ACQUISITIONS |
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| ACQUISITIONS | 2.ACQUISITIONS During the six months ended June 30, 2026, our affiliated dental practices acquired two general dental practices. One acquisition was completed on January 23, 2026, while the second acquisition was completed on May 29, 2026. The combined total purchase consideration for the practices was $2,982, of which $2,438 was settled in cash and $544 in practice acquisition notes. The acquired practices provide general dental services, one located in Tucson, Arizona, and one located in Rochester, Minnesota. During the six months ended June 30, 2025, our affiliated dental practices acquired one general dental practice. The final total purchase consideration for the practice was $1,006, of which $803 was settled in cash and $203 in practice acquisition notes. The acquired practice provides general dental services, and is located in the Minneapolis/St. Paul metropolitan area. Practice acquisition notes are generally payable between 12 and 48 months after the date of acquisition. The results of operations and financial condition of the acquired entities have been included in our condensed consolidated results as of the date of acquisition. For the three and six months ended June 30, 2026 and 2025, the acquired entity’s impact on revenues and net earnings were not material. Unaudited pro forma revenues and net earnings for the three and six months ended June 30, 2026 and 2025, as if the business combinations had occurred on the first of the year, were immaterial for the periods. Goodwill arising from acquisitions consists largely of the synergies and economies of scale expected from increased revenue and cost reductions. We anticipate that acquired goodwill will be deductible for tax purposes. The following table summarizes the consideration paid, assessment of assets acquired and liabilities assumed, and resulting goodwill. Management’s measurement of the fair values of acquired assets and assumed liabilities and purchase price allocation is preliminary and subject to finalization when valuations and final assessments of the fair value of acquired assets and assumed liabilities are completed in the measurement period (up to one year from the acquisition date). There can be no assurance that such final assessments will not result in material changes from the preliminary purchase price allocations, and such changes may result in changes in the opening balance sheet value of goodwill. The Company’s estimates and assumptions are subject to change during the measurement period as the Company finalizes the valuations of certain tangible and intangible assets acquired, and liabilities assumed. We expect to complete the purchase price allocation for the 2026 acquisitions during fiscal year 2026. Acquisitions completed in the six months ended June 30, 2026 and 2025:
On August 7, 2026, Park Dental Partners, Inc., entered into an agreement to acquire Village Family Dental DSO and affiliate with the Village Family Dental professional practices for approximately $29,900 in cash, 474,535 restricted shares of common stock valued at $9,200, and contingent consideration up to $6,900. The Village Family Dental DSO is currently affiliated with Village Family Dental practices, a multi-specialty dental group based in Fayetteville, North Carolina. The transaction is expected to close in 2026, subject to satisfaction or waiver of customary closing conditions, and will be funded through a combination of cash on hand and borrowings under our existing credit facility.
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