Brightspring Health Services Inc.

07/31/2026 | Press release | Distributed by Public on 07/31/2026 06:46

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (our "Form 10-Q"). This discussion contains forward-looking statements that involve risks and uncertainties. See "Forward-Looking Statements." When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that characterize our business. Known material factors that could affect our financial performance and actual results, and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this discussion or otherwise made by our management, are described in Item 2 of Part I of this Form 10-Q, and in Item 1A, "Risk Factors" of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (our "Form 10-K"). Factors that could cause or contribute to such difference are not limited to those identified in "Risk Factors." When used in the following discussion, "Senior" patients and populations mean individuals who are aged 65 and older, and "Specialty" patients and populations mean individuals who have unique, specialized and most often chronic/life-long health conditions and needs.

Overview

We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to medically complex patients. We have a differentiated approach to care delivery, with an integrated and scaled model that addresses critical services that the highest-need and highest-cost patients require. With a focus on Senior and Specialty patients, our platform provides pharmacy and provider services (both clinical and supportive care in nature) in lower-cost home and community settings largely to Medicare, Medicaid, and commercially-insured populations. We are an essential part of our nation's health delivery network as a front-line provider of high-quality and cost-effective care to a large and growing number of people, who increasingly require a combination of specialized solutions to enable holistic health care management. Our presence spans all 50 states; we serve over 485,000 patients daily through our approximately 12,700 clinical providers and pharmacists; and our services make a profound impact in the lives and communities of the people we serve.

Unless otherwise noted, amounts and disclosures throughout this Management's Discussion and Analysis relate to our continuing operations. Refer to "PART I - Item 1. Note 2" of our Form 10-K for additional information regarding discontinued operations.

For additional overview of our business, see "PART I - Item 1. Business" of our Form 10-K.

Second Quarter of 2026 Key Highlights

$300.0 million paydown and concurrent modification of our First Lien Facility, including interest rate refinancings that resulted in interest savings
Completed an underwritten secondary offering of our common stock by affiliates Kohlberg Kravis Roberts & Co. L.P. and certain members of management in June 2026
Repurchased 1,026,465 shares of common stock in connection with the June 2026 secondary offering
Company leverage of 2.15x at June 30, 2026

Financial Performance Highlights: Second Quarter of 2026 Compared to Second Quarter of 2025

Revenue grew by $725.4 million, or 23.0%, to $3.9 billion
Pharmacy Solutions segment revenue grew by $617.1 million, or 22.1%, to $3.4 billion
Provider Services segment revenue grew by $108.4 million, or 30.3%, to $466.0 million
Net income increased by $78.1 million to $86.6 million
Adjusted EBITDA(1) increased by $63.0 million, or 44.2%, to $205.5 million
Pharmacy Solutions segment EBITDA increased by $55.4 million, or 44.4%, to $180.0 million
Provider Services segment EBITDA grew by $18.4 million, or 32.6%, to $74.9 million
Diluted EPS increased by $0.35 from $0.04 to $0.39
Adjusted EPS(1) increased by $0.23 from $0.22 to $0.45

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled "Non-GAAP Financial Measures."

Recent Developments

On May 28, 2026, the company used proceeds from the Community Living divestiture to repay $300.0 million of Tranche B-5 and established a new Tranche B-6 Term Loan of $2,214.9 million to refinance the remaining Tranche B-5 balance at SOFR plus 2.00% (or ABR plus 1.00%), maturing February 21, 2031. Additionally, borrowings of the Revolver bear interest at a rate equal to SOFR (with a floor of 0.00%) plus 2.00% for the Revolving Credit Loans or ABR (with a floor of 0.00%) plus 1.00% for the Swingline Loans.

On June 6, 2026, KKR Stockholder and certain management selling stockholders completed a registered secondary public offering of 14,999,771 shares of the Company's common stock (the "June 2026 Offering"). The Company did not sell any shares of common stock that were offered in the June 2026 Offering. Also, the Company did not receive any proceeds from the June 2026 Offering, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the June 2026 Offering.

In connection with the June 2026 Offering, the Company concurrently purchased from the underwriter, out of the aggregate of 14,999,771 shares of common stock that were the subject of the June 2026 Offering, 1,026,465 shares of common stock at a price of $58.453 per share, for a total purchase price of $60.0 million. The purchase price reflected a discount to the closing market price on the date of purchase. The repurchase was reviewed and approved by the Audit Committee of our Board of Directors.

Our Service Offerings

We are one of the largest independent providers of home and community-based health services in the United States, delivering both pharmacy and provider services. We believe our high-quality and complementary health services offerings address significant and important patient and stakeholder needs. We enhance patient outcomes through the delivery and coordination of high-quality services that high-need, high-cost patients require. Our services are principally delivered in patient-preferred and lower-cost settings and often over longer periods of time, given the chronic nature of the patient conditions that we address. We believe our breadth of service capabilities and proven outcomes position us as a provider of choice for patients, families, referral sources, customers, and payors. We deliver services through two reportable segments: Pharmacy Solutions and Provider Services. For additional details regarding our diversified service offerings within each reportable segment see "PART I - Item 1. Business" of our Form 10-K.

