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Acquisitions and Divestiture

12 Months Ended

Dec. 31, 2012

Acquisitions and Divestiture [Abstract]

3. Acquisitions and Divestiture

Acquisition of Businesses

During 2012, 2011 and 2010, the Company completed the following multi-clinic acquisitions of physical therapy practices:


Acquisition	Date	% Interest Acquired	Number of Clinics

	2012
May 2012 Acquisition	May 22	70%	7

	2011
July 2011 Acquisition	July 25	51%	20

	2010
February 2010 Acquisition	February 26	70%	5
December 21, 2010 Acquisition	December 21	70%	6
December 31, 2010 Acquisition	December 31	65%	14

In addition to the 7 clinics in the May 2012 Acquisition, in 2012, the Company acquired 7 clinic practices in 7 separate transactions. Two of the clinic practices operate in two new partnerships and the remaining 5 operate as satellites of existing partnerships. In 2010, the Company acquired two clinic practices in separate transactions. Both practices were consolidated into existing Company clinics.

The purchase price for the 70% interest in the May 2012 Acquisition was $6,090,000 in cash and $250,000 in seller notes, that are payable in two principal installments totaling $125,000 each, plus any accrued interest, in May 2013 and 2014. The seller notes accrue interest at 3.25% per annum. For the Company, 70% of the goodwill for the May 2012 Acquisition is tax deductible.

In addition to the above multi-clinic acquisitions, in 2012, the Company, through its subsidiaries, purchased 7 outpatient therapy practices in 7 transactions for aggregate cash consideration of $1,938,000 and, in one transaction, a $100,000 note payable. The purchase prices were allocated $43,000 to current assets, $213,000 to non-current assets, $25,000 to non competition agreements, $57,000 to referral relationships and $1,883,000 to goodwill.

The purchase prices for the acquisitions in 2012 have been preliminarily allocated as follows (in thousands):


Cash paid, net of cash acquired..	$	7,929
Seller notes		350

Total consideration	$	8,279

Estimated fair value of net tangible assets acquired:
Total current assets	$	363
Total non-current assets		478
Total liabilities		(290	)

Net tangible assets acquired	$	551
Referral relationships		57
Non compete		25
Goodwill		10,538
Fair value of noncontrolling interest		(2,892	)

	$	8,279

The purchase price plus the fair value of the noncontrolling interest for the 2012 acquisitions was allocated to the fair value of the assets acquired and liabilities assumed based on the preliminary estimates of the fair values at the acquisition date, with the amount exceeding the estimated fair values being recorded as goodwill. The Company is in the process of completing its formal valuation analysis to identify and determine the fair value of tangible and 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, 2012 based on additional information obtained. Changes in the estimated valuation of the tangible and intangible assets acquired 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 purchase price for the 51% interest in the July 2011 Acquisition was $8,426,000, which consisted of $8,226,000 in cash and a $200,000 seller note, that is payable in two principal installments totaling $100,000 each, plus any accrued interest, in July 2012 and 2013. The seller note accrues interest at 3.25% per annum. For the Company 51% of the goodwill for the July 2011 Acquisition is tax deductible.

The purchase price was allocated as follows (in thousands):


Cash paid, net of cash acquired..	$	7,930
Seller notes		200

Total consideration	$	8,130

Estimated fair value of net tangible assets acquired:
Total current assets	$	1,341
Total non-current assets		902
Total liabilities		(581	)

Net tangible assets acquired	$	1,662
Tradename		1,900
Referral relationships		1,100
Non compete		300
Goodwill		11,263
Fair value of noncontrolling interest		(8,095	)

	$	8,130

For the July 2011 Acquisition, the purchase price was allocated to the fair value of the assets acquired including tradename, non compete agreements and referral relationships, and to the liabilities assumed based on estimates of the fair values at the acquisition date, with the amount exceeding the fair value being recorded as goodwill. The values assigned to the referral relationships and non compete agreements are being amortized to expense equally over the respective estimated life of 13 years and six years, respectively. The values assigned to goodwill and tradenames are tested annually for impairment. Approximately $5.8 million of the goodwill is tax deductible.

In April 2012, the Company sold 1% of its interest in the July 2011 Acquisition to the limited partners. The Company now owns a 50% interest in the July 2011 Acquisition, 1% as a general partner and 49% as a limited partner.

The purchase price for the 70% interest acquired in the February 2010 Acquisition was $8.9 million, net of cash acquired, which consisted of $8,718,000 in cash and $200,000 in seller notes. The purchase price for the 70% interest acquired in the December 21, 2010 Acquisition was $4.0 million, net of cash acquired, which consisted of $3,877,000 in cash and $100,000 in a seller note. The purchase price for the 65% interest acquired in the December 31, 2010 Acquisition was $4.5 million, net of cash acquired, which consisted of $4,347,000 in cash and $200,000 in a seller note.

The purchase prices allocated for the 2010 multi-clinic acquisitions in aggregate were as follows (in thousands):


Cash paid, net of cash acquired..	$	16,942
Seller notes		500

Total consideration	$	17,442

Estimated fair value of net tangible assets acquired:
Total current assets	$	1,765
Total non-current assets		1,308
Total liabilities		(851	)

Net tangible assets acquired		2,222
Referral relationships		1,700
Non compete		480
Tradename		2,700
Goodwill		18,471
Fair value of noncontrolling interest		(8,131	)

	$	17,442

In addition to the above multi-clinic acquisitions in 2010, on March 1, 2010, a subsidiary of the Company purchased an outpatient therapy practice for $100,000, which consisted of $75,000 of cash and a payable of $25,000. The purchase price was allocated $30,000 to non-current assets and $70,000 to goodwill. Effective July 1, 2010, a subsidiary of the Company purchased an outpatient therapy practice for $100,000, which consisted of $50,000 cash and a payable of $50,000. The purchase price was allocated $30,000 to non-current assets, $20,000 to non competition agreements and $50,000 to goodwill. Both practices were consolidated into existing Company clinics.

