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Acquisitions of Businesses | 12 Months Ended
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Dec. 31, 2024
Acquisitions of Businesses [Abstract] |
Acquisitions of Businesses | 4. Acquisitions of Businesses The Company’s strategy is to continue acquiring and managing multi-clinic outpatient physical therapy practices, to develop outpatient physical therapy clinics as satellites in existing partnerships and to continue acquiring companies that provide and serve the IIP sector. The consideration paid for each acquisition is derived through arm’s length negotiations and funded through working capital, borrowings under the Company’s revolving credit facilities or proceeds from the secondary offering discussed in Note 1. The finalized purchase prices plus the fair value of the non-controlling interests for the acquisitions in 2023 and 2022 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill. For the acquisitions in 2024, the Company is in the process of completing its formal valuation analysis to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the preliminary estimates used at December 31, 2024 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets and the completion by the Company of the identification of any unrecorded pre-acquisition contingencies, where the liability is probable and the amount can be reasonably estimated, will likely result in adjustments to goodwill. The Company does not expect the adjustments to be material. During 2024, 2023 and 2022, the Company acquired a majority interest in the following businesses: 2024 Acquisitions
|  |  |  | % Interest |  |  | Number of |
Acquisition |  | Date |  | Acquired |  |  | Clinics |
November 2024 Acquisition |  | November 30, 2024 |  |  | 75% |  |  |  | 8 |
October 2024 Acquisition |  | October 31, 2024 |  |  | 50% |  |  |  | 50 |
August 2024 Acquisition |  | August 31, 2024 |  |  | 70% |  |  |  | 8 |
April 2024 Acquisition |  | April 30, 2024 |  |  | ** |  |  |  | * |
March 2024 Acquisition |  | March 29, 2024 |  |  | 50% |  |  |  | 9 |
* | IIP business
** | On April 30, 2024, one of the Company’s primary IIP business, Briotix Health Limited Partnership, acquired 100% of an IIP business.
On November 30, 2024, the Company acquired a 75% equity interest in an eight-clinic physical therapy practice. The owner of the practice retained 25% of the equity interests. The purchase price for the 75% equity interest was approximately $15.9 million, of which $15.7 million was paid in cash, and $0.2 million was in the form of a note payable. The note accrues interest at 5.0% per annum and the principal and interest is payable on December 1, 2026. On October 31, 2024, the Company acquired 50% interest in MSO Metro, LLC (“Metro”) pursuant to the Equity Interest Purchase Agreement (the “Purchase Agreement”) dated October 7, 2024 among U.S. Physical Therapy, Ltd. (a subsidiary of the Company), Metro, the members of Metro, and Michael G. Mayrsohn, as Sellers’ Representative. The Company also became the managing member of Metro. At the closing, the Company paid the purchase price of approximately $76.5 million, $75.0 million of which was funded by its cash on hand and the remaining $1.5 million through the issuance of 18,358 shares of the Company’s common stock based on a trailing five-day average as of the day immediately prior to closing. The shares of the Company’s common stock were issued in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act. The Purchase Agreement also includes an earnout where the sellers can earn up to another $20.0 million of consideration if certain performance criteria relating to the Metro business are achieved. The contingent consideration is valued at $11.3 million at December 31, 2024. In addition, as part of the transaction, Mr. Mayrsohn and the other owners have the right to require the Company to purchase up to 20% of the Metro equity, commencing on the third anniversary of the Metro transaction closing. In connection with the Metro transaction, on October 2, 2024, the Company’s Board of Directors approved the appointment of Mr. Mayrsohn as a director of the Company, effective as of February 24, 2025, contingent on the completion of the Metro transaction. Subsequently, on February 24, 2025, the Company’s Board of Directors took formal action to allow Mr. Mayrsohn to