The following table summarizes the revenues generated by each of our reportable segments:

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

($ in millions)

Revenue

% of Revenue

Revenue

% of Revenue

Revenue

% of Revenue

Revenue

% of Revenue

Pharmacy Solutions

$

3,407.1

88.0

%

$

2,790.1

88.6

%

$

6,578.5

87.9

%

$

5,322.3

88.3

%

Provider Services

466.0

12.0

%

357.6

11.4

%

908.4

12.1

%

703.5

11.7

%

Consolidated BrightSpring

$

3,873.1

100.0

%

$

3,147.7

100.0

%

$

7,486.9

100.0

%

$

6,025.8

100.0

%

Payor Mix

We are characterized by payor diversification across our platform. Our payors are principally federal, state, and local governmental agencies, commercial insurance, private, and other payors. Additionally, our Medicaid payors can be further broken down across each individual state with our top 10 Medicaid states representing 7% and 6% of total Company revenue for the three and six months ended June 30, 2026 and 2025, respectively.

We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 53% and 52% of total Company revenues for the three and six months ended June 30, 2026, respectively, compared to 53% for the three and six months ended June 30, 2025. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates.

The following tables summarize the percentage of revenue generated by each payor type for each of our service offerings and reportable segments:

For the Three Months Ended June 30, 2026

Commercial insurance

Medicaid

Medicare Part A

Medicare Part B

Medicare Part C

Medicare Part D

Private & other

Total

Specialty and Infusion Pharmacy

24.5

%

7.5

%

-

0.5

%

16.9

%

23.9

%

0.8

%

74.1

%

Home and Community Pharmacy

2.7

%

1.3

%

3.5

%

-

0.0

%

5.8

%

0.6

%

13.9

%

Pharmacy Solutions

27.2

%

8.8

%

3.5

%

0.5

%

16.9

%

29.7

%

1.4

%

88.0

%

Home Health Care

0.4

%

0.2

%

4.5

%

0.3

%

1.6

%

-

0.2

%

7.2

%

Rehab Care

1.0

%

0.6

%

-

0.0

%

0.1

%

-

0.4

%

2.1

%

Personal Care

0.1

%

1.7

%

-

-

-

-

0.9

%

2.7

%

Provider Services

1.5

%

2.5

%

4.5

%

0.3

%

1.7

%

-

1.5

%

12.0

%

Consolidated BrightSpring

28.7

%

11.3

%

8.0

%

0.8

%

18.6

%

29.7

%

2.9

%

100.0

%

For the Three Months Ended June 30, 2025

Commercial insurance

Medicaid

Medicare Part A

Medicare Part B

Medicare Part C

Medicare Part D

Private & other

Total

Specialty and Infusion Pharmacy

20.9

%

6.5

%

-

0.6

%

17.7

%

23.3

%

1.0

%

70.0

%

Home and Community Pharmacy

2.7

%

2.0

%

4.4

%

-

0.0

%

8.7

%

0.8

%

18.6

%

Pharmacy Solutions

23.6

%

8.5

%

4.4

%

0.6

%

17.7

%

32.0

%

1.8

%

88.6

%

Home Health Care

0.2

%

0.3

%

4.0

%

0.0

%

1.1

%

-

0.3

%

5.9

%

Rehab Care

1.1

%

0.6

%

-

0.0

%

0.0

%

-

0.6

%

2.3

%

Personal Care

0.1

%

1.9

%

-

-

-

-

1.2

%

3.2

%

Provider Services

1.4

%

2.8

%

4.0

%

0.0

%

1.1

%

-

2.1

%

11.4

%

Consolidated BrightSpring

25.0

%

11.3

%

8.4

%

0.6

%

18.8

%

32.0

%

3.9

%

100.0

%

For the Six Months Ended June 30, 2026

Commercial insurance

Medicaid

Medicare Part A

Medicare Part B

Medicare Part C

Medicare Part D

Private & other

Total

Specialty and Infusion Pharmacy

24.2

%

7.4

%

-

0.5

%

16.8

%

23.8

%

0.9

%

73.6

%

Home and Community Pharmacy

2.7

%

1.3

%

3.7

%

-

0.0

%

5.9

%

0.7

%

14.3

%

Pharmacy Solutions

26.9

%

8.7

%

3.7

%

0.5

%

16.8

%

29.7

%

1.6

%

87.9

%

Home Health Care

0.4

%

0.2

%

4.6

%

0.2

%

1.7

%

-

0.2

%

7.3

%

Rehab Care

1.0

%

0.6

%

-

0.0

%

0.1

%

-

0.4

%

2.1

%

Personal Care

0.1

%

1.8

%

-

-

-

-

0.8

%

2.7

%

Provider Services

1.5

%

2.6

%

4.6

%

0.2

%

1.8

%

-

1.4

%

12.1

%

Consolidated BrightSpring

28.4

%

11.3

%

8.3

%

0.7

%

18.6

%

29.7

%

3.0

%

100.0

%

For the Six Months Ended June 30, 2025

Commercial insurance

Medicaid

Medicare Part A

Medicare Part B

Medicare Part C

Medicare Part D

Private & other

Total

Specialty and Infusion Pharmacy

20.8

%

6.4

%

-

0.6

%

17.3

%

22.9

%

0.9

%

68.9

%

Home and Community Pharmacy

2.7

%

2.0

%

4.6

%

-

0.0

%

9.0

%

1.1

%

19.4

%

Pharmacy Solutions

23.5

%

8.4

%

4.6

%

0.6

%

17.3

%

31.9

%

2.0

%

88.3

%

Home Health Care

0.2

%

0.3

%

4.1

%

0.0

%

1.1

%

-

0.4

%

6.1

%

Rehab Care

1.1

%

0.6

%

-

0.0

%

0.0

%

-

0.6

%

2.3

%

Personal Care

0.1

%

2.0

%

-

-

-

-

1.2

%

3.3

%

Provider Services

1.4

%

2.9

%

4.1

%

0.0

%

1.1

%

-

2.2

%

11.7

%

Consolidated BrightSpring

24.9

%

11.3

%

8.7

%

0.6

%

18.4

%

31.9

%

4.2

%

100.0

%

See Note 3 of the unaudited condensed consolidated financial statements and related notes in this Form 10-Q for more information regarding revenue by payor type for each reportable segment for the three and six months ended June 30, 2026 and 2025.

Trends and Other Factors Affecting Business

Expansion of our Pharmacy Solutions

