During the years ended December 31, 2023 and 2022, the Company completed the acquisitions of 3 and 13, outpatient mental health practices, respectively. The Company accounted for the acquisitions as business combinations using the acquisition method of accounting. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

Total consideration transferred for these acquisitions consisted of the following:


	Year Ended December 31,
	2023		2022
Cash consideration	$	20,000	$	61,564
Cash consideration to be paid		—		251
Contingent consideration, at initial fair value		1,985		11,221
Total consideration transferred	$	21,985	$	73,036

The results of the acquired business have been included in the Company’s consolidated financial statements beginning after their acquisition date. It is impracticable to provide historical supplemental pro forma financial information along with revenue and earnings subsequent to the acquisition date for acquisitions during the period due to a variety of factors, including access to historical information and the operations of acquirees were integrated within the Company shortly after closing and are not operating as a discrete entity within the Company’s organizational structure.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the dates of acquisition:


	Year Ended December 31,
Allocation of Purchase Price	2023		2022
Cash	$	181	$	1,652
Patient accounts receivable		372		2,652
Prepaid expenses and other current assets		138		718
Property and equipment		221		225
Right-of-use assets		368		—
Other noncurrent assets		22		80
Intangible assets		843		3,219
Goodwill		20,733		68,314
Total assets acquired		22,878		76,860
Total liabilities assumed		893		3,824
Fair value of net assets	$	21,985	$	73,036

The majority of the tangible assets acquired and liabilities assumed were recorded at their carrying values as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. The Company developed estimates for the expected future cash flows and discount rates used in the present value calculations.

The following table summarizes the fair values of acquired intangible assets as of the dates of acquisition:


	Year Ended December 31,
	2023		2022
Regional trade names (1)	$	435	$	1,842
Non-competition agreements (2)		408		1,377
Total	$	843	$	3,219

(1)

Useful lives for trade names are 5 years.

(2)

Useful lives for non-competition agreements are 3 to 5 years.

Under the provisions of the acquisition agreements, the Company may pay additional cash consideration in the form of earnouts, contingent upon the acquirees achieving certain performance and operational targets (see Note 9).

The following table summarizes the maximum contingent consideration based on the acquisition agreements:


	Year Ended December 31,
Contingent consideration	2023		2022
Maximum contingent consideration based on acquisition agreements	$	2,650	$	15,325

Goodwill is primarily attributable to the assembled workforce, customer and payor relationships and anticipated synergies and economies of scale expected from the integration of the businesses. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. All goodwill is deductible for tax purposes.

Management fees to TPG and certain executives of the Company were identified as related party transactions. For the year ended December 31, 2021, the Company incurred related party management fees of $1,445. As a result of the Company's IPO, the Company incurred a termination fee of $1,213 under its management services agreement in the second quarter of 2021, and no management fees were recognized post-IPO.