to the CEO search. Additionally, there was an increase of $325,000 related to the new Chief Operating OÇcer and Chief Financial OÇcer and corporate bonus accruals of $300,000. Legal expense increased by $624,000 due to various legal issues. Accounting fees increased by $470,000 primarily due to implementing requirements of the Sarbanes-Oxley Act of 2002 and increased tax compliance and auditing fees. Corporate oÇce costs as a percent of net revenues increased to 14% for 2004 from 13% for 2003. Minority Interests in Earnings of Subsidiary Limited Partnerships Minority interests in earnings of subsidiary limited partnerships increased 7% to $5.4 million for 2004 from $5.0 million for 2003. As a percentage of operating income, minority interest increased to 34% for 2004 from 30% for 2003. In the majority of our partnership agreements, the therapist partner begins with a 20% proÑt interest in his or her clinic partnership, which increases by 3% at the beginning of each subsequent year up to a maximum of 35%. Provision for Income Taxes The provision for income taxes decreased to $4.1 million for 2004 from $4.5 million for 2003, a decrease of approximately $353,000, or 8% as a result of lower pre-tax income. During 2004 and 2003, we accrued state and federal income taxes at an eÅective tax rate of 38%. FISCAL YEAR 2003 COMPARED TO FISCAL YEAR 2002 ‚ Net revenues rose 11% to $105.5 million from $94.7 million primarily due to an 11% increase in patient visits to 1.1 million and a $0.91 increase in net patient revenues per visit to $92.84. ‚ Net income declined 14% to $7.3 million from $8.5 million. ‚ Earnings per diluted share were $0.61 for 2003 and $0.67 for the year ended December 31, 2002 (""2002''). Total diluted shares at December 31, 2003 were 12.2 million, a reduction of approximately 700,000 shares from 12.9 million at December 31, 2002 primarily due to a decrease in the dilutive eÅect on stock options of approximately 750,000 shares, oÅset with an increase in the number of weighted-average shares outstanding of approximately 75,000 shares. The 750,000 decrease in the dilutive eÅect on stock options was directly related to a decline in average year to date stock price to $13.10 for 2003 compared to $14.97 for 2002 and a decline in the total number of options outstanding to 1,167,441 for 2003 compared to 1,698,941 for 2002. Net Patient Revenues ‚ Net patient revenues increased to $103.2 million for 2003 from $92.3 million for 2002, an increase of $10.9 million, or 12%, primarily due to an 11% increase in patient visits to 1.1 million and a $0.91 increase in patient revenues per visit to $92.84. 20 ‚ Total patient visits increased 107,000, or 11%, to 1.1 million for 2003 from 1.0 million for 2002. The growth in visits for the year was attributable to an increase of 103,000 visits in clinics opened between January 1, 2002 and December 31, 2002 and 40,000 visits from clinics developed during 2003 (the ""2003 New Clinics''), oÅset by a 36,000 decrease in visits for clinics opened before January 1, 2002. We believe the decrease in visits for clinics opened before January 1, 2002 was primarily a result of increases in patient co-payments and deductibles which contributed to some softness in the therapy sector. We also believe that in certain markets this decline was attributable to higher unemployment rates or increased competition levels. ‚ Net patient revenues from 2003 New Clinics accounted for approximately 36% of the increase, or approximately $3.9 million. The remaining increase of $7 million in net patient revenues was from clinics opened prior to January 1, 2003 (the ""2003 Mature Clinics''). Of the $7 million increase, $10 million related to 40 clinics opened during 2002, oÅset by a $3 million decrease in clinics opened prior to January 1, 2002. In addition, of the $7 million increase in net patient revenues from the 2003 Mature Clinics, $6.2 million of this increase related to a 7% increase in patient visits, while $880,000 was due to a less than 1% increase in the average net revenue per visit. Clinic Operating Costs Clinic operating costs as a percent of net revenues were 71% for 2003 and 68% for 2002. Clinic Operating Costs Ì Salaries and Related Costs Salaries and related costs increased to $52.4 million for 2003 from $44.9 million for 2002, an increase of $7.5 million, or 17%. Approximately 34% of the increase, or $2.6 million, was incurred at the 2003 New Clinics. The remaining 66% increase, or $5 million, was due principally to an increase in salaries and related costs of $4.5 million in 2003 Mature Clinics opened in 2002 that experienced an increase in clinic staÅ to meet the increase in patient visits. Additionally, salaries and related costs increased $218,000 and $122,000 relating to increased group health insurance cost and compensation costs associated with minority interests in earnings of subsidiary limited partnerships relating to the 30 partnerships formed after January 18, 2001, respectively. Bonuses are based on the net revenues and operating proÑt generated by the individual clinics. Salaries and related costs as a percent of net revenues were 50% for 2003 and 47% for 2002. Clinic Operating Costs Ì Rent, Clinic Supplies and Other Rent, clinic supplies and other increased to $21.2 million for 2003 from $18 million for 2002, an increase of $3.2 million, or 18%. The $3.2 million consisted of a $2 million increase in rent, clinic supplies and other at 2003 New Clinics with the remaining $1.2 million in our 2003 Mature Clinics. Rent, clinic supplies and other as a percent of net revenues increased to 20% for 2003 from 19% for 2002. Clinic Operating Costs Ì Provision for Doubtful Accounts The provision for doubtful accounts decreased to $932,000 for 2003 from $1.7 million for 2002, a decrease of $737,000 or 44%. This decrease was primarily due to enhanced collection eÅorts and a resulting improvement in experience. The provision for doubtful accounts as a percent of net patient revenues decreased to 0.9% for 2003 from 1.8% for 2002. Our allowance for bad debts as a percent of total patient accounts receivable was 19% at December 31, 2003, as compared to 24% at December 31, 2002. Accounts receivable days outstanding decreased to 68 days at December 31, 2003 as compared to 71 days at December 31, 2002. The provision for doubtful accounts for each period is based on a detailed, clinic-by-clinic review of overdue accounts. Corporate OÇce Costs Corporate oÇce costs, consisting primarily of salaries and beneÑts of corporate oÇce personnel, rent, insurance costs, depreciation and amortization, travel, legal, compliance, professional, marketing and 21 recruiting fees, increased to $14.0 million for 2003 from $11.3 million for 2002, an increase of $2.7 million, or 24%. Corporate oÇce costs increased primarily as a result of an increase in salaries and beneÑts, recruitment fees, severance costs, depreciation expense, higher legal and accounting fees and an increase in insurance premiums. Corporate oÇce costs as a percent of net revenues increased to 13% for 2003 from 12% for 2002. Minority Interests in Earnings of Subsidiary Limited Partnerships Minority interests in earnings of subsidiary limited partnerships increased to $5 million for 2003 from $4.9 million for 2002, an increase of $89,000, or 2%. The increase in minority interests in earnings resulted from an increase in the limited partnerships' proÑt interest in Mature Clinics opened prior to January 18, 2001, oÅset by the 2003 amount of minority interest classiÑed as salaries and related costs. As a percentage of operating income, minority interest increased to 30% for 2003 from 26% for 2002. See Note 2 of the Notes to the Consolidated Financial Statements for further discussion. Provision for Income Taxes The provision for income taxes decreased to $4.5 million for 2003 from $5.2 million for 2002, a decrease of approximately $0.8 million, or 15% as a result of lower pre-tax income. During 2003 and 2002, we accrued state and federal income taxes at an eÅective tax rate of 38%. LIQUIDITY AND CAPITAL RESOURCES We believe that our business is generating enough cash Öow from operating activities to allow us to meet our short-term and long-term cash requirements excluding possible acquisitions. At December 31, 2004, we had $20.6 million in cash and cash equivalents compared to $16.8 million at December 31, 2003, an increase of 23%. Although the start-up costs associated with opening new clinics, and our planned capital expenditures are signiÑcant, we believe that our cash and cash equivalents are suÇcient to fund the working capital needs of our operating subsidiaries, future clinic development and investments. Included in cash and cash equivalents at December 31, 2004 were $1.9 million in a money market fund and $13.7 million in a short-term debt instrument issued by an agency of the U.S. Government. The increase in cash of $3.7 million from December 31, 2003 to December 31, 2004 is due primarily to $17.9 million in cash provided by operating activities, oÅset by cash used in Ñnancing and investing activities of $9.2 million and $5.0 million, respectively. In 2004, we used $5.3 million for distributions to minority investors in subsidiary limited partnerships, $5.6 million to repurchase 373,403 shares of common stock of the Company, $5.0 million to purchase Ñxed assets and $0.5 million for intangibles. During 2004, the exercise of stock options generated $1.8 million in cash to the Company and resulted in a related tax beneÑt of $1.6 million. Our current ratio increased to 7.2 to 1.0 at December 31, 2004 from 5.6 to 1.0 at December 31, 2003. The increase in the current ratio is due primarily to the conversion of Convertible Subordinated Notes into common stock of the Company upon maturity and the increase in cash and cash equivalents. We have future obligations for debt repayments and future minimum rentals under operating leases. The obligations as of December 31, 2004 are summarized as follows (in thousands): Contractual Obligation Total 2005 2006 2007 2008 2009 Thereafter Notes Payable ÏÏÏÏÏÏÏÏÏÏ Employee AgreementsÏÏÏÏ Operating Leases ÏÏÏÏÏÏÏÏ $ 70 17,092 31,060 $ 70 12,555 9,413 $ Ì $ Ì $ Ì $ Ì 103 2,162 2,458 8,258 1,594 6,653 382 4,125 Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $48,222 $22,038 $10,716 $8,247 $4,507 $2,265 $ Ì Ì 449 $449 In 2002, $667,000 of a convertible subordinated note was converted into 200,100 shares of common stock, leaving a $2.3 million balance at December 31, 2003 and 2002. On January 12, 2004, $666,660 of the convertible subordinated note was converted into 200,000 shares of common stock and, on June 30, 22 2004, the Ñnal remaining $1.7 million balance was converted by the note holder into 499,900 shares of common stock. We do not currently have a credit line or other credit arrangements. Historically, we have generated suÇcient cash from operations to fund our development activities and cover operational needs. We generally develop new clinics rather than acquire them which requires less capital. We plan to continue developing new clinics and may also make acquisitions in select markets. We have from time to time purchased the minority interests of limited partners in our clinic partnerships. We may purchase additional minority interests in the future. Generally, any acquisition or purchase of minority interests are expected to be accomplished using a combination of cash, notes or common stock. We believe that existing funds, supplemented by cash Öows from existing operations, will be suÇcient to meet our current operating needs, development plans and any purchases of minority interests through at least 2005. In September 2001, the Board of Directors (""Board'') authorized management to purchase, in the open market or in privately negotiated transactions, up to 1,000,000 shares of our common stock. On February 26, 2003 and on December 8, 2004, the Board authorized share repurchase programs of up to 250,000 and 500,000 additional shares, respectively, of our outstanding common stock. As of December 31, 2004, there were 444,000 shares that can be purchased under these programs. As there is no expiration for the Board authorizations, additional shares may be purchased from time to time in the open market or private transactions. Shares purchased are held as treasury shares and may be used for valid corporate purposes or retired as the Board deems advisable. During the years ended December 31, 2004, 2003 and 2002, we purchased 373,403; 1,800 and 795,600 shares, respectively, of our common stock on the open market for $5.6 million, $20,410 and $10.5 million, respectively. RECENTLY PROMULGATED ACCOUNTING PRONOUNCEMENTS In May 