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Acquisitions of Businesses (Tables)

3 Months Ended

Mar. 31, 2025

Acquisitions of Businesses [Abstract]

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

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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