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Acquisitions of Businesses (Tables)

9 Months Ended

Sep. 30, 2025

Acquisitions of Businesses [Abstract]

2025 Acquisitions

		% Interest	Number of
Acquisition	Date	Acquired	Clinics
July 2025 Acquisition	July 31, 2025	60%	3
April 2025 Acquisition	April 30, 2025	40%	*
February 2025 Acquisition	February 28, 2025	65%	3

*	Home-care business

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	$	15,214
Seller note		300
Deferred payments		-
Contingent payments		5,731
Total consideration	$	21,245

Estimated fair value of net tangible assets acquired:
Total current assets	$	918
Total non-current assets		240
Total liabilities		(495	)
Net tangible assets acquired		663
Customer and referral relationships		5,981
Non-compete agreement		310
Tradenames		1,442
Goodwill		20,903
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(8,054	)
	$	21,245

The following table provides details on the purchase price allocations for the March 2024 Acquisition, the April 2024 Acquisition, the August 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		$	109,983		$	133,089
Seller note		455			1,220			1,675
Deferred payments		-			1,500			1,500
Contingent payments		2,100			15,571			17,671
Total consideration	$	25,661		$	128,274		$	153,935

Estimated fair value of net tangible assets acquired:
Total current assets	$	1,132		$	9,447		$	10,579
Total non-current assets		563			30,360			30,923
Total liabilities		(463	)		(29,402	)		(29,865	)
Net tangible assets acquired		1,232			10,405			11,637
Customer and referral relationships		6,500			52,630			59,130
Non-compete agreement		210			3,590			3,800
Tradenames		1,400			12,477			13,877
Goodwill		16,319			149,315			165,634
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		-			(100,143	)		(100,143	)
	$	25,661		$	128,274		$	153,935

Operating results of the VIEs

The table below presents the operating results of the VIEs.

	Three Months Ended			Nine Months Ended
	September 30, 2025			September 30, 2025
	(In thousands)
Net revenue	$	22,848		$	65,771
Operating cost:
Salaries and related costs		13,436			39,516
Rent, supplies, contract labor and other		5,277			13,855
Depreciation and amortization		1,116			4,030
Provision for credit losses		228			655
Total operating cost		20,057			58,056

Gross profit		2,791			7,715

Gain on fair value adjustments		(764	)		(764	)
Other expense		3			9
Provision for income taxes		11			193

Net income	$	3,541		$	8,277

- Definition

Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

- 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.

+ References + Details