UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 1-11151 U.S. PHYSICAL THERAPY, INC. (Name of registrant as specified in its charter) Nevada 76-0364866 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3040 Post Oak Blvd., Suite 222, Houston, Texas 77056 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (713) 297-7000 Check whether the issuer (1) filed all reports required to be filed 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 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 3,610,734 PART I - FINANCIAL INFORMATION Item 1. Financial Statements U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets as of March 31, 1998 and December 31, 1997 3 Consolidated Statements of Operations for the three months ended March 31, 1998 and 1997 5 Consolidated Statements of Cash Flows for the three months ended March 31, 1998 and 1997 6 Notes to Consolidated Financial Statements 8 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) March 31, December 31, 1998 1997 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 6,396 $ 5,556 Patient accounts receivable, less allowance for doubtful accounts of $1,596 and $1,595, respectively 7,995 7,707 Accounts receivable-other 242 187 Other current assets 439 504 Total current assets 15,072 13,954 Fixed assets: Furniture and equipment 8,461 8,111 Leasehold improvements 3,943 3,869 12,404 11,980 Less accumulated depreciation 6,414 5,951 5,990 6,029 Noncompete agreements, net of amortization of $524, and $501, respectively 101 124 Goodwill, net of amortization of $158, and $138, respectively 1,020 1,042 Other assets 1,395 1,399 $ 23,578 $ 22,548 See notes to consolidated financial statements. 3 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) March 31, December 31, 1998 1997 (unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable - trade $ 142 $ 250 Accrued expenses 1,618 1,333 Estimated third-party payor (Medicare) settlements 1,274 1,095 Notes payable 72 72 Total current liabilities 3,106 2,750 Notes payable - long-term portion 172 189 Convertible subordinated notes payable 8,050 8,050 Minority interests in subsidiary limited partnerships 1,779 1,557 Commitments - - Shareholders' equity: Preferred stock, $.01 par value, 500,000 shares authorized, -0- shares outstanding - - Common stock, $.01 par value, 10,000,000 shares authorized, 3,615,634 shares outstanding at March 31, 1998 and December 31, 1997, respectively 36 36 Additional paid-in capital 11,689 11,689 Accumulated deficit (1,207) (1,676) Treasury stock at cost, 4,900 shares held at March 31, 1998 and December 31, 1997, respectively (47) (47) Total shareholders' equity 10,471 10,002 $ 23,578 $ 22,548 See notes to consolidated financial statements. 4 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Three Months Ended March 31, 1998 1997 (unaudited) Net patient revenues $ 10,452 $ 8,627 Other revenues 138 65 Net revenues 10,590 8,692 Clinic operating costs: Salaries and related costs 4,967 4,127 Rent, clinic supplies and other 2,666 2,349 Provision for doubtful accounts 273 234 7,906 6,710 Corporate office costs: General and administrative 1,010 844 Recruitment and development 288 269 1,298 1,113 Operating income before non- operating expenses 1,386 869 Interest expense 182 183 Minority interests in subsidiary limited partnerships 430 276 Income before income taxes 774 410 Provision for income taxes 305 16 Net income $ 469 $ 394 Basic earnings per common share $ .13 $ .11 Earnings per common share-assuming dilution $ .13 $ .11 See notes to consolidated financial statements. 5 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, 1998 1997 (unaudited) Operating activities Net income $ 469 $ 394 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 512 452 Minority interests in earnings of subsidiary limited partnerships 430 276 Provision for bad debts 273 234 Loss (gain) on sale of fixed assets 1 (3) Changes in operating assets and liabilities: Increase in patient accounts receivable (562) (514) Increase in accounts receivable- other (55) (75) Decrease (increase) in other assets 64 (112) Increase (decrease) in accounts payable and accrued expenses 177 (52) Increase in estimated third- party payor (Medicare) settlements 179 286 Net cash provided by operating activities 1,488 886 See notes to consolidated financial statements. 6 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, 1998 1997 (unaudited) Investing activities Purchase of fixed assets (423) (322) Purchase of intangibles - - Proceeds on sale of fixed assets - 67 Net cash used in investing activities (423) (255) Financing activities Proceeds from notes payable - 40 Payment of notes payable (17) (21) Proceeds from investment of minority investors in subsidiary limited partnerships 1 1 Distributions to minority investors in subsidiary limited partnerships (209) (156) Net cash used in financing activities (225) (136) Net increase in cash and cash equivalents 840 495 Cash and cash equivalents - beginning of period 5,556 4,912 Cash and cash equivalents - end of period $ 6,396 $ 5,407 Supplemental disclosures of cash flow information Cash paid during the period for: Income taxes $ 55 $ 89 Interest $ 162 $ 165 See notes to consolidated financial statements. 