We focus on providing health-dependent medications in a timely and well-supported manner to our patients receiving pharmacy solutions in their home and community-based settings. Our pharmacy services are primarily delivered directly to patients in their place of residence, home, or stay, and sometimes in a clinic setting. According to industry reports, pharmacy solutions delivered to and tailored for the home environment, such as home infusion services, oncology services, and daily medication management services in the home, will continue to grow faster than the overall and general pharmacy market. We have continued to expand our pharmacy capabilities to serve this need. We are a leading independent pharmacy provider in our respective pharmacy patient markets, and we expect to continue to increase our share, including home infusion patients, specialty oncology patients, behavioral patients, in-home Seniors, and hospice patients.

Continued Growth of our Provider Services Patient Populations

We focus on delivering high-touch and coordinated services to medically complex Senior and Specialty patients in the home and community-based settings where they live. As the baby boomer population ages, Seniors, who comprise a significant majority of our patients, will represent a higher percentage of the overall population. Given the proven value proposition of home-based health services, we believe patients will increasingly seek treatment and referral sources and payors will increasingly support treatment in homes more often than in higher cost, less convenient, higher acuity institutional settings.

The vast majority of patients we serve in our provider businesses are served in the home, and we have purposefully continued to expand our service offering and footprint to serve patients in this lower cost setting. Since 2019, we built upon supportive care services to patients, as we have meaningfully expanded our footprint of highly clinical and expert services to home health, rehabilitation, and hospice patients to address a large national healthcare need and more completely and better serve Senior and Specialty patients in the home as evidenced by continued census growth within the Provider Services segment. Our complementary services that address the multiple needs of these patient populations will increasingly provide integrated care opportunities to provide more complete and better coordinated services to patients across health settings and stages.

Stable Reimbursement Environment Across our Portfolio of Businesses

Our revenue is dependent upon our contracts and relationships with payors for our "must-serve" patient populations. We partner with a large and diverse set of payor groups nationally and in each of our markets, to form provider networks and to lower the overall cost of care. We structure our payor contracts to help both providers and payors achieve their objectives in a mutually aligned manner. Maintaining, supporting, and both deepening and increasing the number of these contracts and relationships, particularly as we continue to grow market share and enter new markets, is important for our long-term success.

We have observed relatively stable reimbursement rates from government and commercial payors in our pharmacy and provider services over a number of years, particularly for services provided to high-need, medically complex populations. Due to the medical necessity of our services, which are lower cost than healthcare services provided in other settings and reduce ER, hospital and institutional facility utilization, we have a history of reimbursement stability.

Culture of Quality and Compliance and Consistent Operations Execution

Quality and compliance are central to our strategies and mission. We have demonstrated leading and excellent service and customer/patient/family satisfaction scores across the organization, as referenced in prior filings such as our Form 10-K. In addition to quality and compliance resources and programs in field operations, we invest in people, training, auditing, signature programs, accreditations, advocacy, and technologies to support quality, compliance, and safety as part of our "Quality First" framework. We have demonstrated consistently high and often leading marks for service levels, satisfaction scores, and quality metrics in our industries.

Operational excellence is also an ongoing focus at the Company, including how we collect and share key metrics, hold operational reviews, audit, conduct training, deploy expert support resources, execute on corrective and preventative actions, and implement continuous improvement initiatives across the organization. We have continued to make investments in automation, data, and technology systems to support enhanced workflows, further scale, and future growth across service lines.

Ability to Build De Novo Locations

We have a proven ability to augment growth of existing operations by expanding our presence and opening new locations - in both of our reportable segments, Pharmacy Solutions and Provider Services - across geographies with consistent ramp-up in performance after site opening. We believe our platform can continue to build further scale nationally, adding density to additional and targeted key markets as a lever to facilitate maximum pharmacy and provider services overlap, integrated and value-based care, and growth. The Company's geographic and operations scale, and platform of complementary segments and service lines, provides us with access to more de novo opportunities to consider and prioritize.