focus on the integration and operations of the Metro business, and instead approved the nomination of Mr. Mayrsohn to serve on the Company’s Board of Directors and that he be included in the Proxy Statement for the Company’s Annual Meeting of Stockholders to be held on May 20, 2025. On August 31, 2024, the Company acquired a 70% equity interest in an eight-clinic practice physical therapy and the original practice owners retained a 30% equity interest. The purchase price for the 70% equity interest was approximately $2.0 million. As part of the transaction, the Company agreed to additional contingent consideration if future operational and financial objectives are met. The maximum amount of additional contingent consideration due under this agreement is $3.6 million. The contingent consideration was valued at $3.2 million on December 31, 2024. On April 30, 2024, the Company acquired 100% of an IIP business through one of its primary IIP businesses, Briotix Health Limited Partnership, for a purchase price of approximately $24.0 million, of which $0.5 million was in the form of a note payable. The note accrues interest at 5.0% per annum and the principal and the interest are payable on May 1, 2025. As part of the transaction, the Company agreed to additional contingent consideration if future operational objectives are met by the business. The maximum amount of additional contingent consideration due under this agreement is $10.0 million. The contingent consideration was valued at $2.5 million as of December 31, 2024. On March 29, 2024, the Company acquired a 50% equity interest in a nine-clinic physical therapy and hand therapy practice (“March 2024 Acquisition”). The original owners of the practice retained the remaining 50%. The purchase price for the 50% equity interest was approximately $16.4 million, of which $0.5 million was in the form of a note payable. The note accrues interest at 4.5% per annum and the principal and the interest are payable on March 29, 2026. As part of the transaction, the Company agreed to additional contingent consideration if future operational and financial objectives are met. There is no maximum payout. The contingent consideration was valued at $0.2 million on December 31, 2024. The purchase prices for the 2024 acquisitions have been preliminarily allocated as follows.
|  | For the Year Ended December 31, 2024 |
|  | Physical Therapy |
|  | IIP |  |  | Operations |  |  | Total |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 23,106 |  |  | $ | 109,981 |  |  | $ | 133,087 |
Seller note |  |  | 455 |  |  |  | 1,220 |  |  |  | 1,675 |
Granted shares |  |  | - |  |  |  | 1,500 |  |  |  | 1,500 |
Contingent payments |  |  | 2,100 |  |  |  | 15,571 |  |  |  | 17,671 |
Total consideration |  | $ | 25,661 |  |  | $ | 128,272 |  |  | $ | 153,933 |
Estimated fair value of net tangible assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 1,211 |  |  | $ | 9,691 |  |  | $ | 10,902 |
Total non-current assets |  |  | 218 |  |  |  | 31,109 |  |  |  | 31,327 |
Total liabilities |  |  | (541 | ) |  |  | (28,502 | ) |  |  | (29,043 | )
Net tangible assets acquired |  |  | 888 |  |  |  | 12,298 |  |  |  | 13,186 |
Customer and referral relationships |  |  | 6,708 |  |  |  | 54,018 |  |  |  | 60,726 |
Non-compete agreement |  |  | 261 |  |  |  | 3,293 |  |  |  | 3,554 |
Tradenames |  |  | 1,331 |  |  |  | 12,310 |  |  |  | 13,641 |
Goodwill |  |  | 16,473 |  |  |  | 148,056 |  |  |  | 164,529 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | - |  |  |  | (101,703 | ) |  |  | (101,703 | )
|  | $ | 25,661 |  |  | $ | 128,272 |  |  | $ | 153,933 |
Total current assets primarily represent accounts receivable while total non-current assets consist of fixed assets and equipment used in the practice. For the acquisitions in 2024, the values assigned to the customer and referral relationships and non-compete agreement are being amortized on a straight-line basis over their respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 12.0 years. For the non-compete agreements, the weighted-average amortization period is 5.0 years. The values assigned to tradenames are tested annually for impairment. Following are the supplemental consolidated financial results of U.S. Physical Therapy Inc. on an unaudited pro forma basis, as if the 2024 acquisitions had been consummated on January 1, 2023.