2003, FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (""SFAS 150''), was issued. SFAS 150 establishes standards for the classiÑcation and measurement of certain Ñnancial instruments of both liabilities and equity. SFAS 150 also includes disclosures for Ñnancial instruments within its scope. For the Company, SFAS 150 was eÅective for instruments entered into or modiÑed after May 31, 2003 and otherwise was eÅective as of January 1, 2004, except for mandatorily redeemable Ñnancial instruments. For certain redeemable Ñnancial instruments, SFAS 150 will be eÅective for us on January 1, 2005. The eÅective date has been deferred indeÑnitely for certain other types of mandatory instruments. The adoption of SFAS 150 did not have an impact on our Ñnancial condition or results of operations. In December 2003, the FASB issued Revised Interpretation No. 46, Consolidation of Variable Interest Entities (""FIN 46R''), which requires the consolidation of variable interest entities. FIN 46R, as revised, was applicable to Ñnancial statements of companies that had interests in ""special purpose entities'' during 2003. EÅective as of the Ñrst quarter of 2004, FIN 46R is applicable to Ñnancial statements of companies that have interests in all other types of entities. Adoption of FIN 46R had no eÅect on our Ñnancial position, results of operations or cash Öows. In May 2004, the FASB issued FASB StaÅ Position 106-2, ""Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003'' (""FSP 106-2''), which requires measures of the accumulated postretirement beneÑt obligation and net periodic postretirement beneÑt costs to reÖect the eÅects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP 106-2 supersedes FSP 106-1 and is eÅective for interim or annual reporting periods beginning after June 15, 2004. The adoption of FSP 106-2 did not have an impact on our Ñnancial condition or results of operations. In December 2004, the FASB issued Revised SFAS 123, ""Share Based Payment'' (""SFAS 123R''), which is a revision of SFAS 123 and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires us to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an 23 employee is required to provide service in exchange for the award Ì the requisite service period (usually the vesting period). SFAS 123R requires that the grant-date fair value of employee share options and similar instruments be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). SFAS 123R is eÅective as of the beginning of the Ñrst interim or annual period that begins after June 15, 2005. For the Company, SFAS 123R is eÅective for our third quarter which begins July 1, 2005. SFAS 123R permits companies to adopt its requirements using either a ""modiÑed prospective'' method, or a ""modiÑed retrospective'' method. Under the ""modiÑed prospective'' method, compensation cost is recognized in the Ñnancial statements beginning with the eÅective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and for all unvested awards granted prior to the eÅective dated. Under the ""modiÑed retrospective'' method, the requirements are the same as under the ""modiÑed prospective'' method, but this method also permits entities to restate Ñnancial statements of previous periods based on proforma disclosures made in accordance with SFAS 123. We currently utilize Black-Scholes, a standard option pricing model, to measure the fair value of stock options granted to employees. While SFAS 123R permits entities to continue to use such a model, the standard also permits the use of a ""lattice'' model. We have not yet determined the model we will use to measure the fair value of employee stock options upon the adoption of SFAS 123R. Also, SFAS 123R requires that the beneÑts associated with the tax deductions in excess of recognized compensation cost be reported as a Ñnancing cash Öow, rather than as an operating cash Öow as required under current literature. The requirement will reduce net operating cash Öows and increase net Ñnancing cash Öows in periods after the eÅective date. These future amounts cannot be estimated, because they depend on, among other things, when and if employees exercise stock options. However, the amount of operating cash Öows recognized in the prior periods for the tax beneÑt from exercise of stock options, as shown in the Consolidated Statements of Cash Flows, were $1.6 million for 2004, $2.0 million for 2003 and $4.2 million for 2002. We currently expect to adopt SFAS 123R eÅective July 1, 2005; however, we are evaluating our method of estimating the grant-date fair value and which of the aforementioned adoption methods we will use. Based on stock options granted to its employees through December 31, 2004, we expect that the adoption of SFAS 123R, would reduce both third quarter 2005 and fourth quarter 2005 net earnings by approximately $65,000 each. Previously, in December 2002, the FASB issued SFAS No. 148, ""Accounting for Stock-Based Compensation Ì Transition and Disclosure, an amendment of FASB Statement No. 123,'' (""SFAS 148'') which provides alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also amends certain disclosures under SFAS 123 and Accounting Principles Board Opinion No. 28, ""Interim Financial Reporting,'' to require prominent disclosure about the eÅects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. SFAS 148 was eÅective for Ñscal years ending after December 15, 2002. For 2004, 2003 and 2002, we continued to use the provisions of APB Opinion No. 25, ""Accounting for Stock Issued to Employees'' to account for employee stock options and apply the disclosures required under SFAS 123 and SFAS 148. FACTORS AFFECTING FUTURE RESULTS Clinic Development As of December 31, 2004, we had 264 clinics in operation, 35 of which opened in 2004. We expect to incur initial operating losses from new clinics opened in 2005, which will impact our operating results. Generally we experience losses during the initial period of a new clinic's operation. Operating margins for newly opened clinics tend to be lower than more seasoned clinics because of start-up costs and lower patient visits and revenues. Patient visits and revenues gradually increase in the Ñrst year of operation, as patients and referral sources become aware of the new clinic. Revenues tend to increase signiÑcantly during the two to three years following the Ñrst anniversary of a clinic opening. Based on historical 24 performance of our new clinics, generally the clinics opened in 2004 and late 2003 would favorably impact our results of operations beginning in 2005. Convertible Subordinated Debt In May 1994, we issued a $3 million 8% Convertible Subordinated Note, Series C, due June 30, 2004 (the ""Series C Note''). The Series C Note was convertible at the option of the holder into shares of Company common stock determined by dividing the principal amount of the Note being converted by $3.33. The Series C Note bore interest from the date of issuance at a rate of 8% per annum, payable quarterly. In June 2002, $667,000 of the Series C Note was converted by the note holder into 200,100 shares of common stock. The principal amount under the Series C Note was $2.3 million at December 31, 2003. On January 12, 2004, $666,660 of the Series C Note was converted by the note holder into 200,000 shares of common stock. On June 30, 2004, the Ñnal remaining balance of $1.7 million of the Series C Note was converted by the note holder into 499,900 shares of common stock. The Series C Note was unsecured and subordinated in right of payment to all other indebtedness for borrowed money incurred by the Company. See Note 6 of the Notes to the Consolidated Financial Statements in Item 8. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We do not maintain any derivative instruments, interest rate swap arrangements, hedging contracts, futures contracts or the like. Our only indebtedness as of December 31, 2004 was other notes of $70,000. See Note 6 of the Notes to the Consolidated Financial Statements in Item 8. 25 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND RELATED INFORMATION Management's Report on Internal Control Over Financial Reporting ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Report of Independent Registered Public Accounting Firm Ì Grant Thornton LLP ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Independent Auditors' Attestation of Management's Evaluation of Internal ControlsÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Report of Independent Registered Public Accounting Firm Ì KPMG LLP ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Audited Financial Statements: Consolidated Balance Sheets as of December 31, 2004 and 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Consolidated Statements of Net Income for the years ended December 31, 2004, 2003 and 2002ÏÏÏ Consolidated Statements of Shareholders' Equity for the years ended December 31, 2004, 2003 and 2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002 ÏÏÏ Notes to Consolidated Financial Statements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 27 28 29 30 31 32 33 34 35 26 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over Ñnancial reporting. U.S. Physical Therapy, Inc. and subsidiaries' (the ""Company's'') internal control over Ñnancial reporting is designed to provide reasonable assurance regarding the reliability of the preparation and reporting of Ñnancial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over Ñnancial reporting includes those policies and procedures that: ‚ Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reÖect the transactions and dispositions of the assets of the Company; ‚ Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ñnancial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made in accordance with authorizations of the Company's management and directors; and ‚ Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material eÅect on the Ñnancial statements. Management assessed the eÅectiveness of the Company's internal control over Ñnancial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, management believes that the Company maintained eÅective internal control over Ñnancial reporting as of December 31, 2004. Because of its inherent limitations, internal control over Ñnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of eÅectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company's independent registered public accounting Ñrm has audited and issued their report on management's assessment of the Company's internal control over Ñnancial reporting, which appears on page 29. March 14, 2005 27 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of U.S. Physical Therapy, Inc. We have audited the accompanying consolidated balance sheet of U.S. Physical Therapy, Inc. (a Nevada corporation) and subsidiaries as of December 31, 2004, and the related consolidated statements of net income, shareholders' equity, and cash Öows for the year then ended. These Ñnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Ñnancial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Ñnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Ñnancial statements. An audit also includes assessing the accounting principles used and signiÑcant estimates made by management, as well as evaluating the overall Ñnancial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated Ñnancial statements referred to above present fairly, in all material respects, the Ñnancial position of U.S. Physical Therapy, Inc. and subsidiaries as of December 31, 2004, and the results of their operations and their cash Öows for the year then ended in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the eÅectiveness of U.S. Physical Therapy, Inc. and subsidiaries' internal control over Ñnancial reporting as of December 31, 2004, based on criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 14, 2005, expressed an unqualiÑed opinion that U.S. Physical Therapy, Inc. and subsidiaries maintained eÅective internal control over Ñnancial reporting and on management's assessment thereof. /s/ GRANT THORNTON LLP Houston, Texas March 14, 2005 28 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders U.S. Physical Therapy, Inc. We have audited management's assessment, included in the accompanying management's report on internal control over Ñnancial reporting, that U.S. Physical Therapy, Inc. and subsidiaries maintained eÅective internal control over Ñnancial reporting as of December 31, 2004, based on criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). U.S. Physical Therapy, Inc. and subsidiaries' management is responsible for maintaining eÅective internal control over Ñnancial reporting and for its assessment of the eÅectiveness of internal control over