7 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1998 1. Basis of Presentation and Significant Accounting Policies The consolidated financial statements include the accounts of U.S. Physical Therapy, Inc. and its wholly-owned subsidiaries (the "Company"). All significant intercompany transactions and balances have been eliminated. The Company, through its wholly-owned subsidiaries, currently owns a 1% general partnership interest and limited partnership interests ranging from 59% to 99% in the clinics it operates (89% of the clinics were at 64% as of March 31, 1998). For the majority of the clinics, the managing therapist of each such clinic, along with other therapists at the clinic in several of the partnerships, own the remaining limited partnership interest in the clinic which ranges from 0% to 40%. The minority interest in the equity and earnings of the subsidiary clinic limited partnerships are presented separately in the consolidated financial statements. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, the statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying unaudited financial statements contain all necessary adjustments (consisting only of normal recurring adjustments) to present fairly the Company's financial position, results of operations and cash flows for the interim periods presented. For further information regarding the Company's accounting policies, refer to the audited financial statements included in the Company's Form 10-KSB for the year ended December 31, 1997. Operating results for the three months ended March 31, 1998 ("1998 First Quarter") are not necessarily indicative of the results expected for the entire year. Use of Estimates Management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 8 Reclassifications The accompanying financial statements for 1997 have been reclassified to conform with the presentation used for 1998. 2. Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 1998 1997 Numerator: Net income $ 469,000 $ 394,000 Numerator for basic earnings per share and diluted earnings per share $ 469,000 $ 394,000 Denominator: Denominator for basic earnings per share--weighted-average shares 3,610,734 3,594,715 Effect of dilutive securities: Stock options 138,766 94,125 Warrants - 28,036 Dilutive potential common shares 138,766 122,161 Denominator for diluted earnings per share--adjusted weighted- average shares and assumed conversions 3,749,500 3,716,876 Basic earnings per share $ 0.13 $ 0.11 Diluted earnings per share $ 0.13 $ 0.11 During the 1998 and 1997 First Quarters, the Company had outstanding the following notes payable: 8% Convertible Subordinated Notes due June 30, 2003, for an aggregate principal amount of $3,050,000; 8% Convertible Subordinated Notes, Series B, due June 30, 2004, for an aggregate principal amount of $2,000,000; and 8% Convertible Subordinated Notes, Series C, due June 30, 2004, for an aggregate principal amount of $3,000,000 (collectively "the Notes"). The Notes were not included in the computation of diluted earnings per share because the effect on the computation was anti-dilutive. 9 3. Income Taxes Significant components of the provision for income taxes, for the three months ended March 31, were as follows: 1998 1997 Current: Federal $1,083,000 $ 94,000 State 55,000 45,000 Total current 1,138,000 139,000 Deferred: Federal (833,000) (123,000) State - - Total deferred (833,000) (123,000) Total income tax provision $ 305,000 $ 16,000 10 Item 2. Management's Discussion and Analysis or Plan of Operation. Overview The Company operates outpatient physical and occupational therapy clinics which provide post-operative care and treatment for a variety of orthopedic-related disorders and sports-related injuries. At March 31, 1998, the Company operated 84 outpatient physical and occupational therapy clinics in 25 states. The average age of the 84 clinics in operation at March 31, 1998 is 3.1 years old. Since inception of the Company, 85 clinics have been developed and six clinics have been acquired by the Company. To date, the Company has closed two facilities, due to adverse clinic performance, consolidated the operations of three of its clinics with other existing clinics to more efficiently serve various geographic markets and sold certain fixed assets at two of the Company's clinics and then closed such facilities. The sale of fixed assets and the concurrent closure of the two clinics occurred during the three months ended March 31, 1997 ("1997 First Quarter"). No loss was recognized relating to these 1997 First Quarter closures. These two clinics combined accounted for net patient revenues and clinic operating costs for the 1997 First Quarter of $(1,000) and $48,000, respectively. Results of Operations Three Months Ended March 31, 1998 Compared to the Three Months Ended March 31, 1997 Net Patient Revenues Net patient revenues increased to $10,452,000 for the 1998 First Quarter from $8,627,000 for the 1997 First Quarter, an increase of $1,825,000, or 22 percent. Net patient revenues from the 15 clinics developed since the 1997 First Quarter (the "New Clinics") accounted for 43 percent of the increase or $779,000. The remaining increase of $1,046,000 in net patient revenues comes from those 69 clinics opened more than one year as of March 31, 1998 (the "Pre-March 1998 Clinics"). The majority of the $1,046,000 increase in net patient revenues from these clinics resulted from an 11 percent increase in the number of patient visits, while the average rate charged per visit remained stable. Net patient revenues are based on