| For the Year Ended |
| December 31, 2024 |  | December 31, 2023 |
| (In thousands) |
Net revenue |  | $ | 763,954 |  |  | $ | 678,743 |
Net income |  | $ | 52,927 |  |  | $ | 42,421 |
These pro forma results were based on estimates and assumptions which the Company believes are reasonable. They are not necessarily indicative of the Company’s consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting, primarily amortization of intangible assets, and other adjustments which are included in the earliest period presented. Variable Interest Entities During 2024, the Company acquired interests in the March 2024 Acquisition and Metro and paid the purchase prices of approximately $16.4 million and $76.5 million, respectively, as of the dates and to the extent below.
Acquisition |  | Date |  | % Interest Acquired |  |  | Number of Clinics |
Metro |  | October 31, 2024 |  |  | 50% |  |  |  | 50 |
March 2024 Acquisition |  | March 29, 2024 |  |  | 50% |  |  |  | 9 |
The Company’s acquisitions include future payments that are contingent upon the occurrence of future operational objectives being met. The Company estimates the fair value of contingent consideration obligations through valuation models designed to estimate the probability of such contingent payments based on various assumptions and incorporating estimated success rates. These fair value measurements are based on significant inputs not observable in the market. Substantial judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period. The Company determined the fair value of its contingent consideration obligation to be $11.3 million and $0.2 million for MSO Metro LLC and the March 2024 Acquisition, at December 31, 2024 respectively. The Company determined that these entities are variable interest entities and that it is the primary beneficiary of these VIEs. The Company consolidates the VIEs since it controls the management and operating activities that are most significant to the VIEs’ economic performance and its ownership interests expose the Company to the risks and benefits that could potentially be significant to each VIE. The assets of the VIEs recognized in consolidation may only be used to settle obligations of each respective VIE and may not be used to satisfy claims of the Company, and the creditors of each VIE do not have recourse to the Company’s general credit. The following table presents the assets and liabilities of the Company’s VIEs as of December 31, 2024, excluding intercompany balances that are eliminated in consolidation. Assets and liabilities of the VIEs:
|  | December 31, 2024 |
|  | (In thousands) |
Current assets |  | $ | 9,660 |
Non-current assets |  |  | 36,523 |
Total assets |  | $ | 46,183 |
Current liabilities |  | $ | 5,321 |
Non-current liabilities |  |  | 28,817 |
Total liabilities |  | $ | 34,138 |
Operating results of the VIEs
|  | For the Year Ended |
|  | December 31, 2024 |
|  | (In thousands) |
Net revenue |  | $ | 19,138 |
Operating cost: |  |  |  |
Salaries and related costs |  |  | 11,903 |
Rent, supplies, contract labor and other |  |  | 4,883 |
Provision for credit losses |  |  | 188 |
Total operating cost |  |  | 16,974 |
Gross profit |  |  | 2,164 |
Other expense |  |  | 3 |
Income before taxes |  | $ | 2,161 |
2023 Acquisitions
|  |  |  | % Interest |  |  | Number of |
Acquisition |  | Date |  | Acquired |  |  | Clinics |
October 2023 Acquisition |  | October 31, 2023 |  |  | ** |  |  |  | * |
September 2023 Acquisition 1 |  | September 29, 2023 |  |  | 70% |  |  |  | 4 |
September 2023 Acquisition 2 |  | September 29, 2023 |  |  | 70% |  |  |  | 1 |
July 2023 Acquisition |  | July 31, 2023 |  |  | 70% |  |  |  | 7 |
May 2023 Acquisition |  | May 31, 2023 |  |  | 45% |  |  |  | 4 |
February 2023 Acquisition |  | February 28, 2023 |  |  | 80% |  |  |  | 1 |
* | IIP business
** | On October 31, 2023, the Company concurrently acquired 100% of an IIP business and a 55% equity interest in the ergonomics software business (“October 2023 Acquisition”).