Ñnancial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the eÅectiveness of the company's internal control over Ñnancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether eÅective internal control over Ñnancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over Ñnancial reporting, evaluating management's assessment, testing and evaluating the design and operating eÅectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A company's internal control over Ñnancial reporting is a process designed to provide reasonable assurance regarding the reliability of Ñnancial reporting and the preparation of Ñnancial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over Ñnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reÖect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ñnancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material eÅect on the Ñnancial statements. Because of its inherent limitations, internal control over Ñnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of eÅectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, management's assessment that U.S. Physical Therapy, Inc. and subsidiaries maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, U.S. Physical Therapy, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheet of U.S. Physical Therapy, Inc. and subsidiaries as of December 31, 2004, and the related statements of net income, shareholders' equity, and cash Öows the year then ended, and our report dated March 14, 2005 expressed an unqualiÑed opinion on those consolidated Ñnancial statements. /s/ GRANT THORNTON LLP Houston, Texas March 14, 2005 29 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders U.S. Physical Therapy, Inc. We have audited the accompanying consolidated balance sheet of U.S. Physical Therapy, Inc. and subsidiaries (the Company) as of December 31, 2003, and the related consolidated statements of net income, shareholders' equity, and cash Öows for each of the years in the two-year period ended December 31, 2003. In connection with our audits of the consolidated Ñnancial statements, we have also audited the related consolidated Ñnancial statement schedule for each of the years in the two-year period ended December 31, 2003. These consolidated Ñnancial statements and the consolidated Ñnancial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated Ñnancial statements and consolidated Ñnancial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Ñnancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Ñnancial statements. An audit also includes assessing the accounting principles used and signiÑcant estimates made by management, as well as evaluating the overall Ñnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated Ñnancial statements referred to above present fairly, in all material respects, the Ñnancial position of U.S. Physical Therapy, Inc. and subsidiaries as of December 31, 2003, and the results of their operations and their cash Öows for each of the years in the two-year period ended December 31, 2003, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated Ñnancial statement schedule, when considered in relation to the basic consolidated Ñnancial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Houston, Texas March 4, 2004 KPMG LLP 30 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2004 2003 (In thousands, except share data) Current assets: ASSETS Cash and cash equivalents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 20,553 Patient accounts receivable, less allowance for doubtful accounts of $2,447 and $ 16,822 $3,456, respectively ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Accounts receivable Ì other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other current assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total current assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Fixed assets: Furniture and equipmentÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Leasehold improvements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Less accumulated depreciation and amortization ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goodwill ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 17,669 549 1,835 40,606 22,781 13,912 36,693 23,043 13,650 6,127 1,225 15,008 758 2,432 35,020 20,598 12,644 33,242 19,941 13,301 5,685 833 $ 61,608 $ 54,839 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable Ì tradeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ Accrued expensesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Notes payableÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Convertible subordinated notes payableÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total current liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Notes payable Ì long-term portion ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Deferred rent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other long-term liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total liabilities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Minority interests in subsidiary limited partnerships ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Commitments and contingencies Shareholders' equity: Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and 1,181 4,367 70 Ì 5,618 Ì 1,518 982 8,118 3,311 $ 498 3,422 39 2,333 6,292 83 1,493 346 8,214 3,278 outstanding ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Ì Common stock, $.01 par value, 20,000,000 shares authorized, 13,436,557 and 12,242,577 shares issued at December 31, 2004 and 2003, respectively ÏÏÏÏÏÏÏÏÏ Additional paid-in capital ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Retained earningsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Treasury stock at cost, 1,320,503 and 947,100 shares held at December 31, 2004 134 32,534 35,617 122 26,808 28,939 and 2003, respectively ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (18,106) (12,522) Total shareholders' equity ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 50,179 43,347 $ 61,608 $ 54,839 See notes to consolidated Ñnancial statements. 31 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF NET INCOME Net patient revenuesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Management contract revenues ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other revenues ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2004 2002 Year Ended December 31, 2003 (In thousands, except per share data) $92,343 $103,225 $116,295 2,284 2,210 1,968 26 78 45 Net revenues ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 118,308 105,513 94,653 Clinic operating costs: Salaries and related costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Rent, clinic supplies and other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Provision for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Closure costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Gain) on sale or disposal of Ñxed assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Corporate oÇce costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Operating income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Interest (income) expense, net ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Minority interests in subsidiary limited partnershipsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income before income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Provision for income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 59,053 24,929 1,293 85,275 690 (452) 16,802 15,993 (146) 5,362 10,777 4,099 6,678 0.56 0.54 $ $ $ 52,406 21,226 932 74,564 40 Ì 13,967 16,942 134 5,025 11,783 4,452 44,856 18,006 1,669 64,531 Ì Ì 11,334 18,788 128 4,936 13,724 5,236 $ $ $ 7,331 $ 8,488 0.66 $ 0.77 0.61 $ 0.67 Shares used in computation: Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11,916 11,051 10,975 Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12,431 12,227 12,935 See notes to consolidated Ñnancial statements. 32 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Balance December 31, 2001ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Proceeds from exercise of stock options ÏÏÏÏÏÏ Tax beneÑt from exercise of stock options ÏÏÏÏ 8% convertible subordinated notes converted to common stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Purchase of treasury stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ OtherÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Balance December 31, 2002ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Proceeds from exercise of stock options ÏÏÏÏÏÏ Tax beneÑt from exercise of stock options ÏÏÏÏ Purchase of treasury stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Balance December 31, 2003ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Proceeds from exercise of stock options ÏÏÏÏÏÏ Tax beneÑt from exercise of stock options ÏÏÏÏ 8% convertible subordinated notes converted to common stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Purchase of treasury stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Common Stock Shares Amount Additional Paid-In Capital 10,688 931 Ì $107 9 Ì $15,429 2,997 4,228 Retained Earnings (In thousands) $13,120 Ì Ì Treasury Stock Shares Amount Total Shareholders' Equity (150) $ (1,990) $ 26,666 3,006 Ì 4,228 Ì Ì Ì 200 Ì Ì Ì 11,819 424 Ì Ì Ì 12,243 494 Ì 700 Ì Ì 2 Ì Ì Ì 118 4 Ì Ì Ì 122 5 Ì 7 Ì Ì 665 Ì (6) Ì Ì Ì Ì (795) Ì Ì Ì 8,488 21,608 Ì Ì Ì 7,331 28,939 Ì Ì (945) Ì Ì (2) Ì (947) Ì Ì Ì (10,512) Ì Ì (12,502) Ì Ì (20) Ì (12,522) Ì Ì Ì Ì Ì (374) Ì 6,678 Ì (5,584) Ì 23,313 1,458 2,037 Ì Ì 26,808 1,766 1,634 2,326 Ì Ì 667 (10,512) (6) 8,488 32,537 1,462 2,037 (20) 7,331 43,347 1,771 1,634 2,333 (5,584) 6,678 Balance December 31, 2004ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 13,437 $134 $32,534 $35,617 (1,321) $(18,106) $ 50,179 See notes to consolidated Ñnancial statements. 33 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS 2004 Year Ended December 31, 2003 (In thousands) 2002 OPERATING ACTIVITIES Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortizationÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Minority interests in earnings of subsidiary limited partnershipsÏÏÏÏÏÏÏ Provision for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Tax beneÑt from exercise of stock optionsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Deferred income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Deferred rent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Loss (gain) on sale or abandonment of Ñxed assets, net ÏÏÏÏÏÏÏÏÏÏÏÏÏ Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Changes in operating assets and liabilities: Increase in patient accounts receivable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Decrease in accounts receivable Ì other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Increase) decrease in other assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (Decrease) increase in accounts payable and accrued expenses ÏÏÏÏÏÏÏ Increase in deferred rent ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Increase in other liabilitiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net cash provided by operating activitiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ INVESTING ACTIVITIES Purchase of Ñxed assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Purchase of goodwillÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Proceeds on sale of Ñxed assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net cash used in investing activitiesÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ FINANCING ACTIVITIES Distributions to minority investors in subsidiary limited partnerships ÏÏÏÏÏ Payment of notes payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Repurchase of common stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Proceeds from exercise of stock options ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net cash used in Ñnancing activities ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net increase (decrease) in cash and cash equivalents ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Cash and cash equivalents Ì beginning of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Cash and cash equivalents Ì end of year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: $ 6,678 $ 7,331 $ 8,488 4,322 5,362 1,293 1,634 146 (350) (154) Ì (3,954) 209 59 1,628 374 637 17,884 (4,970) (504) 515 Ì (4,959) 3,863 5,025 932 2,037 474 (272) Ì 14 (1,963) 110 Ì (59) Ì 40 17,532 (5,133) (31) Ì 136 (5,028) 3,030 4,936 1,669 4,228 (319) (75) Ì Ì (2,260) 10 (773) 364 Ì 226 19,524 (5,565) (1,071) Ì 2 (6,634) (5,329) (52) (5,584) 1,771 Ì (9,194) 3,731 16,822 $20,553 (4,696) (38) (20) 1,462 Ì (3,292) 9,212 7,610 $16,822 (5,161) (701) (10,512) 3,006 (33) (13,401) (511) 8,121 7,610 $ Income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Interest ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 1,790 69 $ $ 2,785 233 $ $ $ 869 168 Non-cash transactions during the period: Conversion of Series C Notes into common stock ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Note payable purchase of minority interest $ 2,333 $ Ì $ 667 Purchase of intangibles/minority interest ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ GoodwillÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ Ì $ $ Ì $ 75 64 $ $ Ì Ì See notes to consolidated Ñnancial statements. 