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Acquisitions of Businesses (Tables)

12 Months Ended

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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