On October 31, 2023, the Company concurrently acquired 100% of an IIP business and a 55% equity interest in the ergonomics software business. The previous owner of the ergonomics software business retained a 45% equity interest. The total purchase price of the combined businesses was approximately $4.0 million and was paid in cash. On September 29, 2023, the Company acquired a 70% equity interest in a four-clinic physical therapy practice. The owner of the practice retained 30% of the equity interests. The purchase price for the 70% equity interest was approximately $6.0 million, of which $5.4 million was paid in cash, and $0.6 million was in the form of a note payable. The note accrues interest at 5.0% per annum and the principal and interest are payable in two installments. The first payment of principal and interest of $0.3 million was paid in January 2024, and the second installment of $0.3 million is due on September 30, 2025. In a separate transaction, on September 29, 2023, the Company acquired a 70% equity interest in a single clinic physical therapy practice. The owner of the practice retained 30% of the equity interests. The purchase price for the 70% equity interest was approximately $7.8 million, of which $7.4 million was paid in cash and $0.4 million is a deferred payment due on June 30, 2025. On July 31, 2023, the Company acquired a 70% equity interest in a five-clinic practice. The practice’s owners retained a 30% equity interest. The purchase price for the 70% equity interest was approximately $2.1 million, of which $1.8 million was paid in cash and $0.3 million is a deferred payment due on June 30, 2025. On May 31, 2023, the Company and a local partner together acquired a 75% interest in a four-clinic physical therapy practice. After the transaction, the Company’s ownership interest is 45%, the Company’s local partner’s ownership interest is 30%, and the practice’s pre-acquisition owners have a 25% ownership interest. The purchase price for the 75% equity interest was approximately $3.1 million, of which $1.7 million was paid in cash by the Company, $1.1 million was paid in cash by the local partner, and $0.3 million was in the form of a note payable. The note was paid in full on July 1, 2024 ($0.2 million was paid by the Company and $0.1 million was paid by the local partner). On February 28, 2023, the Company acquired an 80% interest in a one-clinic physical therapy practice. The practice’s owners retained 20% of the equity interests. The purchase price for the 80% equity interest was approximately $6.2 million, of which $5.8 million was paid in cash and $0.4 million in the form of a note payable. The note accrues interest at 4.5% per annum and the principal and interest were paid on February 28, 2025. The purchase prices for the 2023 acquisitions has been allocated as follows.
|  | For the Year Ended December 31, 2023 |
|  |  |  |  | Physical Therapy |  |  |  |
|  | IIP |  |  | Operations |  |  | Total |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 3,955 |  |  | $ | 22,627 |  |  | $ | 26,582 |
Seller note |  |  | - |  |  |  | 985 |  |  |  | 985 |
Deferred payments |  |  | - |  |  |  | 830 |  |  |  | 830 |
Contingent payments |  |  | - |  |  |  | 200 |  |  |  | 200 |
Total consideration |  | $ | 3,955 |  |  | $ | 24,642 |  |  | $ | 28,597 |
Estimated fair value of net tangible assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 392 |  |  | $ | 1,141 |  |  | $ | 1,533 |
Total non-current assets |  |  | 335 |  |  |  | 3,149 |  |  |  | 3,484 |
Total liabilities |  |  | (41 | ) |  |  | (3,163 | ) |  |  | (3,204 | )
Net tangible assets acquired |  |  | 686 |  |  |  | 1,127 |  |  |  | 1,813 |
Customer and referral relationships |  |  | 757 |  |  |  | 6,819 |  |  |  | 7,576 |
Non-compete agreement |  |  | 37 |  |  |  | 329 |  |  |  | 366 |
Tradenames |  |  | 187 |  |  |  | 1,680 |  |  |  | 1,867 |
Goodwill |  |  | 2,562 |  |  |  | 25,521 |  |  |  | 28,083 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | (274 | ) |  |  | (10,834 | ) |  |  | (11,108 | )
|  | $ | 3,955 |  |  | $ | 24,642 |  |  | $ | 28,597 |
2022 Acquisitions
|  |  |  | % Interest |  |  | Number of |
Acquisition |  | Date |  | Acquired |  |  | Clinics |