34 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2004 1. Organization, Nature of Operations and Basis of Presentation U.S. Physical Therapy, Inc. and its subsidiaries (the ""Company'') operate outpatient physical and occupational therapy clinics that provide pre- and post-operative care and treatment for orthopedic-related disorders, sports-related injuries, preventative care, rehabilitation of injured workers and neurological- related injuries. As of December 31, 2004, the Company owned and operated 264 clinics in 35 states. The clinics' business primarily originates from physician referrals. The principal sources of payment for the clinics' services are managed care programs, commercial health insurance, Medicare/Medicaid, workers' compensation insurance and proceeds from personal injury cases. In addition to the Company's ownership of clinics, it also manages physical therapy facilities for third parties, including physicians, with four such third-party facilities under management as of December 31, 2004. The consolidated Ñnancial statements include the accounts of U.S. Physical Therapy, Inc. and its subsidiaries. All signiÑcant intercompany transactions and balances have been eliminated. The Company primarily operates through subsidiary clinic partnerships, in which the Company generally owns a 1% general partnership interest and a 64% limited partnership interest in the clinics. The managing therapist of each clinic owns the remaining limited partnership interest in the majority of the clinics. In some instances, the Company developed satellite clinic facilities as extensions of existing clinics, with the result that a number of existing clinic partnerships operate more than one clinic location. See Note 2 Ì SigniÑcant Accounting Policies Ì Minority Interests. 2. SigniÑcant Accounting Policies Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company, pursuant to its investment policy, invests its cash primarily in deposits with major Ñnancial institutions, in highly rated commercial paper and short-term treasury and other United States and municipal government agency securities. The Company held approximately $16 million and $11 million in highly liquid investments at December 31, 2004 and 2003, respectively. The Corporation maintains its cash and cash equivalents at Ñnancial institutions. The combined account balances at several institutions typically exceed Federal Deposit Insurance Corporation (""FDIC'') insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Management believes that this risk is not signiÑcant. Long-Lived Assets Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets. Estimated useful lives for furniture and equipment range from three to eight years. Leasehold improvements are amortized over the shorter of the related lease term or estimated useful lives of the assets, which is generally Ñve years. Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of In October 2001, the FASB issued SFAS No. 144, ""Accounting for the Impairment or Disposal of Long-Lived Assets,'' (""SFAS 144'') which addresses Ñnancial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS 144 supersedes SFAS No. 121, ""Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,'' it retains many of the fundamental provisions of that statement. SFAS 144 also supersedes the accounting and reporting 35 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) provisions of APB Opinion No. 30, ""Reporting the Results of Operations-Reporting the EÅects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions,'' for the disposal of a segment of a business. The Company reviews property and equipment and intangible assets for impairment when certain events or circumstances indicate that the related amounts might be impaired. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Goodwill Goodwill represents the excess of costs over the fair value of the acquired business assets. EÅective January 1, 2002, goodwill and other intangible assets with indeÑnite lives are no longer amortized. The fair value of goodwill and other intangible assets with indeÑnite lives are tested for impairment annually and upon the occurrence of certain events and are written down to fair value if considered impaired. The Company evaluates goodwill for impairment on an annual basis by comparing the fair value of its reporting segment units to their carrying values. For the year ended December 31, 2004, the fair value of the Company's reporting segment units exceeds the recorded carrying value. At December 31, 2004 and December 31, 2003, the Company had approximately $6.1 million and $5.7 million, respectively, of unamortized goodwill. Prior to 2002, goodwill was amortized using the straight-line method over 20 years. Minority Interests In the majority of the Company's partnership agreements, the therapist partner begins with a 20% proÑt interest in his or her clinic partnership, which increases by 3% at the end of each year thereafter up to a maximum of 35%. Within the balance sheet and statement of net income, the Company records partner therapists' proÑt interest in the clinic partnerships as minority interests in subsidiary limited partnerships. The Emerging Issues Task Force (""EITF'') issued EITF 00-23, ""Issues Related to the Accounting for Stock Compensation under APB No. 25 and FASB Interpretation No. 44'' (EITF 00-23), which provides speciÑc accounting guidance relating to various incentive compensation issues. The Company reviewed EITF 00-23 with respect to the partnership's structure and the accounting for minority interest and concluded that for partnerships formed after January 18, 2001, EITF 00-23 requires the Company to expense as compensation rather than as a minority interest in earnings, the clinic partners' interest in proÑts. Moreover, EITF 00-23 requires that the Company expense as compensation rather than capitalizing as goodwill, the purchase of minority interest in the partnerships for clinic partnerships formed after January 18, 2001. As of December 31, 2004, the Company operated 178 clinics with a minority interest. Pursuant to EITF 00-23, for the years ended December 31, 2004, 2003 and 2002, the Company expensed $823,000, $428,000 and $306,000, respectively, of the minority interest in earnings of subsidiary limited partnerships relating to certain partnerships formed after January 18, 2001, as salaries and related costs. As of December 31, 2004 and 2003, $490,000 and $346,000, respectively, in undistributed minority interests related to those partnerships are classiÑed as other long-term liabilities. Revenue Recognition Revenues are recognized in the period in which services are rendered. Net patient revenues are reported at the estimated net realizable amounts from insurance companies, third-party payors, patients and others for services rendered. The Company has agreements with third-party payors that provide for payments to the Company at amounts diÅerent from its established rates. The Company determines allowances for doubtful accounts based on the speciÑc agings and payor classiÑcations at each clinic, and contractual adjustments based on the terms of payor contracts and historical experience. Patient revenues are shown net of contractual adjustments in the statement of net income and the provision for doubtful 36 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) accounts is included in clinic operating cost. Net accounts receivable includes only those amounts the Company estimates to be collectible. Reimbursement rates for outpatient therapy services provided to Medicare beneÑciaries are established pursuant to a fee schedule published by the Department of Health and Human Services (""HHS''). Under the Balanced Budget Act of 1997 the total amount paid by Medicare in any one year for outpatient physical (including speech-language pathology) or occupational therapy to any one patient is limited to $1,500 (the ""Medicare Limit''), except for services provided in hospitals. After a three-year moratorium, this Medicare Limit on therapy services was implemented for services rendered on or after September 1, 2003. The Medicare Limit in any one-year was adjusted up to $1,590 (the ""Adjusted Medicare Limit'') and the full amount available for the remaining four months of 2003. EÅective December 8, 2003, a moratorium was placed on the Adjusted Medicare Limit for the remainder of 2003 and for years 2004 and 2005. The Medicare Limit is scheduled to be reinstated in 2006 with the amount yet undetermined. Laws and regulations governing the Medicare program are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material eÅect on the Company's Ñnancial statements as of December 31, 2004. Compliance with such laws and regulations can be subject to future government review and interpretation, as well as signiÑcant regulatory action including Ñnes, penalties, and exclusion from the Medicare program. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to diÅerences between the Ñnancial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary diÅerences are expected to be recovered or settled. The eÅect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Fair Values of Financial Instruments The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and notes payable Ì current portion approximate their fair values due to the short-term maturity of these Ñnancial instruments. Segment Reporting Operating segments are components of an enterprise about which separate Ñnancial information is available that is evaluated regularly by chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company identiÑes operating segments based on management responsibility and believes it meets the criteria for aggregating its operating segments into a single reporting segment. Use of Estimates In preparing the Company's consolidated Ñnancial statements, management makes certain estimates and assumptions that aÅect the amounts reported in the consolidated Ñnancial statements and related disclosures. Actual results may diÅer from these estimates. 37 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) Self-Insurance Program The Company utilizes a self-insurance plan for its employee group health insurance coverage administered by a third party. Predetermined loss limits have been arranged with the insurance company to limit the Company's maximum liability and cash outlay. Accrued expenses include the estimated incurred but unreported costs to settle unpaid claims and estimated future claims. ReclassiÑcations Certain reclassiÑcations have been made to prior year amounts to conform to current year presentation. In response to the February 7, 2005 letter from the Chief Accountant of the Securities and Exchange Commission to the American Institute of CertiÑed Public Accountants, the Company undertook a comprehensive review of its accounting practices for leases. The Company had historically accounted for tenant improvements allowances as reductions to the related leasehold improvement asset on the consolidated balance sheets and capital expenditures in investing activities on the consolidated statements of cash Öows. Management determined the FASB Technical Bulletin No. 88-1, ""Issues Relating to Accounting for Leases,'' requires these allowances to be recorded as deferred rent liabilities on the consolidated balance sheets and as a component of operating activities on the consolidated statements of cash Öows. The Company made a cumulative adjustment in the prior year balance sheet that had the eÅect of increasing Ñxed assets, net and deferred rent by approximately $1.5 million. This cumulative adjustment did not have any eÅect on the prior year income statements and was immaterial with respect to the statements of cash Öows. In addition, the components of deferred taxes have been appropriately classiÑed in the prior year balance sheets. In addition, the Consolidated Balance Sheet as of December 31, 2003 reÖects a revision in classiÑcation to accrued liabilities of credit balances previously included as an oÅset to accounts receivable. The credit balances are primarily related to patients