Exhibit 99.2

U. S. Physical Therapy, Inc.

Pro Forma Combined Financial Information (Unaudited)

The accompanying unaudited pro forma combined financial statements present the historical financial information of the U. S. Physical Therapy, Inc. and subsidiaries (the “Company” or “USPT”) as adjusted for the acquisition of ARC Rehabilitation Services, LLC and Athletic & Rehabilitation Center LLC (together hereinafter referred to as “ARC”).

The Company entered into a Reorganization and Purchase Agreement (the “Purchase Agreement”) with ARC, Matthew J. Condon, Kevin O’Rourke (collectively referred to as “Sellers”). Prior to, and in connection with, the transaction contemplated by the Purchase Agreement, the Sellers and Purchaser, formed or caused to be formed ARC Physical Therapy Plus, Limited Partnership, a Texas limited partnership (“ARC PT”) and ARC PT Management GP, LLC, a Texas limited liability company (“ARC GP”). ARC GP, which owns a 1% interest in ARC PT, is the sole general partner of ARC PT. ARC PT owns and operates 11 outpatient physical and occupational therapy clinics and has three on site industrial client locations it serves. As a result of the transaction contemplated by the Purchase Agreement, U. S. Physical Therapy, LTD (“USPT”), a subsidiary of the Company, will own 89% of the limited partnership interests of ARC PT and 100% general partnership interest in ARC GP (the “Acquired Interests”).

The Company paid an aggregate of $35,955,000 for the Acquired Interests, including (i) $35,455,000 in cash and (ii) a promissory note in the amount of $500,000. The cash consideration was funded from the Company’s cash reserves and funds drawn on the Company’s credit agreement.

The accompanying pro forma combined balance sheets and statements of income for the nine months ended September 30, 2013 and the year ended December 31, 2012 combines the historical information of the Company for the nine months ended September 30, 2013 and year ended December 31, 2012 with the historical information of ARC for the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively, as if the acquisition had occurred on January 1, 2012.

The pro forma combined financial statements have been prepared by management, based on the historical financial statements of the Company and ARC. These pro forma combined financial statements may not be indicative of the results that actually would have occurred if the ARC Acquisition had been in effect on the dates indicated or of the results that may be obtained in the future. The pro forma combined financial statements should be read in conjunction with the historical financial statements of the Company for the nine months ended September 30, 2013 and the year ended December 31, 2012 and with the historical financial statements of ARC for the year ended December 31, 2012, which are included as Exhibit 99.1 in this filing.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

COMBINED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2013

(IN THOUSANDS, EXCEPT SHARE DATA)

(unaudited)

	USPT (1)			ARC (2)		Adjustments Debit (Credit)			Proforma Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	12,123		$	3,281	$	(284	) (3)	$	15,120
Patient accounts receivable, net		27,289			1,564		—			28,853
Accounts receivable, net		1,263			—		—			1,263
Other current assets		4,482			154		—			4,636
Total current assets		45,157			4,999		(284	)		49,872
Fixed assets:
Fixed assets at cost		59,666			1,198		(373	) (4)		60,491
Less accumulated depreciation and amortization		46,150			862		645	(4)		46,367
		13,516			336		272	(4)		14,124
Goodwill		105,234			—		25,645	(5)		130,879
Other intangible assets, net		14,672			—		6,885	(6)		21,557
Other assets		1,078			60		—			1,138
	$	179,657		$	5,395	$	32,518		$	217,570
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable—trade	$	1,301		$	19	$	—		$	1,320
Accrued expenses		14,779			566		—			15,345
Current portion of notes payable		575			—		(250	) (7)		825
Total current liabilities		16,655			585		(250	)		17,490
Notes payable		400			—		—			400
Revolving line of credit		14,150			—		(33,155	) (8)		47,305
Deferred rent		1,015			95		—			1,110
Other long-term liabilities		728			—		—			728
Total liabilities		32,948			680		(33,405	)		67,033
Commitments and contingencies
Shareholders’ equity:
U. S. Physical Therapy, Inc. shareholders’ equity:
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding		—			—		—			—
Common stock, $.01 par value, 20,000,000 shares authorized, 14,321,557 shares issued/members’ equity		143			4,715		4,715	(9)		143
Additional paid-in capital		39,225			—		—			39,225
Retained earnings		116,555			—		(3,395	) (10)		119,950
Treasury stock at cost, 2,214,737 shares		(31,628	)		—		—			(31,628	)
Total U. S. Physical Therapy, Inc. shareholders’ equity		124,295			4,715		1,320			127,690
Non-controlling interests		22,414			—		(433	) (11)		22,847
Total equity		146,709			4,715		887			150,537
	$	179,657		$	5,395	$	(32,518	)	$	217,570

