Acquisitions of Businesses (Tables)

6 Months Ended

Jun. 30, 2026

Acquisitions of Businesses [Abstract]

During the six months ended June 30, 2026, the Company acquired a majority interest in the following businesses:

2026 Acquisitions

		% Interest	Number of
Acquisition	Date	Acquired	Clinics
January 2026 Acquisition 2	January 31, 2026	70%	*
January 2026 Acquisition 1	January 2, 2026	50%	8

*	IIP business

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

On April 30, 2025, the Company acquired an outpatient home care practice that provides speech and occupational therapy through its 50% owned subsidiary Metro. After the transaction, the Company’s ownership interest is 40%, the local partners have an ownership interest of 40% and the practice’s preacquisition owners have a 20% ownership interest.

Purchase Price Allocation

The following table provides details on the preliminary purchase price allocation for the acquisitions described above.

	Physical Therapy Operations			IIP			Total
	(In thousands)
Cash paid, net of cash acquired	$	6,137		$	14,949		$	21,086
Seller notes		500			-			500
Working capital		35			12			47
Contingent payments		86			(86	)		-
Total consideration	$	6,758		$	14,875		$	21,633

Estimated fair value of net tangible assets acquired:
Total current assets	$	431		$	974		$	1,405
Total non-current assets		151			1,224			1,375
Total liabilities		(408	)		(1,622	)		(2,030	)
Net tangible assets acquired		174			576			750
Customer and referral relationships		2,850			4,439			7,289
Non-compete agreements		266			429			695
Tradenames		695			1,094			1,789
Goodwill		8,915			14,775			23,690
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(6,142	)		(6,438	)		(12,580	)
	$	6,758		$	14,875		$	21,633

The following table provides details on the purchase price allocations for the February 2025 Acquisition and April 2025 Acquisition and preliminary purchase price allocations for the July 2025 Acquisition.

	Physical Therapy
	Operations

Cash paid, net of cash acquired	$	15,442
Contingent payments		5,730
Payable		300
Total consideration	$	21,472

Estimated fair value of net tangible assets acquired:
Total current assets	$	650
Total non-current assets		352
Total liabilities		(668	)
Net tangible assets acquired		334
Customer and referral relationships		5,570
Non-compete agreement		361
Tradenames		1,638
Goodwill		21,624
Fair value of non-controlling interest (classified as redeemable non-controlling interest)		(8,055	)
	$	21,472

Operating results of the VIEs

The table below presents the operating results of the VIEs.

	Three Months Ended		Three Months Ended		Six Months Ended		Six Months Ended
	June 30, 2026		June 30, 2025		June 30, 2026		June 30, 2025
	(In thousands)				(In thousands)
Net revenue	$	30,818	$	23,117	$	57,632	$	42,923
Operating cost:
Salaries and related costs		18,465		13,175		34,881		26,080
Rent, supplies, contract labor and other		6,986		4,461		13,531		8,578
Depreciation and amortization		1,384		1,727		2,751		2,914
Provision for credit losses		173		230		356		427
Total operating cost		27,008		19,593		51,519		37,999
Gross profit		3,810		3,524		6,113		4,924
Loss on fair value adjustments		536		-		622		-
Other expense		20		3		34		6
Provision for income taxes		44		182		88		182
Income before taxes	$	3,210	$	3,339	$	5,369	$	4,736

- 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.

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