and payors. The Consolidated Statements of Net Income reÖect a reclassiÑcation of interest income from net revenues to interest income/expense, net. Stock Options The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, to account for its Ñxed-plan stock options. Under this method, the compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. FASB Statement No. 123, Accounting for Stock-Based Compensation and FASB Statement No. 148, Accounting for Stock-Based Compensation Ì Transition and Disclosure, an amendment of FASB Statement No. 123, established accounting and disclosure requirements using fair-value-based method of accounting for stock-based employee compensation plans. As permitted by existing accounting standards, the Company has elected to apply the intrinsic-bases method of accounting described above, and has adopted only the disclosure requirements of Statement 123, as amended. Under APB Opinion No. 25 the Company recognized $82,000 of compensation cost in corporate oÇce costs for the year ended December 31, 2003 and recaptured into income the same amount during the year ended December 31, 2004. No compensation cost related to stock plans was recognized for the year ended December 31, 2002. The fair value of these options was estimated at the date of grant using a Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics signiÑcantly diÅerent from those of 38 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) traded options, and because changes in the subjective input assumptions can materially aÅect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows (in thousands except for earnings per share information): Net income, as reportedÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Add: Stock-based employee compensation expense included in 2004 2003 2002 $ 6,678 $7,331 $8,488 reported net income, net of tax ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì Deduct: Credit to net income for eÅects of stock based compensation, net of tax ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (52) 52 Ì Ì Ì Deduct: Total stock-based compensation expense determined under the fair value method, net of taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (1,924) (978) (831) Pro forma net incomeÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 4,702 $6,405 $7,657 Earnings per share: Actual basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Actual diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Pro forma basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Pro forma diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ $ $ $ 0.56 0.54 0.40 0.38 $ 0.66 $ 0.61 $ 0.58 $ 0.53 $ 0.77 $ 0.67 $ 0.70 $ 0.60 The weighted-average fair value per share of options granted during the years ended December 31, 2004, 2003 and 2002 follows: 2004 2003 2002 1992 Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1999 Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2003 Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Inducements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other Stock-Based Compensation ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Ì $8.61 $7.80 Ì $10.59 $ 8.52 Ì $ 8.66 Ì $9.90 Ì Ì $9.59 Ì $9.73 The following weighted-average assumptions for 2004, 2003 and 2002 were used in estimating the fair value per share of the options granted under the stock option plans and assuming no dividends: 2004 2003 2002 Risk-free interest rates ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Expected volatilityÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Expected life (in years) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Recently Promulgated Accounting Pronouncements 4.07% 3.67% 3.83% 69.3% 70.5% 49.5% 6.4 4.6 8.0 In May 2003, FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (""SFAS 150''), was issued. SFAS 150 establishes standards for the classiÑcation and measurement of certain Ñnancial instruments of both liabilities and equity. The Statement also includes disclosures for Ñnancial instruments within its scope. For the Company, SFAS 150 was eÅective for instruments entered into or modiÑed after May 31, 2003 and otherwise was eÅective as of January 1, 2004, except for mandatorily redeemable Ñnancial instruments. For certain redeemable Ñnancial 39 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) instruments, the Statement will be eÅective for the Company on January 1, 2005. The eÅective date has been deferred indeÑnitely for certain other types of mandatory instruments. The adoption of SFAS 150 did not have an impact on the Company's Ñnancial condition or results of operations. In December 2003, the FASB issued Revised Interpretation No. 46, Consolidation of Variable Interest Entities (""FIN 46R''), which requires the consolidation of variable interest entities. FIN 46R, as revised, was applicable to Ñnancial statements of companies that had interests in ""special purpose entities'' during 2003. EÅective as of the Ñrst quarter of 2004, FIN 46R is applicable to Ñnancial statements of companies that have interests in all other types of entities. Adoption of FIN 46R had no eÅect on the Company's Ñnancial position, results of operations or cash Öows. In May 2004, the FASB issued FASB StaÅ Position 106-2, ""Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003'' (""FSP 106-2''), which requires measures of the accumulated postretirement beneÑt obligation and net periodic postretirement beneÑt costs to reÖect the eÅects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003. FSP 106-2 supersedes FSP 106-1 and is eÅective for interim or annual reporting periods beginning after June 15, 2004. The adoption of FSP 106-2 did not have an impact on the Company's Ñnancial condition or results of operations. In December 2004, the FASB issued Revised SFAS 123, ""Share Based Payment'' (""SFAS 123R''), which is a revision of SFAS 123 and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award Ì the requisite service period (usually the vesting period). SFAS 123R requires that the grant-date fair value of employee share options and similar instruments be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). SFAS 123R is eÅective as of the beginning of the Ñrst interim or annual period that begins after June 15, 2005. For the Company, SFAS 123R is eÅective for its third quarter which begins July 1, 2005. SFAS 123R permits companies to adopt its requirements using either a ""modiÑed prospective'' method, or a ""modiÑed retrospective'' method. Under the ""modiÑed prospective'' method, compensation cost is recognized in the Ñnancial statements beginning with the eÅective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and for all unvested awards granted prior to the eÅective dated. Under the ""modiÑed retrospective'' method, the requirements are the same as under the ""modiÑed prospective'' method, but also permits entities to restate Ñnancial statements of previous periods based on proforma disclosures made in accordance with SFAS 123 and SFAS 148. The Company currently utilizes Black-Scholes, a standard option pricing model, to measure the fair value of stock options granted to employees. While SFAS 123R permits entities to continue to use such a model, the standard also permits the use of a ""lattice'' model. The Company has not yet determined the model it will use to measure the fair value of employee stock options upon the adoption of SFAS 123R. Also, SFAS 123R requires that the beneÑts associated with the tax deductions in excess of recognized compensation cost be reported as a Ñnancing cash Öow, rather than as an operating cash Öow as required under current literature. The requirement will reduce net operating cash Öows and increase net Ñnancing cash Öows in periods after the eÅective date. These future amounts cannot be estimated, because they depend on, among other things, when employees exercise stock options. However, the amount of operating cash Öows recognized in the prior periods for the tax beneÑt from exercise of stock options, as shown in the Company's Consolidated Statements of Cash Flows, were $1.6 million, $2.0 million and $4.2 million, respectively, for 2004, 2003 and 2002. 40 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) The Company currently expects to adopt SFAS 123R eÅective July 1, 2005; however, the Company is evaluating its method of estimating the grant-date fair value and which of the aforementioned adoption methods it will use. Based on stock options granted to its employees through December 31, 2004, the Company expects that the adoption of SFAS 123R, would reduce both third quarter 2005 and fourth quarter 2005 net earnings by approximately $65,000 each. Previously, in December 2002, the FASB issued SFAS No. 148, ""Accounting for Stock-Based Compensation Ì Transition and Disclosure, an amendment of FASB Statement No. 123,'' (""SFAS 148'') which provides alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also amends certain disclosures under SFAS 123 and Accounting Principles Board Opinion No. 28, ""Interim Financial Reporting,'' to require prominent disclosure about the eÅects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. SFAS 148 was eÅective for Ñscal years ending after December 15, 2002. For 2004, 2003 and 2002 we continued to use the provisions of APB Opinion No. 25, ""Accounting for Stock Issued to Employees'' (""APB 25'') to account for employee stock options and apply the disclosures required under SFAS 123. 3. Non-Cash Transactions In June 2002, $667,000 of the Series C Notes was converted by a note holder into 200,100 shares of common stock. See ""Notes Payable'' in Note 6. On January 12, 2004, $666,660 of the Series C Note was converted by the note holder into 200,000 shares of common stock. On June 30, 2004, the remaining $1.7 million balance of the Series C Note was converted by the note holder into 499,900 shares of common stock. 4. Acquisitions and Disposals Acquisitions of Minority Interests On June 1, 2002, the Company purchased a 35% minority interest in a limited partnership for $220,000. Additional consideration may be paid in the future based upon clinic performance. The Company paid the minority partner $73,000 in undistributed earnings. Based on the clinic's having met speciÑed criteria, the Company paid additional consideration of $31,000 and $41,000 in August 2003 and 2004, respectively. In July 2002, the Company sold half of the purchased interest to another therapist for $220,000, payable from future proÑts of the partnership. The Company discounted the note receivable by 50% and is recognizing the gain as payments are made. On August 1, 2003, the Company purchased a 35% minority interest in a limited partnership for $64,000 and agreed to pay the minority partner $75,000 in undistributed earnings. The purchase was made under a note, which is payable in three installments. On September 10, 2003, the Company paid the Ñrst installment of $35,000. The remaining principal amount due under the note payable was $104,000 at December 31, 2003 of which $34,000 was paid on August 1, 2004 and $70,000 is payable on August 1, 2005. On April 28, 2004, the Company purchased a 17.5% minority interest in a limited partnership for $138,000 and agreed to pay the minority partner $36,000 in undistributed earnings. On June 2, 2004, the Company purchased a 17.5% minority interest in a limited partnership for $7,820 and agreed to pay the minority partner $11,000 in undistributed earnings. On September 30, 2001, the Company purchased a 35% minority interest in a limited partnership which owns nine clinics in Michigan for consideration aggregating $2,111,000. Additional purchase 41 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) consideration was contingent upon future clinic performance. In September 2004, the Company paid additional consideration of $105,000 based on the clinics having met speciÑed criteria. In November 2004, the Company purchased a 5% minority interest in a limited partnership for $208,825 and agreed to pay the minority partner $48,692 in undistributed earnings. The Company's minority interest purchases were accounted for as purchases and accordingly, the results of operations of the acquired minority interest percentage are included in the accompanying Ñnancial statements from the dates of purchase. In addition, the Company is permitted to make, and has occasionally made, changes to preliminary purchase price allocations during the Ñrst year after completing the purchase. The changes in the carrying amount of goodwill consisted of the following (in thousands): Year Ended December 31, 2004 2003 Beginning balance ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goodwill acquired during the year ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Goodwill written-oÅÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $5,685 504 (62) $5,590 95 Ì Ending balanceÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $6,127 $5,685 Sale of Assets On June 30, 2004, the Company sold all of its assets in a clinic. Net proceeds from the sale were $473,000 on assets with a carrying value of $17,000. After recording certain costs associated with the sale, the Company recorded a gain of $452,000. Closure Costs In third quarter of 2004, management decided to close eight unproÑtable clinics after a thorough review of the Company's clinics. The Company initially recognized $815,000 in closure costs relating to these clinics as of September 30, 2004. The breakdown of these charges by major type of cost, additions and activity subsequent to September 30, 2004 and balance at December 31, 2004 follows (in thousands): Type of Cost Amount Additions Activity Balance Lease obligationsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Unamortized leasehold improvements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Unamortized goodwillÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ SeveranceÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $431 181 70 20 113 Ì Ì Ì 42 Ì $(181) (181) (70) (62) (113) $250 Ì Ì Ì Ì Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $815 $42 $(607) $250 Subsequent to the initial charge, the Company was able to reduce its liabilities related to lease obligations by $121,000 and made lease payments related to these closed clinics of $60,000, thereby reducing the lease obligation included in accrued expenses to $250,000 as of December 31, 2004. Closure costs for the 2004 year totaled $690,000. In the fourth quarter of 2004, the Company decided to close an additional clinic which resulted in a write-oÅ of goodwill of $42,500. 