Acquisitions of Businesses

12 Months Ended

Dec. 31, 2021

Acquisitions of Businesses [Abstract]

3. Acquisitions of Businesses

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

Acquisition	Date	% Interest Acquired		Number of Clinics
December 2021 Acquisition	December 31, 2021	75%		3
November 2021 Acquisition	November 30, 2021	70%		IIPS*
September 2021 Acquisition	September 30, 2021	100%		IIPS*
June 2021 Acquisition	June 30, 2021	65%		8
March 2021 Acquisition	March 31, 2021	70%		6
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
April 2019 Acquisition	April 11, 2019	100%		*

*	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.

On December 31, 2021, the Company acquired a 75% in three-clinic physical therapy practice with the practice founder retaining 25%. The purchase price for the 75% interest was approximately $3.7 million, of which $3.5 million was paid in cash and $0.2 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on December 31, 2023.

On November 30, 2021, the Company acquired an approximate 70% interest in a leading provider of industrial injury prevention services. In each case, the previous owners retained the remaining interest. The purchase price for the approximate 70% equity interest, not inclusive of a $2.0 million contingent payment, was approximately $63.2 million of which $60.7 million was paid in cash and $1.0 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on November 30, 2023. As part of the transaction, the Company also agreed to the potential future purchase of a separate company under the same ownership that provides physical therapy and rehabilitation services to hospitals and other ancillary providers in a distinct market area. The current owners have the right to put this transaction to the Company in approximately five years, with such right having a $3.5 million value at December 31, 2021, as reflected on the Company’s consolidated balance sheet in Other long-term liabilities. The value of this right will be adjusted in future periods, as appropriate, with any change in value reflected in the Company’s consolidated statement of income. The Company does not currently possess more than 50% of the controlling interests in this separate company, does not control this company through contract or governance rights and currently does not exercise significant influence over this separate company. Due to the aforementioned reasons, and based on current accounting guidance, the Company did not consolidate the separate company through the variable interest or voting interest model.

On September 30, 2021, the Company acquired a company that specializes in return-to-work and ergonomic services, among other offerings. The Company acquired the company’s assets at a purchase price of approximately $3.3 million (which includes the obligation to pay an amount up to $0.6 million in contingent payment consideration in conjunction with the acquisition if specified future operational objectives are met), and contributed those assets to Briotix Health. The initial purchase price, not inclusive of the $0.6 million contingent payment, was approximately $2.7 million, of which $2.4 million was paid in cash, and $0.3 million is in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on September 30, 2023.

On June 30, 2021, the Company acquired a 65% interest in an eight-clinic physical therapy with the previous owners retaining 35%. The purchase price was approximately $10.3 million, of which $9.0 million was paid in cash, $1.0 million is payable based on the achievement of certain business criteria and $0.3 million is in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on June 30, 2023. Additionally, the Company has an obligation to pay an additional amount up to $0.8 million in contingent payment consideration in conjunction with the acquisition if specified future operational objectives are met. The Company recorded acquisition-date fair value of this contingent liability based on the likelihood of the contingent earn-out payment. The earn-out payment will subsequently be remeasured to fair value each reporting date.

On March 31, 2021, the Company acquired a 70% interest in a five-clinic physical therapy practice with the previous owners retaining 30%. When acquired, the practice was developing a sixth clinic which has been completed. The purchase price for the 70% interest was approximately $12.0 million, of which $11.7 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 3.25% per annum and the principal and interest is payable on March 31, 2023.

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

On November 30, 2020, the Company acquired a 75% interest in a three-clinic physical therapy practice with the previous owners retaining 25%. The purchase price for the 75% interest was $8.9 million (net of cash acquired), of which $8.6 million was paid in cash and $0.3 million in the form of a note payable that is payable in two principal installments totaling $162,500 each. The first principal payment plus accrued interest was paid in November 2021 with the second installment to be paid in November 2022 totaling $162,500. The note accrues interest at 3.25% per annum.

On September 30, 2020, the Company acquired a 70% interest in an entity which holds six-management contracts that have been in place for a number of years. The purchase price for the 70% interest was approximately $4.2 million, of which $3.7 million was paid in cash and $0.5 million in the form of two notes payable. One of the notes payable of $0.3 million was paid in November 2020. The remaining note payable of $0.2 million was paid on September 30, 2021.

On February 27, 2020, the Company acquired interests in a four-clinic physical therapy practice. The four clinics are in four separate partnerships. The Company’s interests in the four partnerships range from 10.0% to 83.8%, with an overall 65.0% based on the initial purchase transaction. The aggregate purchase price was $11.9 million, of which $11.6 million was paid in cash and $0.3 million in the form of a note payable. The note accrues interest at 4.75% per annum and the principal and interest was paid on February 2022.

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

On September 30, 2019, the Company acquired a 67% interest in an eleven-clinic physical therapy practice. The purchase price for the 67% interest was $12.4 million ($12.6 million less cash acquired of $0.2 million), of which $12.3 million was paid in cash and $0.3 million in a seller note payable in two principal installments totaling $150,000 each, plus accrued interest. A payment of $150,000 plus accrued interest was paid in September 2020 and a second payment of $150,000 was paid in September 2021. The note accrues interest at 5.0% per annum.

On April 11, 2019, the Company acquired a company that is a provider of industrial injury prevention services. The acquired company specializes in delivering injury prevention and care, post offer employment testing, functional capacity evaluations and return-to-work services. It performs these services across a network of 45 states including onsite at eleven client locations. The acquired business was then combined with Briotix Health, the Company’s industrial injury prevention services operation, increasing the Company’s ownership position in the Briotix Health partnership to approximately 76.0%. The purchase price for the acquired company was $22.9 million ($23.6 million less cash acquired of $0.7 million), which consisted of $18.9 million in cash, (of which $0.5 million will be paid to certain shareholders), and a $4.0 million seller note. The note accrues interest at 5.5% and the principal and accrued interest was paid on April 9, 2021.

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 Company intends to continue to pursue additional acquisition opportunities, develop new clinics and open satellite clinics.

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

The finalized purchase prices plus the fair value of the non-controlling interests for the acquisitions in 2020 and 2019 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. For some of the acquisitions in 2021, 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 December 31, 2021 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. The Company does not expect the adjustments to be material.

For the acquisitions in 2021, the values assigned to the customer and referral relationships and non-compete agreements are being amortized to expense equally over the respective estimated lives. For customer and referral relationships, the weighted-average amortization period is 13.8 years. For non-compete agreements, the weighted-average amortization period is 5.6 years. The values assigned to tradenames are tested annually for impairment.

For the acquisitions in 2020 and 2019, 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 weighted average amortization period was 10.54 and 10.10 years at December 31, 2020 and December 31, 2019, respectively. For non-compete agreements, the weighted average amortization period was 6.00 years and 5.16 years at December 31, 2020 and December 31, 2019, respectively. Generally, the values assigned to tradenames are tested annually for impairment.

For the 2021, 2020 and 2019 acquisitions, total current assets primarily represent patient 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 2021, 2020 and 2019, have not been included as the results are immaterial individually and in the aggregate.