We typically identify and open new locations within proximity of an existing location as we leverage existing market knowledge and presence to expand in target markets, regions, and states. Our internal support resources in real estate, purchasing, IT, credentialing, payor contracting, HR, and sales and marketing, along with our Project Management Office, help to support and manage de novo locations from start to opening. We expect to continue to selectively and strategically expand our footprint within the United States and extend our service offerings to our patients and for customers, referral sources, and payors. We believe de novo investments facilitate more integrated care capability and are a meaningful organic growth driver for the Company.

Ability to Facilitate Integrated Care

Our operating model consists of complementary pharmacy and provider services that high-need Senior and Specialty populations require, and it is designed to increasingly coordinate, manage, and serve patients across our various needs and settings over time, leading to improved patient, family, physician, and referral source satisfaction, improved payor experiences, and better

outcomes. Our performance and potential to drive increased service volume for increased patient and health outcomes impact is driven partly by our appeal with our patients, families, customers, referral sources, and payors to provide multiple integrated care services - either in the same setting at the same time or across settings and stages of health - within our collection of pharmacy solutions and provider services and differentiated overall capabilities.

We provide multiple pharmacy and provider services to approximately 9,500 patients today, and we believe that there are substantially more opportunities to deliver more integrated care, given the hundreds of thousands of patients we serve and a similar number of patients discharging from customers annually. Value-add, beneficial, and multiple integrated care opportunities exist for our customer base and all Senior and Specialty patient populations not only across pharmacy and provider services, but also within each segment. Within pharmacy services, Continue CareRx is aimed at providing medication risk and therapy management continuously and longitudinally post discharge from hospitals and skilled nursing customers. Within provider services, patients often transition from home health to hospice services and can receive therapy and supportive care services concurrent with each other and with home health and hospice.

Aligning to Value-Based Care Reimbursement Models with Innovative Solutions

The scale and depth of our complimentary platform of diverse yet related customer and patient services - that complex patients require - positions us at the forefront with governmental and commercial payors who are increasingly seeking ways to expand value-based reimbursement models. Our high-quality services that are delivered in home and community-based and patient and family-preferred settings at lower comparable costs are well-positioned for the long term, and we continue to add wraparound care management capabilities and offerings to our core services. In addition to our large Medicare and Medicaid beneficiary populations, we have a large number of non-governmental payor contracts across the organization today, which both diversifies our payor mix, and provides for additional value-based opportunities and partnerships. The Company's focused build out of its (i) Home-Based Primary Care, transitional care programs, and in-home medication therapy management, and (ii) Clinical (Nursing) Hub, are key enablers to coordinate base pharmacy and provider services and drive improved quality and lower costs for value-based care constructs. In addition to numerous payor contracts that feature reimbursement incentives, in the past year the Company has entered into several accountable care organization ("ACO") arrangements to participate in shared savings from its attributed primary care patients and other ACO partnerships and contract as a preferred provider.

Components of Results of Operations

Revenues. The Company recognizes the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. For transactions involving the transfer of goods, revenues are primarily recognized when the customer obtains control of the products sold, which is generally upon shipment or delivery, depending on the delivery terms specified in the sales agreement. For transactions exclusively involving provision of services, revenues are recognized over time based on an appropriate measure of progress.

Cost of Goods and Cost of Services. We classify expenses directly related to providing goods and services, including depreciation and amortization, as cost of goods and cost of services. Direct costs and expenses principally include cost of drugs, net of rebates, salaries and benefits for direct care and service professionals, contracted labor costs, insurance costs, transportation costs for clients requiring services, certain client expenses such as food, supplies and medicine, residential occupancy expenses, which primarily comprise rent and utilities, and other miscellaneous direct goods or service-related expenses.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses consist of expenses incurred in support of our operations and administrative functions and include labor costs, such as salaries, bonuses, commissions, benefits, and travel-related expenses, distribution expenses, facilities rental costs, third-party revenue cycle management costs, and corporate support costs including finance, information technology, legal costs and settlements, human resources, procurement, and other administrative costs.

Interest Expense, net. Interest expense, net includes the debt service costs associated with our various debt instruments, including our First Lien Facilities, and the amortization of related deferred financing fees, which are amortized over the term of the respective credit agreement. Interest expense, net also includes the portion of the gain or loss on our interest rate swap agreements that is reclassified into earnings.

Income Tax Expense. Our provision for income taxes is based on permanent book/tax differences and statutory tax rates in the various jurisdictions in which we operate. Significant estimates and judgments are required in determining the provision for income taxes.

Results of Operations

Consolidated Results of Operations

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth, for the periods indicated, our consolidated results of operations.

($ in thousands)

For the Three Months Ended June 30,

Change

2026

2025

Amount

%

Revenues:

Products

$

3,407,173

$

2,790,101

$

617,072

22.1

%

Services

465,967

357,597

108,370

30.3

%

Total revenues

3,873,140

3,147,698

725,442

23.0

%

Cost of goods

3,108,992

2,556,402

552,590

21.6

%

Cost of services

271,402

216,444

54,958

25.4

%

Gross profit

492,746

374,852

117,894

31.5

%

Selling, general, and administrative expenses

362,355

326,295

36,060

11.1

%

Operating income

130,391

48,557

81,834

168.5

%

Interest expense, net

36,879

38,778

(1,899

)

(4.9

)%

Income from continuing operations before income taxes

93,512

9,779

83,733

n.m.

Income tax expense

6,908

1,238

5,670

n.m.