See notes to combined condensed pro forma consolidated balance sheets.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

COMBINED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2012

(IN THOUSANDS, EXCEPT SHARE DATA)

	USPT (12)			ARC (13)		Adjustments (14)			Adjustments Debit (Credit)			Proforma Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	11,671		$	3,615	$	—		$	—		$	15,286
Patient accounts receivable, net		25,973			2,014		—			—			27,987
Accounts receivable, net		1,703			—		—			—			1,703
Other current assets		5,975			85		—			—			6,060
Total current assets		45,322			5,714		—			—			51,036
Fixed assets:
Fixed assets at cost		57,174			2,141		(803	)		(513	) (15)		57,999
Less accumulated depreciation and amortization		44,158			860		(47	)		689	(15)		44,282
		13,016			1,281		(756	)		176	(15)		13,717
Goodwill		100,188			—		—			25,645	(5)		125,833
Other intangible assets, net		12,146			—		—			7,119	(6)		19,265
Other assets		1,042			—		—			—			1,042
	$	171,714		$	6,995	$	(756	)	$	32,940		$	210,893
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable—trade	$	1,732		$	221	$	—		$	—		$	1,953
Accrued expenses		14,116			652		—			—			14,768
Current portion of notes payable		459			45		(45	)		(250	) (16)		709
Total current liabilities		16,307			918		(45	)		(250	)		17,430
Notes payable		175			506		(506	)		(250	) (16)		425
Revolving line of credit		17,400			—		—			(35,455	) (17)		52,855
Deferred rent		894			95		—			—			989
Other long-term liabilities		2,279			—		—			—			2,279
Total liabilities		37,055			1,519		(551	)		(35,955	)		73,978
Commitments and contingencies
Shareholders’ equity:
U. S. Physical Therapy, Inc. shareholders’ equity:
Preferred stock, $.01 par value, 500,000 shares authorized, no shares issued and outstanding		—			—		—			—			—
Common stock, $.01 par value, 20,000,000 shares authorized, 14,321,557 shares issued/members equity		141			5,271		—			5,271	(9)		141
Additional paid-in capital		37,489			—		—			—			37,489
Retained earnings		111,321			—		—			(1,961	) (18)		113,282
Treasury stock at cost, 2,214,737 shares		(31,628	)		—		—			—			(31,628	)
Total U. S. Physical Therapy, Inc. shareholders’ equity		117,323			5,271		—			3,310			119,284
Non-controlling interests		17,336			205		(205	)		(295	) (19)		17,631
Total equity		134,659			5,476		(205	)		3,015			136,915
	$	171,714		$	6,995	$	(756	)	$	(32,940	)	$	210,893

See notes to combined condensed pro forma consolidated balance sheets.

Notes to Unaudited Combined Condensed Pro Forma Consolidated Balance Sheets

1. Based on the historical financial statements of the Company filed with the SEC on November 7, 2013 in its Form 10Q for the quarterly period ended September 30, 2013 (“September 2013 Form 10Q”).

2. Based on the internal financial statements of ARC Investment Services, LLC for the nine months ended September 30, 2013. Elimination entries for the portion of the business not acquired in the ARC Acquisition is immaterial. The amounts in this column reflect the assets and liabilities of the business included in the ARC Acquisition.

3. Represents payment on notes payable due January 1, 2013 if the ARC Acquisition occurred on January 1, 2012 of $250,000 and cash adjustment for activity of $34,000.

