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Acquisitions of Businesses (Tables) | 9 Months Ended
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Sep. 30, 2024
Acquisitions of Businesses [Abstract] |
Clinic Acquisition | 2024 Acquisitions
|  |  |  | % Interest |  |  | Number of |
Acquisition |  | Date |  | Acquired |  |  | Clinics |
August 2024 Acquisition |  | August 31, 2024 |  |  | 70% |  |  |  | 8 |
April 2024 Acquisition |  | April 30, 2024 |  |  | ** |  |  |  | * |
March 2024 Acquisition |  | March 29, 2024 |  |  | 50% |  |  |  | 9 |
* | IIP business.
** | On April 30, 2024, one of the Company’s primary IIP businesses, Briotix Health Limited Partnership, acquired 100% of an IIP business.
2023 Acquisitions
|  |  |  | % Interest |  | Number of |
Acquisition |  | Date |  | Acquired |  | Clinics |
October 2023 Acquisition |  | October 31, 2023 |  |  | *** |  |  | * |
September 2023 Acquisition 1 |  | September 29, 2023 |  |  | 70% |  |  | 4 |
September 2023 Acquisition 2 |  | September 29, 2023 |  |  | 70% |  |  | 1 |
July 2023 Acquisition |  | July 31, 2023 |  |  | 70% |  |  | 7 |
May 2023 Acquisition |  | May 31, 2023 |  |  | 45% |  |  | 4 |
February 2023 Acquisition |  | February 28, 2023 |  |  | 80% |  |  | 1 |
* | IIP business.
*** | On October 31, 2023, the Company concurrently acquired 100% of an IIP business and a 55% equity interest in an ergonomics software business.
Purchase Price Allocation | The following table provides details on the preliminary purchase price allocation for the acquisitions described above.
|  | Physical Therapy |
|  | IIP |  |  | Operations |  |  | Total |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 23,106 |  |  | $ | 18,090 |  |  | $ | 41,196 |
Seller note |  |  | 455 |  |  |  | 500 |  |  |  | 955 |
Deferred payments |  |  | - |  |  |  | - |  |  |  | - |
Contingent payments |  |  | 2,100 |  |  |  | 4,340 |  |  |  | 6,440 |
Total consideration |  | $ | 25,661 |  |  | $ | 22,930 |  |  | $ | 48,591 |
Estimated fair value of net tangible assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 1,211 |  |  | $ | 1,351 |  |  | $ | 2,562 |
Total non-current assets |  |  | 218 |  |  |  | 692 |  |  |  | 910 |
Total liabilities |  |  | (541 | ) |  |  | (622 | ) |  |  | (1,163 | )
Net tangible assets acquired |  |  | 888 |  |  |  | 1,421 |  |  |  | 2,309 |
Customer and referral relationships |  |  | 6,708 |  |  |  | 8,663 |  |  |  | 15,371 |
Non-compete agreement |  |  | 261 |  |  |  | 418 |  |  |  | 679 |
Tradenames |  |  | 1,331 |  |  |  | 2,133 |  |  |  | 3,464 |
Goodwill |  |  | 16,473 |  |  |  | 29,613 |  |  |  | 46,086 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | - |  |  |  | (19,318 | ) |  |  | (19,318 | )
|  | $ | 25,661 |  |  | $ | 22,930 |  |  | $ | 48,591 |
The aggregate purchase price for the 2023 acquisitions has been preliminarily allocated as follows:
|  | Physical Therapy |
|  | IIP |  |  | Operations |  |  | Total |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 3,955 |  |  | $ | 22,627 |  |  | $ | 26,582 |
Seller note |  |  | - |  |  |  | 985 |  |  |  | 985 |
Deferred payments |  |  | - |  |  |  | 830 |  |  |  | 830 |
Contingent payments |  |  | - |  |  |  | 200 |  |  |  | 200 |
Total consideration |  | $ | 3,955 |  |  | $ | 24,642 |  |  | $ | 28,597 |
Estimated fair value of net tangible assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 388 |  |  | $ | 1,052 |  |  | $ | 1,440 |
Total non-current assets |  |  | 335 |  |  |  | 2,806 |  |  |  | 3,141 |
Total liabilities |  |  | (41 | ) |  |  | (3,295 | ) |  |  | (3,336 | )
Net tangible assets acquired |  |  | 682 |  |  |  | 563 |  |  |  | 1,245 |
Customer and referral relationships |  |  | 757 |  |  |  | 8,242 |  |  |  | 8,999 |
Non-compete agreement |  |  | 37 |  |  |  | 526 |  |  |  | 563 |
Tradenames |  |  | 187 |  |  |  | 1,583 |  |  |  | 1,770 |
Goodwill |  |  | 2,566 |  |  |  | 24,562 |  |  |  | 27,128 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | (274 | ) |  |  | (10,834 | ) |  |  | (11,108 | )
|  | $ | 3,955 |  |  | $ | 24,642 |  |  | $ | 28,597 |

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