42 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) Lease obligations represent the future payments remaining under lease agreements adjusted for estimated early settlements. Severance costs primarily represent the costs associated with the settlement of employment contracts. 5. Accrued Expenses Accrued expenses consist of the following (in thousands): Year Ended December 31, 2004 2003 Credit balances due to patients and payorsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Group health insurance claims ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Salaries and related costs ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Undistributed earningsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,009 696 517 569 565 1,011 $ 873 951 137 436 101 924 Total ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $4,367 $3,422 Undistributed earnings relate to those partnerships formed after January 18, 2001. See Note 2. Ì SigniÑcant Accounting Policies Ì Minority Interests. 6. Notes Payable In May 1994, the Company issued a $3 million 8% Convertible Subordinated Note, Series C, due June 30, 2004 (the ""Series C Note''). The Series C Note was convertible at the option of the holder into shares of Company common stock determined by dividing the principal amount of the Series C Note being converted by $3.33. The Series C Note bore interest from the date of issuance at a rate of 8% per annum, payable quarterly. In June 2002, $667,000 of the Series C Note was converted by the note holder into 200,100 shares of common stock. The principal amount under the Series C Note was $2.3 million at December 31, 2003 and on January 12, 2004, $666,660 of the Series C Note was converted by the note holder into 200,000 shares of common stock. On June 30, 2004, the remaining balance of $1.7 million of the Series C Note was converted by the note holder into 499,900 shares of common stock. The Series C Note was unsecured and subordinated in right of payment to all other indebtedness for borrowed money incurred by the Company. Notes payable as of December 31, 2004 and 2003 consist of the following (in thousands): 8% Convertible Subordinated Notes, Series C, due June 30, 2004 with interest payable quarterly ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Promissory note payable in two annual installments through August 1, 2005 ÏÏÏ Promissory note with an 8% interest rate payable in equal monthly installments through March 19, 2007 secured by one of the Company's clinicsÏÏÏÏÏÏÏÏÏÏ 2004 2003 $ Ì $ 2,333 104 70 Ì 70 18 2,455 Less current portion ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ (70) (2,372) $ Ì $ 83 43 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) 7. Income Taxes SigniÑcant components of deferred tax assets included in the consolidated balance sheets at December 31, 2004 and 2003 were as follows (in thousands): 2004 2003 Deferred tax assets: Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Deferred rent credits ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Accrued rent expense ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Lease obligation Ì closed clinics ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 660 228 97 92 63 $1,052 122 Ì Ì 112 Net deferred tax assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $1,140 $1,286 Amount included in: Other current assetsÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Other assets ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 790 350 $1,122 164 The diÅerences between the federal tax rate and the Company's eÅective tax rate for the years ended December 31, 2004, 2003 and 2002 were as follows (in thousands): 2004 2003 2002 U.S. tax at statutory rate ÏÏÏÏÏÏÏÏÏÏÏÏÏÏ State income taxes, net of federal beneÑt Nondeductible expenses ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $3,667 396 36 34.03% $4,024 386 3.67% 42 0.33% 34.15% $4,698 482 3.28% 56 0.36% 34.23% 3.51% 0.41% $4,099 38.03% $4,452 37.79% $5,236 38.15% SigniÑcant components of the provision for income taxes for the years ended December 31, 2004, 2003 and 2002 were as follows (in thousands): 2004 2003 2002 Current: Federal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ State ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $3,360 593 $3,216 762 $4,824 731 Total current ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,953 3,978 5,555 Deferred: Federal ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ State ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Total deferred ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 140 6 146 645 (171) 474 (319) Ì (319) Total income tax provisionÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $4,099 $4,452 $5,236 The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary diÅerences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income in 44 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) the periods which the deferred tax assets are deductible, management believes that a valuation allowance is not required, as it is more likely than not that the results of future operations will generate suÇcient taxable income to realize the deferred tax assets. 8. Stock Option Plans The Company has the following stock option plans: The 1992 Stock Option Plan, as amended (the ""1992 Plan'') permits the Company to grant to key employees and outside directors of the Company incentive and non-qualiÑed options to purchase up to 3,495,000 shares of common stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The 1992 Plan expired in 2002 and no new option grants can be awarded subsequent to this date. Incentive stock options (those intended to satisfy the requirements of the Internal Revenue Code) granted under the 1992 Plan were granted at an exercise price not less than the fair market value of the shares of common stock on the date of grant. The exercise prices of options granted under the 1992 Plan were determined by the Stock Option Committee. The period within which each option will be exercisable was determined by the Stock Option Committee (in no event may the exercise period of an incentive stock option extend beyond 10 years from the date of grant). The Executive Option Plan (the ""Executive Plan'') permits the Company to grant to any oÇcer of the Company or its aÇliates, options to purchase up to 255,000 shares of common stock (subject to adjustments in the event of stock dividends, splits and similar corporate transactions). No further grants of options will be made under the Executive Plan. The exercise prices of the options granted under the Executive Plan were determined by the Stock Option Committee, and in the case of both incentive and non-qualiÑed options, could not be less than the greater of 175% of the fair market value of a share of common stock on the date of grant or the par value per share of the stock. The period within which each option is exercisable was determined by the Stock Option Committee to be ten years from the date of grant. The 1999 Employee Stock Option Plan (the ""1999 Plan'') permits the Company to grant to certain non-oÇcer employees of the Company up to 300,000 non-qualiÑed options to purchase shares of common stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The exercise prices of options granted under the 1999 Option Plan are determined by the Stock Option Committee. The period within which each option will be exercisable is determined by the Stock Option Committee. During 2003 and 2002, the Board of Directors of the Company granted Inducement options covering 145,000 and 10,000 options, respectively, to six individuals in connection with their oÅers of employment or service. During 2003 and 2002, 22,500 and 22,500 options were forfeited, respectively. Inducement options may be exercised for a 10 year term from the date of the grant. The 2003 Stock Option Plan (the ""2003 Plan'') permits the Company to grant to key employees and outside directors of the Company incentive and non-qualiÑed options to purchase up to 900,000 shares of common stock (subject to proportionate adjustments in the event of stock dividends, splits, and similar corporate transactions). The 2003 Plan was approved by the Shareholders of the Company at the 2004 Shareholders Meeting on May 25, 2004 During 2003 and 2002, the Company erroneously granted rights to purchase 278,000 shares of common stock under the 1992 Plan after the plan expired. The Company honored the grants by issuing grants under the 2003 Plan in June 2004. 45 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) A cumulative summary of stock options as of December 31, 2004 follows: Stock Option Plans Authorized Outstanding Exercised Exercisable 1992 PlanÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Executive Plan ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1999 PlanÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2003 PlanÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Inducements ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 3,495,000 255,000 300,000 900,000 170,000 216,633 Ì 83,894 736,000 155,000 2,585,379 255,000 38,220 215,883 Ì 26,791 Ì 381,400 57,000 15,000 Available for Grant Ì Ì 177,886 164,000 Ì Totals ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 5,120,000 1,191,527 2,893,599 681,074 341,886 A summary of the status of the Company's stock options granted under the plans as of December 31, 2004, 2003 and 2002 and the changes during the years then ended is presented below: Outstanding at December 31, 2001 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Granted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Forfeited ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Outstanding at December 31, 2002 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Granted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ CancelledÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Forfeited ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Outstanding at December 31, 2003 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Granted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Exercised ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ CancelledÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Forfeited ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Number of Shares 2,536,345 171,550 (930,290) (78,664) 1,698,941 163,175 (423,866) (150,500) (120,309) 1,167,441 899,100 (494,700) (114,725) (265,589) Weighted Average Exercise Price $ 5.10 17.54 3.42 9.85 6.89 14.08 3.45 17.94 9.34 7.47 14.16 3.58 15.41 13.11 Outstanding at December 31, 2004 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 1,191,527 $12.11 The following tables summarize information about the Company's stock options outstanding as of December 31, 2004, 2003 and 2002, respectively: Outstanding Options as of December 31, 2004 1992 Plan ÏÏÏÏÏÏÏÏ 1999 Plan ÏÏÏÏÏÏÏÏ 