Acquisitions of Businesses (Tables)

12 Months Ended

Dec. 31, 2022

During 2022, 2021 and 2020, the Company acquired a majority interest in the following businesses:

*	Industrial injury prevention services business

**	The business includes six management 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 2022 acquisitions has been preliminarily allocated as follows (in thousands):

	Physical Therapy
	Operations
Cash paid, net of cash acquired	$	59,788
Seller notes		1,574
Contingent payments		8,400
Total consideration	$	69,762
Estimated fair value of net tangible assets acquired:
Total current assets	$	1,500
Total non-current assets		7,985
Total liabilities		(9,951	)
Net tangible assets acquired		(466	)
Customer and referral relationships		18,955
Non-compete agreements		983
Tradenames		4,417
Goodwill		72,674
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(26,801	)
	$	69,762

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

				Physical Therapy
	IIP*			Operations			Total
Cash paid, net of cash acquired	$	63,193		$	23,544		$	86,737
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		$	26,181		$	96,666

Estimated fair value of net tangible assets acquired:
Total current assets	$	5,588		$	1,885		$	7,473
Total non-current assets		12,620			7,014			19,634
Total liabilities		(4,842	)		(8,399	)		(13,241	)
Net tangible assets acquired	$	13,366		$	500		$	13,866
Customer and referral relationships		21,127			7,969			29,096
Non-compete agreements		500			415			915
Tradenames		5,141			2,144			7,285
Goodwill		58,257			27,109			85,366
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(27,906	)		(11,956	)		(39,862	)
	$	70,485		$	26,181		$	96,666

*Industrial injury prevention services business

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

	Physical Therapy Operations
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