November 2022 Acquisition |  | November 30, 2022 |  |  | 80% |  |  |  | 13 |
October 2022 Acquisition |  | October 31, 2022 |  |  | 60% |  |  |  | 14 |
September 2022 Acquisition |  | September 30, 2022 |  |  | 80% |  |  |  | 2 |
August 2022 Acquisition |  | August 31, 2022 |  |  | 70% |  |  |  | 6 |
March 2022 Acquisition |  | March 31, 2022 |  |  | 70% |  |  |  | 6 |
On November 30, 2022, the Company acquired an 80% interest in a thirteen-clinic physical therapy practice. The practice’s owners retained 20% of the equity interests. The purchase price for the 80% equity interest was approximately $25.0 million, of which $24.2 million was paid in cash and $0.8 million in the form of a note payable. The note accrues interest at 7.0% per annum and the principal and interest was paid on November 30, 2024. As part of the acquisition, the Company agreed to additional contingent consideration of up to $1.6 million if future operational objectives were met. The future operational objectives were not met, and no additional payment was made. On October 31, 2022, the Company acquired a 60% interest in a fourteen-clinic physical therapy practice. The practice’s owners retained 40% of the equity interests. The purchase price for the 60% equity interest was approximately $19.5 million, with additional contingent consideration if certain future operational objectives were met. The Company paid $9.7 million of additional contingent consideration related to this transaction on December 10, 2024. On September 30, 2022, the Company acquired an 80% interest in a two-clinic physical therapy practice. The practice’s owners retained 20% of the equity interests. The purchase price for the 80% equity interest was approximately $4.2 million, of which $3.9 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 5.5% per annum and the principal and interest were paid on September 30, 2024. On August 31, 2022, the Company acquired 70% interest in a six-clinic physical therapy practice. The practice’s owners retained 30% of the equity interests. The purchase price for the 70% equity interest was approximately $3.5 million, of which $3.3 million was paid in cash and $0.2 million in the form of a note payable. The note accrues interest at 5.5% per annum and the principal and interest were paid on August 31, 2024. On March 31, 2022, the Company acquired a 70% interest in a six-clinic physical therapy practice. The practice’s owners retained 30% of the equity interests. The purchase price for the 70% equity interest was approximately $11.5 million, of which $11.2 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 3.5% per annum and the principal and interest were paid on March 31, 2024. The purchase price for the 2022 acquisitions has been allocated as follows.
|  | Physical Therapy |
|  | Operations |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 59,788 |
Seller notes |  |  | 1,574 |
Contingent payments |  |  | 10,000 |
Total consideration |  | $ | 71,362 |
Estimated fair value of net tangible assets acquired: |  |  |  |
Total current assets |  | $ | 1,329 |
Total non-current assets |  |  | 7,798 |
Total liabilities |  |  | (10,930 | )
Net tangible assets acquired |  |  | (1,803 | )
Customer and referral relationships |  |  | 18,062 |
Non-compete agreements |  |  | 934 |
Tradenames |  |  | 5,445 |
Goodwill |  |  | 75,525 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | (26,801 | )
|  | $ | 71,362 |
Total current assets primarily represent accounts receivable while total non-current assets consist of fixed assets and equipment used in the practice. The purchase price plus the fair value of the non-controlling interests for the acquisitions in 2022 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, (i.e. trade names, referral relationships and non-compete agreements) and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill. For the acquisitions in 2022, the values assigned to the customer and referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 12.2 years. For non-compete agreements, the weighted-average amortization period is 5.0 years. The values assigned to tradenames are tested annually for impairment.

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