Net income from continuing operations

$

86,604

$

8,541

$

78,063

n.m.

Adjusted EBITDA (1)

$

205,505

$

142,517

$

62,988

44.2

%

* n.m.: not meaningful

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled "Non-GAAP Financial Measures."

The following discussion of our results of operations should be read in conjunction with the foregoing table summarizing our consolidated results of operations.

Revenues

Revenues were $3,873.1 million for the three months ended June 30, 2026, as compared with $3,147.7 million for the three months ended June 30, 2025, an increase of $725.4 million or 23.0%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in "-Segment Results of Operations" below.

Cost of Goods

Cost of goods was $3,109.0 million for the three months ended June 30, 2026, as compared with $2,556.4 million for the three months ended June 30, 2025, an increase of $552.6 million or 21.6%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in "-Segment Results of Operations" below.

Cost of Services

Cost of services was $271.4 million for the three months ended June 30, 2026, as compared with $216.4 million for the three months ended June 30, 2025, an increase of $55.0 million or 25.4%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in "-Segment Results of Operations" below.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $362.4 million for the three months ended June 30, 2026, as compared with $326.3 million for the three months ended June 30, 2025, an increase of $36.1 million or 11.1%. The increase primarily resulted from the following segment activity and factors:

an increase of $44.2 million, or 13.5%, on consolidated second quarter of 2025 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in "-Segment Results of Operations" below;
an increase of $5.1 million, or 1.6%, on consolidated second quarter of 2025 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year; offset by,
a decrease of $13.2 million, or 4.0%, on consolidated second quarter of 2025 selling, general, and administrative expenses, as a result of a decrease in acquisition, integration, and transaction-related costs year-over-year.

Interest Expense, net

Interest expense, net was $36.9 million for the three months ended June 30, 2026, as compared with $38.8 million for the three months ended June 30, 2025, a decrease of $1.9 million or 4.9%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the three months ended June 30, 2026 as compared to the prior period and lower outstanding term debt as compared to the prior period, and was partially offset by a $4.0 million decrease in interest income received related to cash flow hedges of interest rate risk.

Income Tax Expense

Income tax expense was $6.9 million for the three months ended June 30, 2026, as compared with $1.2 million for the three months ended June 30, 2025. The $5.7 million increase in the income tax expense is primarily driven by the increase in pre-tax book income for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, which was partially offset by a lower effective tax rate for the three months ended June 30, 2026 of 7.4% compared to 12.7% for the three months ended June 30, 2025. The lower effective tax rate was primarily driven by higher excess tax benefits recognized on share-based compensation awards during 2026. These favorable impacts were partially offset by limitations on the deductibility of certain executive compensation.

Net Income

Net income was $86.6 million for the three months ended June 30, 2026, as compared with $8.5 million for the three months ended June 30, 2025, an increase of $78.1 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, partially offset by an increase in selling, general, and administrative expenses and income tax expense.

Adjusted EBITDA (1)

Adjusted EBITDA was $205.5 million for the three months ended June 30, 2026, as compared with $142.5 million for the three months ended June 30, 2025, an increase of $63.0 million or 44.2%. The increase primarily resulted from the following segment activity and factors:

an increase of $73.8 million, or 51.8%, on consolidated second quarter of 2025 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in "-Segment Results of Operations" below; offset by
a decrease of $10.8 million, or 7.6%, on consolidated second quarter of 2025 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business.

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled "Non-GAAP Financial Measures."

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth, for the periods indicated, our consolidated results of operations.

($ in thousands)

For the Six Months Ended June 30,

Change

2026

2025

Amount

%

Revenues:

Products

$

6,578,522

$

5,322,272

$

1,256,250

23.6

%

Services

908,339

703,555

204,784

29.1

%

Total revenues

7,486,861

6,025,827

1,461,034

24.2

%

Cost of goods

5,979,567

4,884,617

1,094,950

22.4

%

Cost of services

532,326

427,989

104,337

24.4

%

Gross profit

974,968

713,221

261,747

36.7

%

Selling, general, and administrative expenses

723,128

613,925

109,203

17.8

%

Operating income

251,840

99,296

152,544

153.6

%

Interest expense, net

75,494

80,541

(5,047

)

(6.3

)%

Income from continuing operations before income taxes

176,346

18,755

157,591

n.m.

Income tax expense

15,459

998

14,461

n.m.

Net income from continuing operations

$

160,887

$

17,757

$

143,130

n.m.

Adjusted EBITDA (1)

$

395,266

$

273,579

$

121,687

44.5

%

* n.m.: not meaningful

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled "Non-GAAP Financial Measures."

The following discussion of our results of operations should be read in conjunction with the foregoing table summarizing our consolidated results of operations.

Revenues

Revenues were $7,486.9 million for the six months ended June 30, 2026, as compared with $6,025.8 million for the six months ended June 30, 2025, an increase of $1,461.0 million or 24.2%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in "-Segment Results of Operations" below.

Cost of Goods

Cost of goods was $5,979.6 million for the six months ended June 30, 2026, as compared with $4,884.6 million for the six months ended June 30, 2025, an increase of $1,095.0 million or 22.4%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in "-Segment Results of Operations" below.