4. To remove cost and accumulated depreciation on ARC and step up basis to $825,000. Also, includes estimated accumulated amortization through September 30, 2013 of $217,000.

5. To reflect Goodwill related to ARC Acquisition if the transaction occurred as of January 1, 2012.

6. To reflect estimated fair value of the identifiable intangible assets of $7,431,000 less accumulated amortization of $546,000 as of September 30, 2013 and $312,000 as of December 31, 2012.

7. To reflect remaining balance of notes payable in the original amount of $500,000 less payment as if the ARC Acquisition occurred on January 1, 2012.

8. To reflect funds drawn on the Company’s credit agreement of $35,455,000 less cash paid down of $2,300,000 based on proforma results.

9. To eliminate ARC members’ equity.

10. To reflect proforma earnings through September 30, 2013 as if the ARC Acquisition had occurred on January 1, 2012.

11. To reflect non-controlling interests through September 30, 2013 as if the ARC Acquisition had occurred on January 1, 2012.

12. Based on the historical financial statements of the Company filed with the SEC on March 12, 2013 in the Form 10K for the year ended December 31, 2012.

13. Based on the audited financial statements of ARC Investment Services, LLC for the year ended December 31, 2012 (“ARC 2012 Audited Financials”).

14. To eliminate the portion of the business included in the ARC 2012 Audited Financials not included as part of the ARC Acquisition.

15. To remove cost and accumulated depreciation on ARC and step up basis to $825,000. Also, includes estimated of accumulated amortization through September 30, 2013 of $124,000.

16. To reflect notes payable incurred by the Company in ARC Acquisition.

17. To reflect funds drawn on the Company’s credit agreement to fund ARC Acquisition.

18. To reflect proforma earnings through December 31, 2012 as if the ARC Acquisition had occurred on January 1, 2012.

19. To reflect non-controlling interests through December 31, 2012 as if the ARC Acquisition had occurred on January 1, 2012.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

COMBINED CONDENSED PRO FORMA STATEMENT OF NET INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(unaudited)

	USPT (1)			ARC (2)		Adjustments Debit (Credit)			Proforma Consolidated
Net patient revenues	$	191,027		$	8,616	$	(129	) (3)	$	199,772
Other revenues		4,426			—		—			4,426
Net revenues		195,453			8,616		(129	)		204,198
Clinic operating costs:
Salaries and related costs		105,318			3,787		—			109,105
Rent, clinic supplies, contract labor and other		38,161			1,425		196	(4)		39,782
Provision for doubtful accounts		3,390			—		129	(3)		3,519
Closure costs		21			—		—			21
Total clinic operating costs		146,890			5,212		325			152,427
Gross margin		48,563			3,404		(196	)		51,771
Corporate office costs		19,165			—		120	(5)		19,285
Operating income from continuing operations		29,398			3,404		(316	)		32,486
Interest and other income, net		5			—		—			5
Interest expense		(398	)		—		560	(6)		(958	)
Income before taxes from continuing operations		29,005			3,404		(876	)		31,533
Provision for income taxes		8,798			—		956	(7)		9,754
Net income from continuing operations including non-controlling interests		20,207			3,404		(1,832	)		21,779
Less: net income attributable to non-controlling interests		(6,618	)		—		(138	) (8)		(6,756	)
Net income attributable to common shareholders from continuing operations	$	13,589		$	3,404	$	(1,970	)	$	15,023
Earnings from continuing operations per share attributable to common shareholders:
Basic	$	1.13							$	1.25
Diluted	$	1.12							$	1.24
Shares used in computation:
Basic		12,050								12,050
Diluted		12,069								12,069

See notes to combined condensed pro forma statements of income.

