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Acquisitions of Businesses (Tables) | 12 Months Ended
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Dec. 31, 2021
Acquisitions of Businesses [Abstract] |
Clinic Acquisition | 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.
Preliminary Purchase Prices Allocation | 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

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