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Acquisitions of Businesses (Tables)

12 Months Ended

Dec. 31, 2025

Acquisitions of Businesses [Abstract]

During 2025, 2024 and 2023, the Company acquired a majority interest in the following businesses:

2025 Acquisitions

		% Interest		Number of
Acquisition	Date	Acquired		Clinics
July 2025 Acquisition	July 31, 2025		60%		3
April 2025 Acquisition	April 30, 2025		40%**		*
February 2025 Acquisition	February 28, 2025		65%		3

*	Home-care business

On April 30, 2025, the Company acquired an outpatient home care practice that provides speech and occupational therapy through its 50% owned subsidiary Metro. After the transaction, the Company’s ownership interest is 40%, the local partners have an ownership interest of 40% and the practice’s preacquisition owners have a 20% ownership interest.

2024 Acquisitions

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 our primary IIP businesses, Briotix Health Limited Partnership, acquired 100% of an IIP business.

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, we concurrently acquired 100% of an IIP business and a 55% equity interest in an ergonomics software business (“October 2023 Acquisition”).

Purchase Price Allocation

The following table provides details on the preliminary purchase price allocation for the 2025 acquisitions described above.

	Physical Therapy
	Operations
	(In thousands)
Cash paid, net of cash acquired	$	15,614
Contingent payments		5,730
Payable	300
Total consideration	$	21,644

Estimated fair value of net tangible assets acquired:
Total current assets	$	918
Total non-current assets		345
Total liabilities		(495	)
Net tangible assets acquired		768
Customer and referral relationships		5,981
Non-compete agreement		310
Tradenames		1,442
Goodwill		21,198
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(8,055	)
	$	21,644

The following table provides details on the purchase price allocations for the acquisitions completed in the twelve months ended December 31, 2024.

	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
Deferred payments		-			1,500			1,500
Contingent payments		2,100			15,571			17,671
Note Payable		-			302			302
Total consideration	$	25,661		$	128,574		$	154,235

Estimated fair value of net tangible assets acquired:
Total current assets	$	1,132		$	9,175		$	10,307
Total non-current assets		563			30,360			30,923
Total liabilities		(463	)		(29,403	)		(29,866	)
Net tangible assets acquired		1,232			10,132			11,364
Customer and referral relationships		6,500			46,554			53,054
Non-compete agreement		210			3,818			4,028
Tradenames		1,400			16,567			17,967
Goodwill		16,319			151,645			167,964
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		-			(100,142	)		(100,142	)
	$	25,661		$	128,574		$	154,235

The purchase price for the 2023 acquisitions has been allocated as follows.

				Physical Therapy
	IIP			Operations			Total
	(In thousands)
Cash paid, net of cash acquired	$	3,955		$	22,627		$	26,582
Seller notes		-			985			985
Contingent payments		-			830			830
Total consideration		-			200			200
	$	3,955		$	24,642		$	28,597

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 agreements		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

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, 2024.

	For the Year Ended
	December 31, 2024		December 31, 2023
	(In thousands)
Net revenue	$	763,954	$	678,743
Net income	$	52,927	$	42,421

Operating results of the VIEs

The table below presents the operating results of the VIEs.

	December 31, 2025			December 31, 2024
	(In thousands)
Net revenue	$	90,579		$	19,138
Operating cost:
Salaries and related costs		53,901			11,903
Rent, supplies, contract labor and other		19,704			3,760
Depreciation and amortization		3,863			1,123
Provision for credit losses		592			188
Total operating cost		78,060			16,974
Gross profit		12,519			2,164
(Gain) on fair value adjustments		(758	)		-
Other expense		14			3
Provision for income taxes		219			-
Net Income	$	13,044		$	2,161

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

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- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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