Quarterly report [Sections 13 or 15(d)]

Acquisitions

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
On April 30, 2026, the Company acquired the assets of OVPA, a regional provider of perfusion services to cardiac surgery programs in Ohio and Pennsylvania. On June 2, 2026, the Company acquired 100% of the equity interests in LPS, a regional provider of perfusion and blood management services to cardiac surgery programs in Kentucky. On June 22, 2026, the Company acquired 100% of the equity interests in HLT-NRP, a provider of transplant surgical recovery services in the United States (collectively, the “2026 Acquisitions”). Transaction values for the individual acquisitions ranged from approximately $1,100 to $22,300. The 2026 Acquisitions are not considered material to our financial results or position on a standalone or combined basis.

The results of the 2026 Acquisitions are included in the unaudited interim condensed consolidated financial statements from their respective acquisition dates as part of the Clinical operating and reportable segment. Acquisition-related costs totaling $514 and $691 were expensed as incurred for the three and six months ended June 30, 2026, respectively and are included in selling, general and administrative expenses in the unaudited interim condensed consolidated statements of operations.

Consideration

Total purchase consideration for the 2026 Acquisitions was measured as of the respective acquisition dates at $42,417, comprised of (i) $35,200 of cash consideration paid at closing, (ii) $4,267 of equity consideration issued in connection with the acquisition of HLT-NRP, consisting of 742,060 shares of common stock issued to sellers, valued at the Company's closing share price at the date of that acquisition ($5.75 per share on June 22, 2026), and (iii) $2,950 of consideration payable related to the LPS acquisition comprised of a potential purchase price adjustment of up to $150 and contingent consideration with a maximum payout of $4,080 and no minimum payout, contingent upon retention of key clients over a 12 month period. The contingent consideration fair value at the acquisition date was calculated using an option-pricing model based on projected gross revenue relative to minimum and maximum performance thresholds specified in the purchase agreement, and is remeasured to fair value at each reporting date, with changes recognized in earnings on the Company’s consolidated statements of operations.

Net Assets Acquired

The assets acquired and liabilities assumed have been included in the unaudited interim condensed consolidated financial statements at their preliminary estimated fair values as of their respective acquisition dates, including identifiable intangible assets of $19,980 and goodwill of $18,208. Goodwill represents the excess of purchase price over the net fair value of assets acquired and liabilities assumed, and primarily reflects expected revenue and cost synergies from expansion into additional locations and the value of the assembled workforce and their industry expertise. The 2026 Acquisitions are taxable business combinations, and the related goodwill is deductible for tax purposes.

The purchase price allocation is preliminary and, as additional information becomes available, the Company may further revise the preliminary purchase price allocation during the remainder of the measurement period, which will not exceed 12 months from each acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. The purchase price was allocated on a preliminary basis as follows:
Cash consideration $ 35,200 
Equity consideration 4,267 
Contingent consideration 2,800 
Other cash payable 150 
Total purchase consideration $ 42,417 
Assets acquired:
Cash $ 377 
Accounts receivable 3,291 
Prepaid expenses and other current assets 1,178 
Property and equipment, net 137 
Identifiable intangible assets (1)
19,980 
Total identifiable assets acquired 24,963 
Liabilities assumed:
Accounts payable and accrued expenses 754 
Total liabilities assumed 754 
Net assets acquired 24,209 
Goodwill 18,208 
Total consideration $ 42,417 
(1) Comprised of customer lists amortized on a straight-line basis over a 7 year estimated useful life. The Company believes that the straight-line method of amortization is the most appropriate methodology as it is supported by the pattern in which the economic benefits of the intangible assets are consumed.
The preliminary fair value of the customer relationships was determined using the multi-period excess earnings method (“MPEEM”) or benchmarked based on available market data. MPEEM is an income approach methodology which measures economic benefits by calculating the cash flow attributable to an asset after deducting appropriate returns for contributory assets used by the business in generating the asset’s revenue and earnings.
Unaudited Pro Forma Information
The following unaudited pro forma financial information presents what our results would have been had the 2026 Acquisitions been acquired on January 1, 2025. Our reported results for the three and six months ended June 30, 2025 do not include any results of Keystone, which we acquired on September 16, 2025; accordingly, the pro forma information for those 2025 periods also reflects the acquisition of Keystone as if it had occurred on January 1, 2024.
The pro forma results for the periods below include adjustments to amortization expense for the intangible assets recognized as part of the 2026 Acquisitions and the Keystone acquisition, and elimination of intercompany transactions between Strata and Keystone that were incurred prior to the acquisition. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our unaudited interim condensed consolidated results of operations of the consolidated business had the 2026 Acquisitions actually occurred on January 1, 2025 and the Keystone acquisition actually occurred on January 1, 2024, or of the results of our future operations of the consolidated business.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Reported revenue $ 72,506  $ 45,108  $ 139,890  $ 81,056 
Impact of 2026 acquisitions (1) 4,183  4,723  9,678  8,650 
Impact of Keystone acquisition —  16,885  —  31,709 
Pro forma revenue $ 76,689  $ 66,716  $ 149,568  $ 121,415 
Reported loss from continuing operations before income taxes $ (10,516) $ (3,409) $ (8,114) $ (5,021)
Impact of 2026 acquisitions (2) 696  1,151  1,937  1,680 
Impact of Keystone acquisition (3) —  1,897  —  3,030 
Pro forma loss before income taxes $ (9,820) $ (361) $ (6,177) $ (311)
(1) The three months ended June 30, 2026, reflect a partial period of LPS and HLT-NRP activity, as the acquisitions closed during the quarter. The three months ended June 30, 2025, reflect a full three months of LPS and HLT-NRP activity.
(2) Includes amortization expense related to identifiable intangible assets recognized as part of the 2026 Acquisitions of $577 and $714 for the three months ended June 30, 2026 and 2025, respectively, and $1,291 and $1,427 for the six months ended June 30, 2026 and 2025, respectively.
(3) Includes $1,101 and $2,201 of amortization expense related to identifiable intangible assets recognized as part of the Keystone acquisition for the three and six months ended June 30, 2025, respectively. Excludes $1,218 and $2,101 of pre-acquisition profit-sharing arrangements for the three and six months ended June 30, 2025, respectively, and $38,695 of transaction-related change-in-control bonuses for the six months ended June 30, 2025. The transaction-related change-in-control bonuses were incurred by Keystone and funded with acquisition proceeds