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Acquisitions of Businesses (Tables) | 3 Months Ended
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Mar. 31, 2025
Acquisitions of Businesses [Abstract] |
Clinic Acquisition | During the three months ended March 31, 2025, the Company acquired a majority interest in the following businesses: 2025 Acquisitions
|  |  |  | % Interest |  |  | Number of |
Acquisition |  | Date |  | Acquired |  |  | Clinics |
February 2025 Acquisition |  | February 28, 2025 |  |  | 65% |  |  |  | 3 |
2024 Acquisitions
|  |  |  | % Interest |  |  | Number of |
Acquisition |  | Date |  | Acquired |  |  | Clinics |
November 2024 Acquisition |  | November 30, 2024 |  |  | 75% |  |  |  | 8 |
October 2024 Acquisition |  | October 31, 2024 |  |  | 50% |  |  |  | 50 |
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.
Purchase Price Allocation | The following table provides details on the preliminary purchase price allocation for the acquisitions described above.
|  | Physical Therapy |
|  | Operations |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 4,211 |
Seller notes |  |  | - |
Contingent payments |  |  | 1,259 |
Total consideration |  | $ | 5,470 |
Estimated fair value of net tangible assets acquired: |  |  |  |
Total current assets |  | $ | 227 |
Total non-current assets |  |  | 132 |
Total liabilities |  |  | (258 | )
Net tangible assets acquired |  |  | 101 |
Customer and referral relationships |  |  | 1,604 |
Non-compete agreements |  |  | 77 |
Tradenames |  |  | 395 |
Goodwill |  |  | 5,438 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | (2,145 | )
|  | $ | 5,470 |
The following table provides details on the purchase price allocations for the March 2024 acquisition and preliminary purchase price allocations for the other acquisitions described above.
|  | Physical Therapy |
|  | IIP |  |  | Operations |  |  | Total |
|  | (In thousands) |
Cash paid, net of cash acquired |  | $ | 23,106 |  |  | $ | 110,149 |  |  | $ | 133,255 |
Seller note |  |  | 455 |  |  |  | 1,220 |  |  |  | 1,675 |
Granted shares |  |  | - |  |  |  | 1,500 |  |  |  | 1,500 |
Contingent payments |  |  | 2,100 |  |  |  | 15,571 |  |  |  | 17,671 |
Total consideration |  | $ | 25,661 |  |  | $ | 128,440 |  |  | $ | 154,101 |
Estimated fair value of net tangible assets acquired: |  |  |  |  |  |  |  |  |  |  |  |
Total current assets |  | $ | 1,655 |  |  | $ | 9,043 |  |  | $ | 10,698 |
Total non-current assets |  |  | 218 |  |  |  | 31,241 |  |  |  | 31,459 |
Total liabilities |  |  | (540 | ) |  |  | (28,957 | ) |  |  | (29,497 | )
Net tangible assets acquired |  |  | 1,333 |  |  |  | 11,327 |  |  |  | 12,660 |
Customer and referral relationships |  |  | 6,708 |  |  |  | 53,097 |  |  |  | 59,805 |
Non-compete agreement |  |  | 261 |  |  |  | 3,306 |  |  |  | 3,567 |
Tradenames |  |  | 1,331 |  |  |  | 12,113 |  |  |  | 13,444 |
Goodwill |  |  | 16,028 |  |  |  | 148,740 |  |  |  | 164,768 |
Fair value of non-controlling interest (classified as redeemable non-controlling interest) |  |  | - |  |  |  | (100,143 | ) |  |  | (100,143 | )
|  | $ | 25,661 |  |  | $ | 128,440 |  |  | $ | 154,101 |
Operating results of the VIEs | The table below presents the operating results of the VIEs.
|  | Three Months Ended |
|  | March 31, 2025 |
|  | (In thousands) |
Net revenue |  | $ | 19,806 |
Operating cost: |  |  |  |
Salaries and related costs |  |  | 12,905 |
Rent, supplies, contract labor and other |  |  | 5,304 |
Provision for credit losses |  |  | 197 |
Total operating cost |  |  | 18,406 |
Gross profit |  |  | 1,400 |
Other expense |  |  | 4 |
Income before taxes |  | $ | 1,396 |

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