Cost of Services

Cost of services was $532.3 million for the six months ended June 30, 2026, as compared with $428.0 million for the six months ended June 30, 2025, an increase of $104.3 million or 24.4%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in "-Segment Results of Operations" below.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $723.1 million for the six months ended June 30, 2026, as compared with $613.9 million for the six months ended June 30, 2025, an increase of $109.2 million or 17.8%. The increase primarily resulted from the following segment activity and factors:

an increase of $117.8 million, or 19.2%, on consolidated 2025 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in "-Segment Results of Operations" below; offset by,
a decrease of $8.6 million, or 1.4%, on consolidated 2025 selling, general, and administrative expenses, as a result of a decrease in other operational expenses year-over-year.

Interest Expense, net

Interest expense, net was $75.5 million for the six months ended June 30, 2026, as compared with $80.5 million for the six months ended June 30, 2025, a decrease of $5.0 million or 6.3%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the six months ended June 30, 2026 as compared to the prior period and lower outstanding term debt as compared to the prior period, and was partially offset by a $7.8 million decrease in interest income received related to cash flow hedges of interest rate risk.

Income Tax Expense

Income tax expense was $15.5 million for the six months ended June 30, 2026, as compared with $1.0 million for the six months ended June 30, 2025. The $14.5 million increase in the income tax expense is primarily driven by the increase in pre-tax book income for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, and an increase in the effective tax rate for the six months ended June 30, 2026 of 8.8% compared to 5.3% for the six months ended June 30, 2025. The increase in the effective tax rate is primarily attributable to the comparatively favorable impact of year-to-date discrete tax benefits on pre-tax income in each respective period. These favorable impacts were partially offset by limitations on the deductibility of certain executive compensation.

Excess tax benefits associated with share-based compensation are recorded as discrete tax items in the period in which the related awards vest or are exercised. Accordingly, the amount of such benefits may fluctuate significantly from period to period based on the Company's stock price and employee vesting and exercise activity.

Net Income

Net income was $160.9 million for the six months ended June 30, 2026, as compared with $17.8 million for the six months ended June 30, 2025, an increase of $143.1 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, partially offset by an increase in selling, general, and administrative expenses and income tax expense.

Adjusted EBITDA (1)

Adjusted EBITDA was $395.3 million for the six months ended June 30, 2026, as compared with $273.6 million for the six months ended June 30, 2025, an increase of $121.7 million or 44.5%. The increase primarily resulted from the following segment activity and factors:

an increase of $142.0 million, or 51.9%, on consolidated 2025 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in "-Segment Results of Operations" below; offset by
a decrease of $20.3 million, or 7.4%, on consolidated 2025 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business.

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled "Non-GAAP Financial Measures."

Segment Results of Operations

Pharmacy Solutions Segment

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth, for the periods indicated, our segment results of operations for Pharmacy Solutions.

Pharmacy Solutions

($ in thousands, except Business Metrics)

For the Three Months Ended

June 30,

Change

2026

2025

Amount

%

Revenues

$

3,407,173

$

2,790,101

$

617,072

22.1

%

Cost of goods

3,108,992

2,556,402

552,590

21.6

%

Gross profit

298,181

233,699

64,482

27.6

%

Selling, general, and administrative expenses

143,612

136,040

7,572

5.6

%

Segment operating income

$

154,569

$

97,659

$

56,910

58.3

%

Segment EBITDA

$

180,049

$

124,692

$

55,357

44.4

%

Business Metrics:

Prescriptions dispensed

10,844,038

10,851,773

(7,735

)

(0.1

)%

Revenue per script

$

314.20

$

257.11

$

57.09

22.2

%

Gross profit per script

$

27.50

$

21.54

$

5.96

27.7

%

The following discussion of our Pharmacy Solutions segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.

Revenues

Revenues were $3,407.1 million for the three months ended June 30, 2026, as compared with $2,790.1 million for the three months ended June 30, 2025, an increase of $617.1 million or 22.1%. The increase primarily resulted from volume growth in prescriptions dispensed within Specialty and Infusion Pharmacy partially offset by a decline in prescriptions dispensed within Home and Community Pharmacy. Revenues attributable to Specialty and Infusion Pharmacy were $2,867.5 million for the three months ended June 30, 2026, as compared with $2,203.4 million for the three months ended June 30, 2025, an increase of $664.1 million or 30.1% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $539.6 million for the three months ended June 30, 2026, as compared with $586.7 million for the three months ended June 30, 2025, a decrease of $47.1 million or 8.0%, primarily attributable to impacts from the Inflation Reduction Act, which has resulted in significant reductions in federal healthcare spending, including through mandatory Medicare drug price negotiations and rebates, and statutory caps on negotiated prices.

The increase in revenue per prescription dispensed is due to mix changes year-over-year and a greater relative increase in volume growth in certain specialty brand drugs, which carry a higher revenue per prescription dispensed.

Cost of Goods

Cost of goods was $3,109.0 million for the three months ended June 30, 2026, as compared with $2,556.4 million for the three months ended June 30, 2025, an increase of $552.6 million or 21.6%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift.

Gross profit was $298.2 million for the three months ended June 30, 2026, as compared with $233.7 million for the three months ended June 30, 2025, an increase of $64.5 million or 27.6%. The increase primarily resulted from the aforementioned revenue growth in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins.