For the 2010 multi-clinic acquisitions, the purchase price was allocated to the fair value of the assets acquired including tradenames, non competition agreements and referral relationships, and to the liabilities assumed based on the estimates of the fair values at the acquisition date, with the amount exceeding the estimated fair values being recorded as goodwill. For the Company, its portion of the goodwill is tax deductible. For the 2010 acquisitions, the value assigned to (i) referral relationships is amortized to expense equally over the respective estimated original life which is 12 years for these acquisitions, (ii) non compete agreements are amortized over five to six years and (iii) goodwill and tradenames are tested at least annually for impairment.

For the 2012, 2011 and 2010 acquisitions, total current assets primarily represent patient accounts receivable of $3.5 million. Total non current assets are fixed assets, primarily equipment, used in the practices.

The consideration paid for each of the acquisitions was derived through arm’s length negotiations. Funding for the cash portions was derived from proceeds from the Company’s revolving credit facility. The results of operations of the acquisitions have been included in the Company’s consolidated financial statements since their respective date of acquisition. Unaudited proforma consolidated financial information for the 2012, 2011 and 2010 acquisitions have not been included as the results, individually and in the aggregate, were not material to current operations.

In November 2011, the Company and the seller of the February 2010 Acquisition reached an agreement regarding an adjustment to purchase price as disclosed above. The Company received $1.5 million cash, the forgiveness of the balance of $0.1 million on the notes payable as well as the 30% partnership interest originally held by the seller which had a book value of $3.8 million.

Acquisitions of Noncontrolling Interests

In 15 separate transactions during 2012, the Company purchased partnership interests in 15 partnerships. The interests in the partnerships purchased ranged from 10% to 35%. The aggregate of the purchase prices paid was $2.2 million, which included $0.2 million of undistributed earnings. The remaining purchase price of $2.0 million, less future tax benefits of $0.8 million, was recognized as an adjustment to additional paid-in capital. During 2012, the Company sold interests in the range of 0.64% to 1% in three partnerships for an aggregate price of $239,000. This amount less related undistributed earnings of $5,000 was credited to additional paid-in capital.

In six separate transactions during 2011, the Company purchased a total of 22.2% of the 30% non-controlling interest in STAR Physical Therapy, LP, a subsidiary of the Company (“STAR”). The aggregate purchase price paid for the 22.2% interest was $16.9 million, which included $0.8 million of undistributed earnings. The remaining purchase price of $16.1 million, less future tax benefits of $6.3 million, was recognized as an adjustment to additional paid-in capital. After these transactions, the Company owned 92.2% and the non-controlling interest limited partners in aggregate owned the remaining 7.8% in the partnership. Of the 22.2% aggregate non-controlling interests purchased, 17% was held by Regg Swanson, the Managing Director and a founder of STAR and a member of the Company’s Board of Directors (“Swanson”). The purchase prices were determined based on the contractual terms in the Reorganization of Securities Purchase Agreement dated as of September 6, 2007 among the Company, STAR, the limited partners of STAR and Regg Swanson as Seller Representative and in his individual capacity, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2007. After the sale of his 17.0% interest, Swanson owned 2.0% of STAR (“Swanson Interest”).

Effective June 30, 2011, the Company purchased the 35% non-controlling interest in one of its Texas partnerships. The aggregate purchase price for the 35% interest was $3.9 million, of which $3.5 million was paid in cash and $367,272 was paid in the form of a note to the seller, which is payable in two equal annual installments of principal plus any accrued and unpaid interest. Interest accrues at 3.25% per annum. The purchase price included $0.2 million of undistributed earnings and $0.2 million in invested capital. The remaining purchase price of $3.5 million, less future tax benefits of $1.4 million, was recognized as an adjustment to additional paid-in capital. After this transaction, the Company owns 100% of the partnership.

In addition, during 2011, the Company purchased the non-controlling interests of several other partners for $142,000, which included $48,000 of undistributed earnings and sold additional interest to an existing partner for $58,000. The net purchase price of approximately $36,000, less future tax benefits of $23,000, was recognized as an adjustment to additional paid-in capital.

During 2010, the Company purchased noncontrolling interests in nine partnerships for an aggregate purchase price of $682,000. The amount paid plus a net deficit of $37,000 in limited partners’ equity, less tax benefits of $217,000, was recognized as an adjustment to additional paid-in capital.

The results of operations of the acquired noncontrolling interests are included in the accompanying financial statements from the dates of purchase in the net income attributable to common shareholders.

Divestiture of Business

On March 31, 2010, the Company sold its 51% interest in a joint venture of five Texas clinics for $974,000. The Company recorded a pre-tax gain of $578,000, which is included in other income in the Consolidated Statement of Net Income.

The operating results of these locations were not material to the operations of the Company, and therefore, the operating results of these clinics were not reclassified and reported as discontinued operations. The cash flow impact of these clinics was determined to be immaterial to the Consolidated Statements of Cash Flows.