Clinic Acquisition |
During 2023, 2022 and 2021, the Company acquired a majority
interest in the following businesses:
2023 Acquisitions
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% Interest
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Number of
|
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Acquisition
|
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Date
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Acquired
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Clinics
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|
October 2023 Acquisition
|
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October 31, 2023
|
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**
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|
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*
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September 2023 Acquisition1
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September 29, 2023
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70%
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4
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September 2023 Acquisition2
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September 29, 2023
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70%
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1
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July 2023 Acquisition
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July 31, 2023
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70%
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7
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|
May 2023 Acquisition
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May 31, 2023
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45%
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4
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February 2023 Acquisition
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February 28, 2023
|
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80%
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1
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|
** |
On October 31,
2023, the Company concurrently acquired 100% of an IIP business and a 55% equity interest in the ergonomics software business (“October 2023 Acquisition”).
|
2022 Acquisitions
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% Interest
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Number of
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|
Acquisition
|
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Date
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Acquired
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|
|
Clinics
|
|
November 2022 Acquisition
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November 30, 2022
|
|
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80%
|
|
|
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13
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October 2022 Acquisition
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October 31, 2022
|
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60%
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|
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14
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September 2022 Acquisition
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September 30, 2022
|
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80%
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2
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August 2022 Acquisition
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August 31, 2022
|
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70%
|
|
|
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6
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|
March 2022 Acquisition
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March 31, 2022
|
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70%
|
|
|
|
6
|
|
2021 Acquisitions
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|
|
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% Interest
|
|
|
Number of |
|
Acquisition |
|
Date |
|
Acquired |
|
|
Clinics
|
|
December 2021 Acquisition |
|
December 31, 2021 |
|
|
75% |
|
|
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3 |
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November 2021 Acquisition
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November 30, 2021
|
|
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70%
|
|
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*
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September 2021 Acquisition
|
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September 30, 2021
|
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100%
|
|
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*
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June 2021 Acquisition
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June 30, 2021
|
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65%
|
|
|
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8
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March 2021 Acquisition |
|
March 31, 2021 |
|
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70% |
|
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6 |
|
|
Purchase Price Allocation |
The purchase prices for the 2023 acquisitions have been preliminarily allocated as
follows.
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For the Year Ended December 31, 2023
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|
|
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Physical Therapy
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|
|
|
|
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IIP
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Operations
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|
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Total
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(In thousands)
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Cash paid, net of cash acquired
|
|
$
|
3,955
|
|
|
$
|
22,627
|
|
|
$
|
26,582
|
|
Seller note
|
|
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-
|
|
|
|
985
|
|
|
|
985
|
|
Deferred payments
|
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-
|
|
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|
830
|
|
|
|
830
|
|
Contingent payments
|
|
|
-
|
|
|
|
200
|
|
|
|
200
|
|
Total consideration
|
|
$
|
3,955
|
|
|
$
|
24,642
|
|
|
$
|
28,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of net tangible assets acquired:
|
|
|
|
|
|
|
|
|
|
|
|
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Total current assets
|
|
$
|
392
|
|
|
$
|
1,141
|
|
|
$
|
1,533
|
|
Total non-current assets
|
|
|
335
|
|
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|
3,149
|
|
|
|
3,484
|
|
Total liabilities
|
|
|
(41
|
)
|
|
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(3,163
|
)
|
|
|
(3,204
|
)
|
Net tangible assets acquired
|
|
|
686
|
|
|
|
1,127
|
|
|
|
1,813
|
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Customer and referral relationships
|
|
|
757
|
|
|
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6,819
|
|
|
|
7,576
|
|
Non-compete agreement
|
|
|
37
|
|
|
|
329
|
|
|
|
366
|
|
Tradenames
|
|
|
187
|
|
|
|
1,680
|
|
|
|
1,867
|
|
Goodwill
|
|
|
2,562
|
|
|
|
25,521
|
|
|
|
28,083
|
|
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
|
|
(274
|
)
|
|
|
(10,834
|
)
|
|
|
(11,108
|
)
|
|
|
$
|
3,955
|
|
|
$
|
24,642
|
|
|
$
|
28,597
|
|
The purchase price for the 2022 acquisitions has been allocated as follows.
|
|
Physical Therapy |
|
|
|
Operations
|
|
|
|
(In thousands)
|
|
Cash paid, net of cash acquired
|
|
$
|
59,788
|
|
Seller notes
|
|
|
1,574
|
|
Contingent payments
|
|
|
10,000
|
|
Total consideration
|
|
$
|
71,362
|
|
Estimated fair value of net tangible assets acquired:
|
|
|
|
|
Total current assets
|
|
$
|
1,329
|
|
Total non-current assets
|
|
|
7,798
|
|
Total liabilities
|
|
|
(10,930
|
)
|
Net tangible assets acquired
|
|
|
(1,803
|
)
|
Customer and referral relationships
|
|
|
18,062
|
|
Non-compete agreements
|
|
|
934
|
|
Tradenames
|
|
|
5,445
|
|
Goodwill
|
|
|
75,525
|
|
Fair value of non-controlling interest (classified as redeemable non-controlling interest)
|
|
|
(26,801
|
)
|
|
|
$
|
71,362
|
|
The purchase price for the 2021 acquisitions has been allocated as follows.
|
|
|
|
|
Physical Therapy
|
|
|
|
|
|
|
IIP |
|
|
Operations |
|
|
Total |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
|
(In thousands)
|
|
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
|
|
$
|
5,588
|
|
|
$
|
1,885
|
|
|
$
|
7,473
|
|
Total non-current assets
|
|
|
12,620
|
|
|
|
7,014
|
|
|
|
19,634
|
|
Total liabilities
|
|
|
(4,842
|
)
|
|
|
(8,313
|
)
|
|
|
(13,155
|
)
|
Net tangible assets acquired
|
|
|
13,366
|
|
|
|
586
|
|
|
|
13,952
|
|
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
|
|
|
$
|
26,267
|
|
|
$
|
96,752
|
|
|