Acquisitions of Businesses (Tables)

12 Months Ended

Dec. 31, 2021

During 2021, 2020 and 2019, the Company acquired a majority interest in the following businesses:

*	Industrial injury prevention business

**	The business includes six management and services contracts which have been in place for a number of years. As of the date acquired, the contracts had a remaining term of five years.

***	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.

The purchase price for the 2021 acquisitions has been preliminarily allocated as follows (in thousands):

	IIPS*			Physical Therapy Operations			Total
Cash paid, net of cash acquired	$	63,193		$	23,630		$	86,823
Seller notes		1,250			800			2,050
Contingent payments		2,520			837			3,357
Other payable		-			1,000			1,000
Seller put right		3,522						3,522
Total consideration	$	70,485		$	26,267		$	96,752

Estimated fair value of net tangible assets acquired:
Total current assets	$	5,589		$	1,046		$	6,635
Total non-current assets		12,620			6,462			19,082
Total liabilities		(4,842	)		(6,832	)		(11,674	)
Net tangible assets acquired	$	13,367		$	676		$	14,043
Customer and referral relationships		21,126			3,729			24,855
Non-compete agreements		500			574			1,074
Tradenames		5,141			1,755			6,896
Goodwill		58,257			31,489			89,746
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(27,906	)		(11,956	)		(39,862	)
	$	70,485		$	26,267		$	96,752

*Industrial injury prevention services

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

Cash paid, net of cash acquired	$	23,912
Seller note		1,121
Total consideration	$	25,033

Estimated fair value of net tangible assets acquired:
Total current assets	$	1,049
Total non-current assets		196
Total liabilities		(562	)
Net tangible assets acquired	$	683
Referral relationships		5,520
Non-compete		500
Tradename		1,890
Goodwill		27,738
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(11,298	)
	$	25,033

The purchase price for the 2019 acquisitions was 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 interest)		-			(6,230	)		(6,230	)
	$	22,913		$	12,470		$	35,383

* Industrial injury prevention services