v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Pivot Onsite Innovations Acquisition
Effective June 1, 2025, the Company acquired Onsite Innovations, LLC (“Pivot Onsite Innovations”) from Pivot Occupational Health, LLC. CHSI entered into an equity purchase agreement to acquire all of the outstanding equity interests for a purchase price of $55.2 million, subject to adjustment in accordance with the terms and conditions set forth in the purchase agreement. We financed the transaction using a combination of $35.0 million of available borrowing capacity under our existing Revolving Credit Facility and the remaining with cash on hand.
As of the date of the acquisition, Pivot Onsite Innovations operated over 240 onsite health clinics at employer locations in over 40 states, providing occupational health, wellness, prevention, and performance services. The acquisition enabled the Company to expand to over 400 onsite health clinics at employer worksites.
The Pivot Onsite Innovations acquisition met the definition of a business pursuant to ASC Topic 805, Business Combinations, and the acquisition was accounted for as a business combination under the acquisition method of accounting. The Company allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The fair values are based on inputs that are unobservable in the market and therefore represent Level 3 inputs. During the quarter ended June 30, 2026, the Company finalized the purchase accounting related to this acquisition.
Pursuant to ASC Topic 810, Consolidation, the Company obtained a controlling interest in the company by acquiring all of the outstanding equity interests of Pivot Onsite Innovations. As a result, Pivot Onsite Innovations has been consolidated into the Company's financial results.
The following table reconciles the fair value of the assets acquired and liabilities assumed to the consideration given for the acquired business (in thousands):
Accounts receivable
$10,997 
Other current assets
183 
Goodwill
32,921 
Identifiable intangible assets
14,340 
Other assets
274 
Total assets58,715 
Accrued and other current liabilities
3,186 
Other non-current liabilities
318 
Total liabilities3,504 
Consideration given
$55,211 
The valuations of tangible assets were derived using a combination of the market and cost approaches. Significant judgments used in valuing tangible assets include estimated determination of age, condition, remaining useful life, and fair market value.
The fair values of identifiable intangible assets, consisting of customer relationships, were determined with the assistance of a third-party valuation specialist. The fair values are based on inputs that are unobservable in the market and therefore represent Level 3 inputs. The fair values assigned to identifiable intangible assets were determined using the income approach which relies on the following assumptions: discount rate, customer attrition rates, EBITDA margin, and useful life of customer relationships. The analysis and related valuations reflect the conclusions of management. All estimates, key assumptions, and forecasts were either provided by or reviewed by the Company. Useful lives for identifiable intangible assets were determined based upon the income approach, which determines the remaining useful economic lives of the identifiable intangible assets that are expected to contribute directly or indirectly to future cash flows.
Fair ValueWeighted Average Amortization Period
(in thousands)(in years)
Customer relationships$14,340 
7 years
Identifiable intangible assets$14,340 
Goodwill of $32.9 million has been recognized for the business combination, representing the excess of the consideration given over the fair value of identifiable net assets acquired. The value of goodwill is derived from Pivot Onsite Innovations’ future earnings potential and its assembled workforce. The majority of goodwill is deductible for tax purposes.
For the three and six months ended June 30, 2026, Pivot Onsite Innovations had total revenue of $17.0 million and $34.2 million, respectively, which was included in the condensed consolidated financial statements.
Pro Forma Results
The following unaudited consolidated pro forma financial results combine the historical results of Nova Medical Centers (“Nova”), Pivot Onsite Innovations and the Company to present the results as if Nova and Pivot Onsite Innovations acquisitions had occurred on January 1, 2025. The pro forma information is presented for illustration purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions occurred on that date, nor is it indicative of future results.

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(unaudited)
(in thousands)
Total revenue$606,030 $561,147 $1,175,585 $1,098,450 
Net income attributable to the Company
$65,299 $46,401 $115,787 $90,829 
The pro forma financial information is based on the final allocation of the purchase prices of Nova and Pivot Onsite Innovations. The net income tax impact was calculated at the effective tax rate, as if Nova and Pivot Onsite Innovations had been a subsidiary of the Company as of January 1, 2025.
Pro forma results for the three and six months ended June 30, 2025, were adjusted to exclude acquisition-related expenses incurred by the Company that are directly attributable to Nova and Pivot Onsite Innovations. These excluded costs primarily consist of legal, advisory, and transaction-related compensation expenses that are nonrecurring in nature and not reflective of the ongoing operations of the combined business.