2003 Plan ÏÏÏÏÏÏÏÏ Inducements ÏÏÏÏÏÏ 216,633 83,894 736,000 155,000 Exercise Price $ 3.04-$16.34 $ 2.81-$16.34 $12.51-$18.04 $12.75-$14.75 Weighted Average Remaining Contractual Life 3.5 Years 7.9 Years 9.1 Years 8.7 Years Exercisable Exercise Price 215,883 26,791 381,400 57,000 $ 3.04-$16.34 $ 2.81-$16.34 $12.51-$18.04 $12.75-$14.75 1,191,527 $ 2.81-$18.04 8.0 Years 681,074 $ 2.81-$18.04 46 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) Outstanding Options as of December 31, 2003 1992 Plan ÏÏÏÏÏÏÏÏ Executive Plan ÏÏÏÏ 1999 Plan ÏÏÏÏÏÏÏÏ Inducements ÏÏÏÏÏÏ 864,708 90,000 57,733 155,000 Exercise Price $ 2.81-$16.34 $ 4.96-$4.96 $ 2.81-$16.34 $12.75-$14.75 Weighted Average Remaining Contractual Life 5.4 Years .9 Years 7.6 Years 9.8 Years Exercisable Exercise Price 607,823 90,000 16,076 2,000 $3.00-$16.34 $ 4.96-$4.96 $2.81-$16.34 $14.75-14.75 1,167,441 $ 2.81-$16.34 5.7 Years 715,899 $2.81-$16.34 Outstanding Options as of December 31, 2002 1992 Plan ÏÏÏÏÏÏÏÏÏ Executive Plan ÏÏÏÏÏ 1999 Plan ÏÏÏÏÏÏÏÏÏ Inducements ÏÏÏÏÏÏÏ 1,490,858 90,000 78,083 40,000 Exercise Price $ 2.81-$18.04 4.96-$4.96 $ $ 2.81-$16.34 $13.58-$14.75 Weighted Average Remaining Contractual Life 6.5 Years 1.9 Years 7.7 Years 8.4 Years Exercisable Exercise Price 758,553 90,000 20,425 Ì $2.81-$16.34 $ 4.96-$4.96 $2.81-$16.34 Ì 1,698,941 $ 2.81-$18.04 6.4 Years 868,978 $2.81-$16.34 The following table summarizes information about the Company's stock options outstanding and exercisable and range of exercise prices as of December 31, 2004: Range of Exercise Prices $2.81-$3.61 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $3.61-$5.41 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $10.82-$12.63 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $12.63-$14.43 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $14.43-$16.24 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $16.24-$18.04 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Outstanding Options Exercisable Options 100,875 111,197 282,550 481,900 99,305 115,700 100,875 106,694 211,000 84,700 71,005 106,800 1,191,527 681,074 8. Preferred Stock The Board of Directors of the Company is empowered, without approval of the shareholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences and limitations of each series. There are no provisions in the Company's Articles of Incorporation specifying the vote required by the holders of preferred stock to take action. All such provisions would be set out in the designation of any series of preferred stock established by the Board of Directors. The bylaws of the Company specify that, when a quorum is present at any meeting, the vote of the holders of at least a majority of the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before the meeting, unless a diÅerent vote is required by law or the Company's Articles of Incorporation. Because the Board of Directors has the power to establish the preferences and rights of each series, it may aÅord the holders of any series of preferred stock, preferences, powers, and rights, voting or otherwise, senior to the right of holders of common stock. The issuance of the preferred stock could have the eÅect of delaying or preventing a change in control of the Company. 47 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) 9. Purchase of Common Stock In September 2001, the Board of Directors (""Board'') authorized the Company to purchase, in the open market or in privately negotiated transactions, up to 1,000,000 shares of its common stock. On February 26, 2003 and on December 8, 2004, the Board authorized share repurchase programs of up to 250,000 and 500,000 additional shares, respectively, of the Company's outstanding common stock. As of December 31, 2004, there are 444,197 shares remaining that can be purchased under these programs. As there is no expiration for the Board authorizations, additional shares may be purchased from time to time in the open market or private transactions depending on price, availability and the Company's cash position. Shares purchased are held as treasury shares and may be used for such valid corporate purposes or retired as the Board considers advisable. During the years ended December 31, 2004, 2003 and 2002, the Company purchased 373,403; 1,800 and 795,600 shares, respectively, of its common stock on the open market for $5.6 million, $20,410 and $10.5 million, respectively. 10. DeÑned Contribution Plan The Company has a 401(k) proÑt sharing plan covering all employees with three months of service. The Company may make discretionary contributions of up to 50% of employee contributions. The Company did not make any discretionary contributions and recognized no contribution expense for the years ended December 31, 2004, 2003 and 2002. 11. Commitments and Contingencies Operating Leases The Company has entered into operating leases for its executive oÇces and clinic facilities. In connection with these agreements, the Company incurred rent expense of $9.1 million, $7.6 million and $6.4 million for the years ended December 31, 2004, 2003 and 2002, respectively. Several of the leases provide for an annual increase in the rental payment based upon the Consumer Price Index. The majority of the leases provide for renewal periods ranging from one to Ñve years. The agreements to extend the leases specify that rental rates would be adjusted to market rates as of each renewal date. The future minimum lease commitments for each of the next Ñve years and thereafter and in the aggregate as of December 31, 2004 are as follows (in thousands): 2005 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2006 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2007 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2008 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 2009 ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Thereafter ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 9,413 8,258 6,653 4,125 2,162 449 $31,060 Employment Agreements At December 31, 2004, the Company had outstanding employment agreements with two of its executive oÇcers. The agreements were eÅective November 1, 2004 and provide for annual salaries of $325,000 each, subject to annual adjustments, and expire on November 1, 2007, provided however, that eÅective on the Ñrst and second anniversary of the eÅective date, the term shall automatically be extended for an additional year (up to a maximum term, with such extensions, of Ñve years) unless either party notiÑes the other on or before such anniversary dates that such party has elected not to extend such term. 48 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) The Company also had outstanding consulting agreements with two of its directors whom are former employees: one for $87,800 annually for a term extending through May 2006, and the other for $50,000 annually for a term extending through November 14, 2007. In addition, the Company has outstanding employment agreements with the managing physical therapist partners of the Company's physical therapy clinics and with certain other clinic employees which obligate subsidiaries of the Company to pay compensation of $12.6 million in 2005 and $4.5 in the aggregate from 2006 through 2009. In addition, each employment agreement with the managing physical therapist provides for monthly bonus payments calculated as a percentage of each clinic's net revenues (not in excess of operating proÑts) or operating proÑts. The Company recognized salaries and bonus expense for the managing physical therapists of $19.3 million, $17.2 million and $14.8 million for the years ended December 31, 2004, 2003 and 2002, respectively. Each employment agreement typically provides that the Company has the right to purchase the limited partnership interest in the clinic partnership for the amount of the partner's capital account upon termination of employment with the clinic partnership before the expiration of the initial term of employment. The employment agreements typically contain no provisions requiring the purchase by the Company of the therapist partner's interest in the clinic partnership in the event of death or disability, or after the initial term of employment. In addition, the employment agreements generally include non- competition and non-solicitation provisions which extend through the term of the agreement and for one to two years thereafter. 12. Earnings Per Share The computation of basic and diluted earnings per share for the years ended December 31, 2004, 2003 and 2002 are as follows (in thousands, except per share data) 2004 2003 2002 Numerator: Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $6,678 $7,331 $8,488 Numerator for basic earnings per share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ EÅect of dilutive securities: 6,678 7,331 8,488 Interest on convertible subordinated notes payable ÏÏÏÏÏÏÏÏÏÏÏÏ 45 123 140 Numerator for diluted earnings per share-income available to common shareholders after assumed conversions ÏÏÏÏÏÏÏÏÏÏÏÏÏ $6,723 $7,454 $8,628 Denominator: Denominator for basic earnings per share Ì weighted-average shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 11,916 11,051 10,975 EÅect of dilutive securities: Stock options ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Convertible subordinated notes payable ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Dilutive potential common shares ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 262 253 515 476 700 1,176 1,226 734 1,960 Denominator for diluted earnings per share Ì adjusted weighted- average shares and assumed conversions ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 12,431 12,227 12,935 Basic earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 0.56 $ 0.66 $ 0.77 Diluted earnings per common share ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ 0.54 $ 0.61 $ 0.67 49 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ì (Continued) Options to purchase 355,005; 267,750 and 344,686 shares for the years ended December 31, 2004, 2003 and 2002, respectively, were excluded from the diluted earnings per share calculations for the respective periods because the options' exercise prices exceeded the average market price of the common shares during the periods. 13. Selected Quarterly Financial Data (Unaudited) Net patient revenues ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income before income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Earnings per common share: 2004 Q1 Q2 Q3 Q4 (In thousands, except per share data) $27,715 $ 2,458 $ 1,532 $29,914 $ 3,685 $ 2,279 $29,253 $ 1,709 $ 1,054 $29,413 $ 2,925 $ 1,813 Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ $ 0.13 0.13 $ $ 0.20 0.19 $ $ 0.09 0.08 $ $ 0.15 0.15 Net patient revenues ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income before income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Earnings per common share: 2003 Q1 Q2 Q3 Q4 (In thousands, except per share data) $24,483 $ 2,884 $ 1,787 $26,382 $ 3,566 $ 2,213 $26,224 $ 3,055 $ 1,901 $26,136 $ 2,278 $ 1,430 Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ $ 0.16 0.15 $ $ 0.20 0.18 $ $ 0.17 0.15 $ $ 0.13 0.12 Net patient revenues ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Income before income taxes ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Net income ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Earnings per common share: 2002 Q1 Q2 Q3 Q4 (In thousands, except per share data) $21,636 $ 3,353 $ 2,076 $23,449 $ 3,786 $ 2,336 $23,232 $ 3,284 $ 2,018 $24,026 $ 3,301 $ 2,058 Basic ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Diluted ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $ $ 0.19 0.16 $ $ 0.21 0.18 $ $ 0.18 0.16 $ $ 0.19 0.17 50 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, including our Chief Executive OÇcer and Chief Financial OÇcer, have conducted an evaluation of the eÅectiveness of our disclosure controls and procedures (as deÑned in Rule 13a-15(e) promulgated under the Exchange Act) as of the end of the Ñscal period covered by this report. Based upon that evaluation, our Chief Executive OÇcer and Chief Financial OÇcer have concluded that our disclosure controls and procedures are eÅective in ensuring that the information required to be disclosed in the reports we Ñle or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods speciÑed in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive OÇcer and Chief Financial OÇcer, as appropriate to allow timely decisions regarding disclosure. Changes in Internal Controls There have been no changes made in our internal controls over Ñnancial reporting during our last Ñscal quarter that have materially aÅected, or are reasonably likely to materially aÅect, our internal control over Ñnancial reporting. ITEM 9B. OTHER INFORMATION Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information required in response to this Item 10 is incorporated herein by reference to our deÑnitive proxy statement relating to our 2005 Annual Meeting of Stockholders to be Ñled with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of our Ñscal year covered by this report. ITEM 11. EXECUTIVE COMPENSATION. The information required in response to this Item 11 is incorporated herein by reference to our deÑnitive proxy statement relating to our 2005 Annual Meeting of Stockholders to be Ñled with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of our Ñscal year covered by this report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required in response to this Item 12 is incorporated herein by reference to our deÑnitive proxy statement relating to our 2005 Annual Meeting of Stockholders to be Ñled with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of our Ñscal year covered by this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information required in response to this Item 13 is incorporated herein by reference to our deÑnitive proxy statement relating to our 2005 Annual Meeting of Stockholders to be Ñled with the 51 Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of our Ñscal year covered by this report. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required in response to this Item 14 is incorporated herein by reference to our deÑnitive proxy statement relating to our 2005 Annual Meeting of Stockholders to be Ñled with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the end of our Ñscal year covered by this report. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Documents Ñled as a part of this report: PART IV 1. Financial Statements. Reference is made to the Index to Financial Statements and Related Information under Item 8 in Part II hereof, where these documents are listed. 2. Financial Statement Schedules. See page 56 for Schedule II Ì Valuation and Qualifying Accounts. All other schedules are omitted because of the absence of conditions under which they are required or because the required information is shown in the Ñnancial statements or notes thereto. 3. Exhibits. The exhibits listed in List of Exhibits on the next page are Ñled or incorporated by reference as part of this report. 52 Number 3.1 3.2 3.3 LIST OF EXHIBITS Description Articles of Incorporation of the Company ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Amendment to the Articles of Incorporation of the Company ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Bylaws of the Company, as amended ®Ñled as an exhibit to the Company's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference Ì Commission File Number Ì 1- 11151©. 10.1° 1992 Stock Option Plan, as amended ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. 10.2° Executive Option Plan ®Ñled as an exhibit to the Company's Registration Statement on Form S-8 (Reg. No. 33-63444) and incorporated herein by reference©. 10.3° 1999 Employee Stock Option Plan ®Ñled as an exhibit to the Company's Form 10-K for the year ended December 31, 1999 and incorporated herein by reference Ì Commission File Number Ì 1- 11151©. 10.4° 2003 Stock Incentive Plan ®Ñled April 20, 2004 with DeÑnitive Proxy Statement for the 2004 Annual Meeting of Stockholders and incorporated herein by reference©. 10.5° Non-Statutory Stock Option Agreement dated February 26, 2002 between the Company and Mary Dimick ®Ñled as an exhibit to the Company's S-8 dated February 10, 2003 Ì Reg. No. 333-103057- and incorporated herein by reference©. 10.6° Non-Statutory Stock Option Agreement dated May 20, 2003 between the Company and Jerald Pullins ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. 10.7° Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Christopher Reading ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. 10.8° Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Lawrance McAfee ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. 10.9° Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Janna King ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. 10.10° Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Glenn McDowell®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. 10.11° Consulting agreement between the Company and J. Livingston Kosberg ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Partnership Interest Purchase Agreement between the Company and John Cascardo ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2001 and incorporated herein by reference©. 10.12 10.13° First Amendment to the Consulting Agreement between the Company and J. Livingston -Kosberg ®Ñled as an exhibit to the Company's Form 10-K for the year ended December 31, 2002 and incorporated herein by reference.© 10.14° Employment Agreement, dated October 13, 2003, between U.S. Physical Therapy, Inc. and Lawrance W. McAfee ®Ñled as an exhibit to the Company's Form 8-K dated October 18, 2003 and incorporated herein by reference.© 10.15° Employment Agreement, dated October 13, 2003, between U.S. Physical Therapy, Inc. and Christopher Reading ®Ñled as an exhibit to the Company's Form 8-K dated October 18, 2003 and incorporated herein by reference.© 53 Number Description Subsidiaries of the Registrant 21* 23.1* Consent of Independent Registered Public Accounting Firm Ì Grant Thornton LLP 23.2* Consent of Independent Registered Public Accounting Firm Ì KPMG LLP 31.1* CertiÑcation of Chief Executive OÇcer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended 31.2* CertiÑcation of Chief Financial OÇcer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended 31.3* CertiÑcation of Controller pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended 32.1* CertiÑcation of Periodic Report of the Chief Executive OÇcer, Chief Financial OÇcer and Controller pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed herewith ° Management contract or compensatory plan or arrangement. 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders of U.S. Physical Therapy, Inc. We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated Ñnancial statements of U.S. Physical Therapy, Inc. and subsidiaries referred to in our report dated March 14, 2005, which is included in the Annual Report of U.S. Physical Therapy, Inc. on Form 10-K. Our audit was conducted for the purpose of forming an opinion on the basic consolidated Ñnancial statements taken as a whole. The Schedule II Ì Valuation and Qualifying Accounts is presented for purposes of additional analysis and is not a required part of the basic consolidated Ñnancial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated Ñnancial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated Ñnancial statements taken as a whole. /s/ GRANT THORNTON LLP Houston, Texas March 14, 2005 55 FINANCIAL STATEMENT SCHEDULE* SCHEDULE II Ì VALUATION AND QUALIFYING ACCOUNTS U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES COL. A Description YEAR ENDED DECEMBER 31, 2004: Reserves and allowances deducted from asset accounts: COL. B Balance at Beginning of Period COL. C Additions COL. D Deduction Charged to Costs and Expenses Charged to Other Accounts (Amounts in thousands) Deductions COL. E Balance at End of Period Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏ $3,456 $1,293 Ì $2,302(1) $2,447 YEAR ENDED DECEMBER 31, 2003: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏ $4,327 $ 932 Ì $1,803(1) $3,456 YEAR ENDED DECEMBER 31, 2002: Reserves and allowances deducted from asset accounts: Allowance for doubtful accounts ÏÏÏÏÏÏÏÏÏÏ $3,805 $1,669 Ì $1,147(1) $4,327 (1) Uncollectible accounts written oÅ, net of recoveries. * All other schedules are omitted because of the absence of conditions under which they are required or because the required information is shown in the Ñnancial statements or notes thereto. 56 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. U.S. PHYSICAL THERAPY, INC. (Registrant) By: /s/ Lawrance W. McAfee Lawrance W. McAfee Chief Financial OÇcer By: /s/ David Richardson David Richardson Controller Date: March 15, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of the date indicated above. By: By: By: By: By: /s/ Christopher J. Reading Christopher J. Reading /s/ Lawrance W. McAfee Lawrance W. McAfee /s/ Daniel C. Arnold Daniel C. Arnold /s/ Mark J. Brookner Mark J. Brookner /s/ Bruce D. Broussard Bruce D. Broussard By: /s/ James B. Hoover James B. Hoover By: By: By: By: By: /s/ Marlin W. Johnston Marlin W. Johnston /s/ Livingston Kosberg Livingston Kosberg /s/ Jerald Pullins Jerald Pullins /s/ Albert L. Rosen Albert L. Rosen /s/ Clayton Trier Clayton Trier President, Chief Executive OÇcer and Director (principal executive oÇcer) Executive Vice President, Chief Financial OÇcer and Director (principal Ñnancial and accounting oÇcer) Chairman of the Board Vice Chairman of the Board Director Director Director Director Director Director Director 57 Number 3.1 3.2 3.3 10.1° 10.2° 10.3° 10.4° 10.5° 10.6° 10.7° 10.8° 10.9° EXHIBIT INDEX Description Articles of Incorporation of the Company ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Amendment to the Articles of Incorporation of the Company ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Bylaws of the Company, as amended ®Ñled as an exhibit to the Company's Form 10-KSB for the year ended December 31, 1993 and incorporated herein by reference Ì Commission File Number Ì 1-11151©. 1992 Stock Option Plan, as amended ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Executive Option Plan ®Ñled as an exhibit to the Company's Registration Statement on Form S-8 (Reg. No. 33-63444) and incorporated herein by reference©. 1999 Employee Stock Option Plan ®Ñled as an exhibit to the Company's Form 10-K for the year ended December 31, 1999 and incorporated herein by reference Ì Commission File Number Ì 1- 11151©. 2003 Stock Incentive Plan ®Ñled April 20, 2004 with DeÑnitive Proxy Statement for the 2004 Annual Meeting of Stockholders and incorporated herein by reference©. Non-Statutory Stock Option Agreement dated February 26, 2002 between the Company and Mary Dimick ®Ñled as an exhibit to the Company's S-8 dated February 10, 2003 Ì Reg. No. 333-103057- and incorporated herein by reference©. Non-Statutory Stock Option Agreement dated May 20, 2003 between the Company and Jerald Pullins ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Christopher Reading ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Lawrance McAfee ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Janna King ®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. 10.12 10.13° 10.11° 10.10° Non-Statutory Stock Option Agreement dated November 18, 2003 between the Company and Glenn McDowell®Ñled as an exhibit to the Company's S-8 Ñled March 15, 2004 Ì Reg. No. 333-113592 Ì and incorporated herein by reference©. Consulting agreement between the Company and J. Livingston Kosberg ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended June 30, 2001 and incorporated herein by reference©. Partnership Interest Purchase Agreement between the Company and John Cascardo ®Ñled as an exhibit to the Company's Form 10-Q for the quarterly period ended September 30, 2001 and incorporated herein by reference©. First Amendment to the Consulting Agreement between the Company and J. Livingston -Kosberg ®Ñled as an exhibit to the Company's Form 10-K for the year ended December 31, 2002 and incorporated herein by reference.© Employment Agreement, dated October 13, 2003, between U.S. Physical Therapy, Inc. and Lawrance W. McAfee ®Ñled as an exhibit to the Company's Form 8-K dated October 18, 2003 and incorporated herein by reference.© Employment Agreement, dated October 13, 2003, between U.S. Physical Therapy, Inc. and Christopher Reading ®Ñled as an exhibit to the Company's Form 8-K dated October 18, 2003 and incorporated herein by reference.© Subsidiaries of the Registrant Consent of Independent Registered Public Accounting Firm Ì Grant Thornton LLP 21* 23.1* 10.14° 10.15° Number 23.2* 31.1* 31.2* 31.3* 32.1* Description Consent of Independent Registered Public Accounting Firm Ì KPMG LLP CertiÑcation of Chief Executive OÇcer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended CertiÑcation of Chief Financial OÇcer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended CertiÑcation of Controller pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended CertiÑcation of Periodic Report of the Chief Executive OÇcer, Chief Financial OÇcer and Controller pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * Filed herewith ° Management contract or compensatory plan or arrangement.

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