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ACQUISITIONS OF BUSINESSES | 6 Months Ended
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Jun. 30, 2018
ACQUISITIONS OF BUSINESSES [Abstract] |
ACQUISITIONS OF BUSINESSES |
2. | ACQUISITIONS OF BUSINESSES
On February 28, 2018, the Company purchased the assets and business of two physical therapy clinics, for an aggregate purchase price of $760,000 in cash and $150,000 in seller note that is payable, plus accrued interest, on August 31, 2019. On April 30, 2018, the Company purchased a 65% interest in the assets and business of an industrial injury prevention services company, for an aggregate purchase price of $8.6 million in cash and $400,000 in seller note that is payable, plus accrued interest, on April 30, 2019. An initial industrial injury prevention business was acquired in March 2017 and, on April 30, 2018, the Company made a second acquisition with the two businesses then combined. After the combination, the Company owns a 59.45% interest in the combined business. The purchase price for these acquisitions has been preliminarily allocated as follows (in thousands):
Cash paid, net of cash acquired |  | $ | 9,118 |
Seller notes |  |  | 550 |
Total consideration |  | $ | 9,668 |
Estimated fair value of net tangible assets acquired: |  |  |  |
Total current assets |  | $ | 1,232 |
Total non-current assets |  |  | 17 |
Total liabilities |  |  | (74 | )
Net tangible assets acquired |  | $ | 1,175 |
Referral relationships |  |  | 1,121 |
Non-compete |  |  | 226 |
Tradename |  |  | 1,475 |
Goodwill |  |  | 10,534 |
Fair value of non-controlling interest (classified as redeemable non-controlling interests) |  |  | (4,863 | )
|  | $ | 9,668 |
On January 1, 2017, the Company acquired a 70% interest in a seventeen-clinic physical therapy practice. The purchase price for the 70% interest was $10.7 million in cash and $0.5 million in a seller note that was payable in two principal installments totaling $250,000 each, plus accrued interest. The first installment was paid in January 2018 and the second installment is due in January 2019. On May 31, 2017, the Company acquired a 70% interest in a four-clinic physical therapy practice. The purchase price for the 70% interest was $2.3 million in cash and $250,000 in a seller note that is payable in two principal installments totaling $125,000 each, plus accrued interest. The first installment was paid in May 2018 and the second installment is due in May 2019. On June 30, 2017, the Company acquired a 60% interest in a nine-clinic physical therapy practice. The purchase price for the 60% interest was $15.8 million in cash and $0.5 million in a seller note that is payable in two principal installments totaling $250,000 each, plus accrued interest. The first installment was paid in June 2018 and the second installment is due in June 2019. On October 31, 2017, the Company acquired a 70% interest in a nine-clinic physical therapy practice and two physical therapy management contracts with third party providers. The purchase price for the 70% interest was $4.0 million in cash and $0.5 million in a seller note that is payable in two principal installments totaling $250,000 each, plus accrued interest, in October 2018 and 2019. In addition to the above, as previously mentioned in March 2017, the Company acquired a 55% interest in a company which is a leading provider of industrial injury prevention services. The purchase price for the 55% interest was $6.2 million in cash and $0.4 million in a seller note that is payable, principal plus accrued interest, in September 2018. Also, in 2017, the Company purchased the assets and business of two physical therapy clinics in separate transactions. One clinic was consolidated with an existing clinic and the other operates as a satellite clinic of one of the existing partnerships. The results of operations of the acquired clinics have been included in the Company’s consolidated financial statements since the date of their respective acquisition. The purchase price for the 2017 acquisitions has been preliminarily allocated as follows (in thousands):
Cash paid, net of cash acquired |  | $ | 36,682 |
Seller notes |  |  | 2,150 |
Total consideration |  | $ | 38,832 |
Estimated fair value of net tangible assets acquired: |  |  |  |
Total current assets |  | $ | 5,850 |
Total non-current assets |  |  | 1,434 |
Total liabilities |  |  | (2,922 | )
Net tangible assets acquired |  | $ | 4,362 |
Referral relationships |  |  | 4,612 |
Non-compete |  |  | 736 |
Tradename |  |  | 6,228 |
Goodwill |  |  | 47,059 |
Fair value of non-controlling interest (classified as redeemable non-controlling interests) |  |  | (13,883 | )
Fair value of non-controlling interest (originally classified as mandatorily redeemable non-controlling interests) |  |  | (10,282 | )
|  | $ | 38,832 |
The purchase prices plus the fair value of the non-controlling interests for the acquisitions in first and second quarter of 2017 were allocated to the fair value of the assets acquired, inclusive of identifiable intangible assets, i.e. trade names, referral relationships and non-compete agreements, and liabilities assumed based on the fair values at the acquisition date, with the amount exceeding the fair values being recorded as goodwill are finalized. For the acquisitions occurring on or after July 1, 2017, the Company is in the process of completing its formal valuation analysis to identify and determine the fair value of tangible and identifiable intangible assets acquired and the liabilities assumed. Thus, the final allocation of the purchase price may differ from the preliminary estimates used at June 30, 2018 based on additional information obtained and completion of the valuation of the identifiable intangible assets. Changes in the estimated valuation of the tangible assets acquired, the completion of the valuation of identifiable intangible assets 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. For the acquisitions in 2017 and 2018, the values assigned to the referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For referral relationships, the range of the estimated lives was 7½ to 11 years, and for non-compete agreements the estimated lives were five to six years. Generally, the values assigned to tradenames are tested annually for impairment. For the 2017 and 2018 acquisitions, total current assets primarily represent accounts receivable. 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 acquisitions in 2018, and 2017 acquisitions have not been included as the results, individually and in the aggregate, were not material to current operations.

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