U. S. PHYSICAL THERAPY, INC. AND SUBSIDIARIES

COMBINED CONDENSED PRO FORMA STATEMENT OF NET INCOME

FOR THE YEAR ENDED DECEMBER 31, 2012

(IN THOUSANDS, EXCEPT PER SHARE DATA)

													Adjustments			Proforma
	USPT (9)			ARC (10)			Adjustments (11)			Adjustments (12)			Debit (Credit)			Consolidated
Net patient revenues	$	244,443		$	11,471		$	(341	)	$	(64	)	$	(171	) (3)	$	255,680
Other revenues		7,645			—			(2,094	)		—			—			5,551
Net revenues		252,088			11,471			(2,435	)		(64	)		(171	)		261,231
Clinic operating costs:
Salaries and related costs		132,824			3,691			(1,220	)		(479	)		1,139	(13)		135,955
Rent, clinic supplies, contract labor and other		51,620			1,649			(1,518	)		(497	)		1,995	(14)		53,249
Provision for doubtful accounts		4,848			—			(24	)		—			171	(3)		4,995
Closure costs		211			—			—			—			—			211
Total clinic operating costs		189,503			5,340			(2,762	)		(976	)		3,305			194,410
Gross margin		62,585			6,131			327			912			(3,134	)		66,821
Corporate office costs		24,782			2,937			(278	)		—			(2,777	) (15)		24,664
Operating income from continuing operations		37,803			3,194			605			912			(357	)		42,157
Interest and other income (expense), net		6			(3	)		—			—			—			3
Interest expense		(557	)		(24	)		—			24			647	(5)		(1,204	)
Income before taxes from continuing operations		37,252			3,167			605			936			(1,004	)		40,956
Provision for income taxes		11,034			—			181			—			1,122	(16)		12,337
Net income from continuing operations including non-controlling interests		26,218			3,167			424			936			(2,126	)		28,619
Less: net income attributable to non-controlling interests		(8,285	)		—			(145	)		—			(295	) (7)		(8,725	)
Net income attributable to common shareholders from continuing operations	$	17,933		$	3,167		$	279		$	936		$	(2,421	)	$	19,894
Earnings from continuing operations per share attributable to common shareholders:
Basic	$	1.52														$	1.69
Diluted	$	1.51														$	1.67
Shares used in computation:
Basic		11,804															11,804
Diluted		11,904															11,904

See notes to combined condensed pro forma statements of income.

Notes to Unaudited Combined Condensed Pro Forma Consolidated Statements of Income

1. Based on the historical financial statements of the Company filed with the SEC on November 7, 2013 in its Form 10Q for the quarterly period ended September 30, 2013 (“September 2013 Form 10Q”).

2. Based on the internal financial statements of ARC Investment Services, LLC for the nine months ended September 30, 2013. Elimination entries for the portion of the business not acquired in the ARC Acquisition is immaterial.

3. To reflect bad debt provision in clinic operating costs.

4. To reflect estimated additional depreciation and amortization based on the step up in basis of the fixed assets and intangible assets to fair market value.

5. To reflect estimated amortization of non-competition agreement.

6. To reflect estimated additional interest expense and amortization of debt costs due to proceeds drawn on the Company’s Credit Agreement to fund this acquisition and due to debt incurred in this acquisition transaction.

7. To reflect estimated additional tax provision due to these proforma adjustments and ARC results.

8. To reflect the non-controlling interest for ARC non-controlling limited partners.

9. Based on the historical financial statements of the Company filed with the SEC on March 12, 2013 in the Form 10K for the year ended December 31, 2012.

10. Based on the audited financial statements of ARC Investment Services, LLC for the year ended December 31, 2012 (“ARC 2012 Audited Financials”).

11. To reflect discontinued operations of USPT. Refer to disclosures in September 2013 Form 10Q.

12. To eliminate the portion of the business included in the ARC 2012 Audited Financials not included as part of the ARC Acquisition.

13. To reflect salaries and related costs in ARC corporate office costs as clinic operating costs.

14. To reflect estimated additional depreciation and amortization of $197,000 based on the step up in basis of the fixed assets and intangibles assets to fair market value and to reflect rent, clinic supplies, contract labor and other in ARC corporate office costs as clinic operating costs.

15. To reflect ARC corporate office costs in clinic operating costs and estimated amortization of non-competition agreements.

16. To reflect estimated additional tax provision due to these proforma and other adjustments and ARC results.