established billing rates less allowances and discounts for patients covered by worker's compensation programs and other 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 reflect reserves, which are evaluated quarterly by management, for contractual and other adjustments relating to patient discounts from certain payors. Net patient revenues also are reported net of estimated retrospective adjustments under Medicare. Medicare reimbursement for outpatient physical or occupational therapy services furnished by clinics or 11 rehabilitation agencies is paid based on a cost reimbursement methodology. The Company is initially reimbursed at a tentative rate with final settlement determined after submission of an annual cost report by the Company and audits thereof by the Medicare fiscal intermediary. Beginning in 1998, certain changes were imposed in the method in which the Company is reimbursed for its services by Medicare as defined in the Balanced Budget Act of 1997 ("BBA"). See Factors Affecting Future Results section of Management's Discussion and Analysis or Plan of Operation. Other Revenues Other revenues, consisting of interest, management fees and sublease income, increased by $73,000, or 112 percent, to $138,000 for the 1998 First Quarter from $65,000 for the 1997 First Quarter. This increase was due primarily to management fees earned in connection with a contract the Company entered into during the 1997 First Quarter to manage a third party physical therapy clinic and an increase in interest income as a result of the higher average amount of cash and cash equivalents available for investment during the 1998 First Quarter. Clinic Operating Costs Clinic operating costs as a percent of net patient revenues declined to 76% for the 1998 First Quarter from 78% for the 1997 First Quarter. Clinic Operating Costs - Salaries and Related Costs Clinic operating costs - salaries and related costs increased to $4,967,000 for the 1998 First Quarter from $4,127,000 for the 1997 First Quarter, an increase of $840,000 or 20 percent. Approximately 52 percent of the increase, or $439,000, was due to the New Clinics. The remaining 48 percent increase or $401,000 is due principally to increased staffing to meet the increase in patient visits for the clinics opened prior to the 1998 First Quarter, coupled with an increase in bonuses earned by the managing therapists at the clinics opened prior to the 1998 First Quarter. Such bonuses are based on the net revenues or operating profit generated by the individual clinics. Clinic operating costs - salaries and related costs as a percent of net patient revenues remained stable at 48 percent for both the 1998 First Quarter and the 1997 First Quarter. Clinic Operating Costs - Rent, Clinic Supplies and Other Clinic operating costs - rent, clinic supplies and other increased to $2,666,000 for the 1998 First Quarter from $2,349,000 for the 1997 First Quarter, an increase of $317,000, or 13 percent. Approximately 67 percent of the increase, or $213,000, was due to the New Clinics, while 33 percent, or $104,000, of the increase was due to clinics opened prior to the 1998 First Quarter. Clinic operating costs - rent, clinic supplies and other as a percent of net patient revenues declined to 26 percent for the 1998 First Quarter from 27 percent for the 1997 First Quarter. 12 Clinic Operating Costs - Provision for Doubtful Accounts Clinic operating costs - provision for doubtful accounts increased to $273,000 for the 1998 First Quarter from $234,000 for the 1997 First Quarter, an increase of 17 percent or $39,000. Approximately 42 percent of the increase, or $16,000, was due to the New Clinics, while 58 percent, or $23,000, of the increase relates to the clinics opened prior to the 1998 First Quarter. The provision as a percent of net patient revenues declined to 2.6 percent for the 1998 First Quarter compared to 2.7 percent for the 1997 First Quarter. Corporate Office Costs - General & Administrative Corporate office costs - general and administrative, consisting primarily of salaries of corporate office personnel and related costs, recruiting fees associated with hiring personnel at both the corporate office and at the seasoned clinics, insurance costs, depreciation and amortization, travel, legal, application fees and professional fees increased to $1,010,000 for the 1998 First Quarter from $844,000 for the 1997 First Quarter, an increase of $166,000, or 20 percent. Corporate office costs - general and administrative increased primarily as a result of additional personnel hired to oversee the operations of an increasing number of clinics in operation and increased legal and professional fees relating to operating these additional clinics. Corporate office costs - general and administrative, as a percent of net patient revenues, remained stable at 10 percent for the 1998 First Quarter and for the 1997 First Quarter. Corporate Office Costs - Recruitment & Development Corporate office costs - recruitment and development primarily represent salaries of recruitment and development personnel, travel, marketing and recruiting fees attributed directly to the Company's activities in the development and acquisition of new clinics. All recruitment and development personnel are located at the corporate office in Houston, Texas. Once a clinic has opened, these personnel are not involved with the clinic. Corporate office costs - recruitment and development increased $19,000 or 7 percent to $288,000 for the 1998 First Quarter from $269,000 for the 1997 First Quarter. The majority of this increase relates to an increase in salaries and related costs of recruitment and development personnel which were added in response to management's intention to accelerate the pace of new clinic openings during 1998 from the level of 13 new clinics developed and opened during 1997. Corporate office costs - recruitment and development, as a percent of net patient revenues, remained stable at 3 percent for the 1998 First Quarter and for the 1997 First Quarter. 