Gross profit margin for the three months ended June 30, 2026 was 8.8% compared to 8.4% for the three months ended June 30, 2025. The increase in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Specialty and Infusion Pharmacy, along with product-level mix shifts and rate changes, partially offset by an increase in the fulfillment cost per script in Home and Community Pharmacy.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $143.6 million for the three months ended June 30, 2026, as compared with $136.0 million for the three months ended June 30, 2025, an increase of $7.6 million or 5.6%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period.

Segment EBITDA

Segment EBITDA was $180.0 million for the three months ended June 30, 2026, as compared with $124.7 million for the three months ended June 30, 2025, an increase of $55.4 million or 44.4%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 11 "Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth, for the periods indicated, our segment results of operations for Pharmacy Solutions.

Pharmacy Solutions

($ in thousands, except Business Metrics)

For the Six Months Ended

June 30,

Change

2026

2025

Amount

%

Revenues

$

6,578,522

$

5,322,272

$

1,256,250

23.6

%

Cost of goods

5,979,567

4,884,617

1,094,950

22.4

%

Gross profit

598,955

437,655

161,300

36.9

%

Selling, general, and administrative expenses

300,646

251,778

48,868

19.4

%

Segment operating income

$

298,309

$

185,877

$

112,432

60.5

%

Segment EBITDA

$

349,117

$

240,418

$

108,699

45.2

%

Business Metrics:

Prescriptions dispensed

21,573,914

21,729,067

(155,153

)

(0.7

)%

Revenue per script

$

304.93

$

244.94

$

59.99

24.5

%

Gross profit per script

$

27.76

$

20.14

$

7.62

37.8

%

The following discussion of our Pharmacy Solutions segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.

Revenues

Revenues were $6,578.5 million for the six months ended June 30, 2026, as compared with $5,322.3 million for the six months ended June 30, 2025, an increase of $1,256.3 million or 23.6%. The increase primarily resulted from volume growth in prescriptions dispensed within Specialty and Infusion Pharmacy partially offset by a decline in prescriptions dispensed within Home and Community Pharmacy. Revenues attributable to Specialty and Infusion Pharmacy were $5,511.8 million for the six months ended June 30, 2026, as compared with $4,154.9 million for the six months ended June 30, 2025, an increase of $1,356.9 million or 32.7% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $1,066.7 million for the six months ended June 30, 2026, as compared with $1,167.4 million for the six months ended June 30, 2025, a decrease of $100.7 million or 8.6%, primarily attributable to impacts from the Inflation Reduction Act, which has resulted in significant reductions in federal healthcare spending, including through mandatory Medicare drug price negotiations and rebates, and statutory caps on negotiated prices.

The increase in revenue per prescription dispensed is due to mix changes year-over-year and a greater relative increase in volume growth in certain specialty brand drugs, which carry a higher revenue per prescription dispensed.

Cost of Goods

Cost of goods was $5,979.6 million for the six months ended June 30, 2026, as compared with $4,884.6 million for the six months ended June 30, 2025, an increase of $1,095.0 million or 22.4%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift.

Gross profit was $599.0 million for the six months ended June 30, 2026, as compared with $437.7 million for the six months ended June 30, 2025, an increase of $161.3 million or 36.9%. The increase primarily resulted from the aforementioned revenue growth

in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins.

Gross profit margin for the six months ended June 30, 2026 was 9.1% compared to 8.2% for the six months ended June 30, 2025. The increase in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Specialty and Infusion Pharmacy, along with product-level mix shifts and rate changes, partially offset by an increase in the fulfillment cost per script in Home and Community Pharmacy.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $300.6 million for the six months ended June 30, 2026, as compared with $251.8 million for the six months ended June 30, 2025, an increase of $48.9 million or 19.4%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period.

Segment EBITDA

Segment EBITDA was $349.1 million for the six months ended June 30, 2026, as compared with $240.4 million for the six months ended June 30, 2025, an increase of $108.7 million or 45.2%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 11 "Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.

Provider Services Segment

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

The following table sets forth, for the years indicated, our segment results of operations for Provider Services.

Provider Services

($ in thousands, except Business Metrics)

For the Three Months Ended

June 30,

Change

2026

2025

Amount

%

Revenues

$

465,967

$

357,597

$

108,370

30.3

%

Cost of services

271,402

216,444

54,958

25.4

%

Gross profit

194,565

141,153

53,412

37.8

%

Selling, general, and administrative expenses

128,515

91,871

36,644

39.9

%

Segment operating income

$

66,050

$

49,282

$

16,768

34.0

%

Segment EBITDA

$

74,861

$

56,456

$

18,405

32.6

%

Business Metrics:

Home Health Care average daily census

46,448

30,085

16,363

54.4

%

Rehab Care persons served

7,755

7,119

636

8.9

%

Personal Care persons served

16,357

16,138

219

1.4

%

The following discussion of our Provider Services segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.

Revenues

Revenues were $466.0 million for the three months ended June 30, 2026, as compared with $357.6 million for the three months ended June 30, 2025, an increase of $108.4 million or 30.3%. The increase primarily resulted from the following segment activity and factors:

a $77.9 million, or 21.8%, increase from the Amedisys and LHC Branches acquisition; and
a $30.5 million, or 8.5%, increase primarily from volume growth as well as rate increases received during the period.

