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Acquisitions of Businesses (Tables) | 12 Months Ended
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Dec. 31, 2024
Acquisitions of Businesses [Abstract] |
Clinic Acquisition | 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.
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 |
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”).
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 |
Purchase Price Allocation | 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 |
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 |
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 |
Pro Forma Information | 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 |
Assets and Liabilities of VIEs, Excluding Intercompany Balances | 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 |

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