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Acquisitions of Businesses (Tables) | 12 Months Ended
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Dec. 31, 2022
Acquisitions of Businesses [Abstract] |
Clinic Acquisition | During 2022, 2021 and 2020, the Company acquired a majority interest in the following businesses:
|  |  |  | % Interest |  | Number of
Acquisition |  | Date |  | Acquired |  | Clinics
November 2022 Acquisition |  | November 30, 2022 |  | 80% |  | 13
October 2022 Acquisition |  | October 31, 2022 |  | 60% |  | 14
September 2022 Acquisition |  | September 30, 2022 |  | 80% |  | 2
August 2022 Acquisition |  | August 31, 2022 |  | 70% |  | 6
March 2022 Acquisition |  | March 31, 2022 |  | 70% |  | 6
December 2021 Acquisition |  | December 31, 2021 |  | 75% |  | 3
November 2021 Acquisition |  | November 30, 2021 |  | 70% |  | *
September 2021 Acquisition |  | September 30, 2021 |  | 100% |  | *
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
* | 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.
Purchase Price Allocation | 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 |

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