BUSINESS ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Purchase Price allocations of Acquisitions

The purchase price allocations for ReedTMS and Baylor were considered final as of June 30, 2023.

The following table summarizes the purchase price allocation for ReedTMS, including any adjustments (in thousands):

	November 5, 2022 Opening Balance Sheet as Reported at December 31, 2022		Adjustments (1)		November 5, 2022 Opening Balance Sheet as Reported at December 31, 2023
Purchase Price
Cash consideration paid	$	116,989	$	—	$	116,989	(2)
Cash and cash equivalents acquired	(12,120)		—		(12,120)
Contingent consideration arrangement	5,000		(800)		4,200		(3)
Working capital surplus (deficiency)	(689)		188		(501)
Total purchase price (fair value of consideration)	109,180		(612)		108,568
Purchase Price Allocation
Current assets	52,531		49		52,580
Property and equipment	35,000		(12,485)		22,515
Intangible assets	12,000		15,300		27,300
Other non-current assets	7,927		(1)		7,926
Total assets acquired	107,458		2,863		110,321
Current liabilities	(45,497)		(389)		(45,886)
Other long-term liabilities	(5,622)		527		(5,095)
Total liabilities assumed	(51,119)		138		(50,981)
Goodwill	$	52,841	$	(3,613)	$	49,228

(1) The measurement period adjustments were recorded during the three months ended March 31, 2023. No material statement of income effects were identified with these adjustments.

(2) Includes $0.9 million related to the net present value of future insurance payments. At closing, $11.5 million of the cash consideration was placed in escrow to secure certain indemnification obligations of the sellers and to cover post-closing adjustments. During the three months ended March 31, 2023, we received $2.1 million from escrow for post-closing adjustments. The remaining balance of the escrow, except for $0.5 million, was returned to the sellers. In exchange, the sellers obtained a $10.0 million Standby Letter of Credit with the Company named as beneficiary.

(3) The contingent earnout liability was recorded in other long-term liabilities as of December 31, 2022. For additional information regarding the valuation of the contingent liability, see Note 6 – Fair Value.