13 Interest Expense Interest expense of $182,000 for the 1998 First Quarter relates primarily to $56,000 of interest expense on the $3,050,000 aggregate principal amount of 8% Convertible Subordinated Notes issued by the Company in June 1993 and $99,000 of interest expense on the $5,000,000 aggregate principal amount of 8% Series B and Series C Notes issued by the Company in May 1994. In addition, $19,000 of interest expense was recorded in the 1998 First Quarter relating to the Contingent Interest Enhancement feature of the Series B Notes. This feature allowed Series B Note holders to receive an interest enhancement payable in shares of Company Common Stock based upon the market value of the Company's shares for the month of June 1996, which corresponded to two years from the date of issuance of the Series B Notes (the "Contingent Interest Enhancement"). A total of 70,965 shares of Company Common Stock were issued in connection with the Contingent Interest Enhancement feature. Minority Interests in Subsidiary Limited Partnerships Minority interests in subsidiary limited partnerships increased $154,000, or 56 percent, to $430,000 for the 1998 First Quarter from $276,000 for the 1997 First Quarter due to the increase in aggregate profitability of those clinics in which partners have achieved positive retained earnings and are accruing partnership income. Provision for Income Taxes The provision for income taxes increased to $305,000 for the 1998 First Quarter from $16,000 for the 1997 First Quarter, an increase of $289,000. The increase in federal income taxes to $250,000 in the 1998 First Quarter from $(29,000) in the comparable 1997 quarter is due to the fact that during 1997, the Company utilized all of its unused net operating loss carryforwards. Accordingly, during the 1998 First Quarter, the Company was taxed at the corporate level federal tax rate of 34%. Coupled with this is the fact that during the 1997 First Quarter, the Company reduced its valuation allowance against its deferred federal tax asset by $123,000. State income taxes increased to $55,000 for the 1998 First Quarter from $45,000 for the comparable 1997 quarter, and increase of $10,000. The increase in state tax expense corresponds to the increase in profitability of the clinics. Net Income The Company's net income for 1998 First Quarter of $469,000 exceeded the 1997 First Quarter's net income of $394,000 principally due to the $1,898,000 increase in net revenues, which more than offset the $1,196,000 increase in clinic operating costs, the $185,000 increase in corporate office costs, the $154,000 increase in minority interests in subsidiary limited partnerships and the $289,000 increase in income taxes. 14 Liquidity and Capital Resources At March 31, 1998, the Company had $6,396,000 in cash and cash equivalents, which is available to fund the working capital needs of its operating subsidiaries, future clinic developments and acquisitions and the Company's repurchase of shares of its common stock. Included in cash and cash equivalents at March 31, 1998 is $4,300,000 of short-term United States government agency securities and $525,000 of short-term United States government money market funds. The market value of the short-term United States government agency securities and the United States government money market funds approximated the carrying value of such securities as of March 31, 1998. The increase in cash of $840,000 from December 31, 1997 to March 31, 1998 is due to cash provided by operating activities of $1,488,000, offset, in part, by the Company's use of cash to fund capital expenditures, primarily for physical therapy equipment and leasehold improvements, in the amount of $423,000, distributions to minority partners in subsidiary limited partnerships of $209,000 and payment on notes payable of $17,000. The Company's current ratio decreased to 4.85 to 1.00 at March 31, 1998 from 5.07 to 1.00 at December 31, 1997. The decrease in the current ratio is due primarily to an increase in accrued expenses and estimated third-party payor (Medicare) settlements, offset, in part, by an increase in net patient revenues, which, in turn, have caused an increase in patient accounts receivable. At March 31, 1998, the Company had a debt-to-equity ratio of 0.79 to 1.00 compared to 0.83 to 1.0 at December 31, 1997. The improvement in the debt-to-equity ratio from December 31, 1997 to March 31, 1998 relates primarily to the increase in equity as a result of the net income of $469,000 for the quarter ended March 31, 1998. The quarterly interest obligation on the outstanding 8% Convertible Subordinated Notes, the 8% Convertible Subordinated Notes, Series B and the 8% Convertible Subordinated Notes, Series C is $61,000, $40,000 and $60,000, respectively, through June 30, 2003, June 30, 2004 and June 30, 2004, respectively. In January 1997, the Company's Board of Directors authorized it to repurchase up to 200,000 shares of its common stock. The timing of which and the actual number of shares purchased will depend on market conditions. The repurchased shares, which will be financed with available cash, will be held as treasury shares and will thereafter be available for general corporate purposes. As of March 31, 1998, 4,900 shares have been repurchased at a cost of $47,000. Management believes that existing funds, supplemented by cash flows from existing operations, will be sufficient to meet its current operating needs and its development plans through at least 1998. 