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Acquisitions of Businesses (Tables)

12 Months Ended

Dec. 31, 2020

Acquisitions of Businesses [Abstract]

Clinic Acquisition

During 2020, 2019 and 2018, the Company acquired a majority interest in the following physical therapy practices:

Acquisition		Date		% Interest Acquired		Number of Clinics
November 2020 Acquisition		November 30, 2020		75%		3
September 2020 Acquisition		September 30, 2020		70%		*
February 2020 Acquisition		February 27, 2020		65%	**	4
September 2019 Acquisition		September 30, 2019		67%		11
August 2018 Acquisition		August 31, 2018		70%		4

*    The business includes six management and services contracts which had a remaining term of approximately five years as of the date acquired.

**   The four clinics are in four separate partnerships.  The Company's interest in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction.

Preliminary Purchase Prices Allocation

The purchase price for the 2020 physical therapy operations acquisitions has been preliminarily allocated as follows (in thousands):

Cash paid, net of cash acquired ($500)		$	23,907
Seller note			1,121
Total consideration		$	25,028
Estimated fair value of net tangible assets acquired:
Total current assets		$	1,271
Total non-current assets			134
Total liabilities			(555	)
Net tangible assets acquired		$	850
Referral relationships			3,597
Non-compete			1,012
Tradename			2,326
Goodwill			28,540
Fair value of non-controlling interest (classified as redeemable non-controlling interests)			(11,297	)
		$	25,028

The purchase price for the 2019 acquisitions were allocated as follows (in thousands):

		IIPS*				Physical Therapy Operations				Total
Cash paid, net of cash acquired ($890)		$	18,428			$	12,170			$	30,598
Payable to shareholders of seller			485				-				485
Seller note			4,000				300				4,300
Total consideration		$	22,913			$	12,470			$	35,383
Estimated fair value of net tangible assets acquired:
Total current assets		$	1,641			$	650			$	2,291
Total non-current assets			848				394				1,242
Total liabilities			(2,978	)			(191	)			(3,169	)
Net tangible assets acquired		$	(489	)		$	853			$	364
Referral relationships			3,400				2,600				6,000
Non-compete			250				270				520
Tradename			1,300				740				2,040
Goodwill			18,452				14,237				32,689
Fair value of non-controlling interest (classified as redeemable non-controlling interests)			-				(6,230	)			(6,230	)
		$	22,913			$	12,470			$	35,383

* Industrial injury prevention services

The purchase price for the 2018 acquisitions were allocated as follows (in thousands):

Cash paid, net of cash acquired ($372)		$	16,367
Seller note			950
Total consideration		$	17,317
Estimated fair value of net tangible assets acquired:
Total current assets		$	1,633
Total non-current assets			305
Total liabilities			(525	)
Net tangible assets acquired		$	1,413
Referral relationships			2,926
Non-compete			298
Tradename			990
Goodwill			19,835
Fair value of non-controlling interest (classified as redeemable non-controlling interests)			(8,145	)
		$	17,317

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Tabular disclosure of finite-lived and indefinite-lived intangible assets acquired as part of a business combination.

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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