15 Recently Promulgated Accounting Standards In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which required the Company to change the method presently used to compute earnings per share and to restate all prior period amounts. Statement 128 replaced primary and fully diluted earnings per share with basic and diluted earnings per share. Under the new requirements for calculating earnings per share, the dilutive effect of stock options is excluded from basic earnings per share but included in the computation of diluted earnings per share. The new standard did not have a material impact on the basic or fully diluted earnings per share computations for 1997. Factors Affecting Future Results Clinic Development During 1998 the Company intends to further accelerate the pace of new clinic openings from the 13 clinics opened during 1997. Accordingly, corporate office-recruitment and development expenses are expected to increase since new clinics traditionally involve a significant amount of start-up costs, such as travel and recruitment fees. In addition, the Company's operating results will be impacted by initial operating losses from the new clinics. During the initial period of operation, operating margins for newly opened clinics tend to be lower than more seasoned clinics due to the start-up costs of newly opened clinics (salaries and related costs of the physical therapist and other clinic personnel, rent and equipment and other supplies required to open the clinic) and the fact that patient revenues tend to be lower in the first year of a new clinic's operation and increase over the next several years. The Balanced Budget Act of 1997 Beginning in 1998, Medicare imposed new constraints on reimbursement for outpatient physical and/or occupational therapy services. In 1998, Medicare reimbursement for outpatient physical and/or occupational therapy furnished by a Medicare-certified rehabilitation agency or clinic is equal to the lesser of the provider's "adjusted reasonable costs" as allowed under Medicare regulations and defined in the Balanced Budget Act of 1997 ("BBA") or the provider's charges, in each case less 20% of the amount of the charge imposed for the services. For rehabilitation agencies and clinics, the "adjusted reasonable cost" of a service is the service's reasonable cost, as determined under Medicare regulations, less 10%. The 10% reduction does not apply to services provided by hospitals. The 20% deduction represents the co-insurance amount that an individual beneficiary, or their "Medigap" insurance carrier if such coverage exists, is required to pay in addition to the beneficiary's annual deduction. Furthermore, the BBA also provides that after 1998, outpatient rehabilitation services will be paid based on a fee schedule, the amounts for which will be determined by the Secretary of HHS. Beginning in 1999, the total amount that may be paid by 16 Medicare in any one year for outpatient physical or occupational therapy to any one patient will be limited to $1,500, except for services provided in hospitals. The effect of these payment changes may be to encourage patients with extensive rehabilitation needs to seek treatment in a hospital setting. The Company will not be able to determine the impact the changes imposed by the BBA will have on its business for 1999 until the Secretary of HHS publishes its fee schedule. Year 2000 Some of the Company's older computer programs were written using two digits rather than four to define the applicable year. As a result, those computer programs have time-sensitive software that recognize a date using "00" as the year 1900 rather than the year 2000. The Company has completed an assessment and will have to modify or replace portions of its software so that its computer systems will function properly with respect to dates in the year 2000 and thereafter. The Company does not anticipate that the cost of such modifications or replacements will be material to its operations. The Company believes that with modifications to existing software and conversions to new software, the Year 2000 issue will not pose significant operational problems for its computer systems. 17 U.S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) List of Exhibits 27. Financial Data Schedule (b) Reports of Form 8-K No reports on Form 8-K were filed with the Securities and Exchange Commission during the quarter ended March 31, 1998. 18 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. U.S. PHYSICAL THERAPY, INC. Date: May 13, 1998 By: /s/ MARK J. BROOKNER Mark J. Brookner Chief Financial Officer (duly authorized officer and principal financial officer) 19