Revenues attributable to Home Health Care were $277.6 million for the three months ended June 30, 2026, as compared with $184.5 million for the three months ended June 30, 2025, an increase of $93.1 million or 50.5%. Revenues attributable to Rehab Care were $81.9 million for the three months ended June 30, 2026, as compared with $73.2 million for the three months ended June 30, 2025, an increase of $8.7 million or 11.9%. Revenues attributable to Personal Care were $106.5 million for the three months ended June 30, 2026, as compared with $99.9 million for the three months ended June 30, 2025, an increase of $6.6 million or 6.6%.

Cost of Services

Cost of services was $271.4 million for the three months ended June 30, 2026, as compared with $216.4 million for the three months ended June 30, 2025, an increase of $55.0 million or 25.4%. The increase primarily resulted from the aforementioned revenue growth.

Gross profit was $194.6 million for the three months ended June 30, 2026, as compared with $141.2 million for the three months ended June 30, 2025, an increase of $53.4 million or 37.8%. The increase primarily resulted from the aforementioned revenue growth and costs of services improvements in the period.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $128.5 million for the three months ended June 30, 2026, as compared with $91.9 million for the three months ended June 30, 2025, an increase of $36.6 million or 39.9%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period.

Segment EBITDA

Segment EBITDA was $74.9 million for the three months ended June 30, 2026, as compared with $56.5 million for the three months ended June 30, 2025, an increase of $18.4 million or 32.6%. The increase primarily resulted from the aforementioned revenue growth. See Note 11 "Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

The following table sets forth, for the years indicated, our segment results of operations for Provider Services.

Provider Services

($ in thousands, except Business Metrics)

For the Six Months Ended

June 30,

Change

2026

2025

Amount

%

Revenues

$

908,339

$

703,555

$

204,784

29.1

%

Cost of services

532,326

427,989

104,337

24.4

%

Gross profit

376,013

275,566

100,447

36.5

%

Selling, general, and administrative expenses

250,937

181,973

68,964

37.9

%

Segment operating income

$

125,076

$

93,593

$

31,483

33.6

%

Segment EBITDA

$

140,841

$

107,536

$

33,305

31.0

%

Business Metrics:

Home Health Care average daily census

46,258

30,163

16,095

53.4

%

Rehab Care persons served

7,688

6,909

779

11.3

%

Personal Care persons served

16,219

16,001

218

1.4

%

The following discussion of our Provider Services segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.

Revenues

Revenues were $908.4 million for the six months ended June 30, 2026, as compared with $703.5 million for the six months ended June 30, 2025, an increase of $204.8 million or 29.1%. The increase primarily resulted from the following segment activity and factors:

a $156.4 million, or 22.2%, increase from the Amedisys and LHC Branches acquisition; and
a $48.4 million, or 6.9%, increase primarily from volume growth as well as rate increases received during the period.

Revenues attributable to Home Health Care were $543.3 million for the six months ended June 30, 2026, as compared with $362.9 million for the six months ended June 30, 2025, an increase of $180.4 million or 49.7%. Revenues attributable to Rehab Care were $156.7 million for the six months ended June 30, 2026, as compared with $143.0 million for the six months ended June 30, 2025, an increase of $13.7 million or 9.6%. Revenues attributable to Personal Care were $208.4 million for the six months ended June 30, 2026, as compared with $197.6 million for the six months ended June 30, 2025, an increase of $10.8 million or 5.5%.

Cost of Services

Cost of services was $532.3 million for the six months ended June 30, 2026, as compared with $428.0 million for the six months ended June 30, 2025, an increase of $104.3 million or 24.4%. The increase primarily resulted from the aforementioned revenue growth.

Gross profit was $376.0 million for the six months ended June 30, 2026, as compared with $275.6 million for the six months ended June 30, 2025, an increase of $100.4 million or 36.5%. The increase primarily resulted from the aforementioned revenue growth and costs of services improvements in the period.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $250.9 million for the six months ended June 30, 2026, as compared with $182.0 million for the three months ended June 30, 2025, an increase of $69.0 million or 37.9%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period.

Segment EBITDA

Segment EBITDA was $140.8 million for the six months ended June 30, 2026, as compared with $107.5 million for the six months ended June 30, 2025, an increase of $33.3 million or 31.0%. The increase primarily resulted from the aforementioned revenue growth. See Note 11 "Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.

Non-GAAP Financial Measures

In addition to our results of operations prepared in accordance with U.S. GAAP, which we have discussed above, we also evaluate our financial performance using EBITDA, Adjusted EBITDA, and Adjusted EPS. These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with U.S. GAAP, such as net income and diluted EPS. Rather, we present EBITDA, Adjusted EBITDA, and Adjusted EPS as supplemental measures of our performance.

EBITDA, Adjusted EBITDA, and Adjusted EPS

The following are key financial metrics and, when used in conjunction with U.S. GAAP measures, we believe they provide useful information for evaluating our core business performance, enable comparison of financial results across periods, and allow for greater transparency with respect to key metrics used by management for financial and operational decision-making. We define EBITDA as net income before income tax expense, interest expense, net, and depreciation and amortization. Adjusted EBITDA and Adjusted EPS exclude certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by management to not be indicative of the performance of our core operations, including non-cash, share-based compensation; acquisition, integration, and transaction-related costs; and restructuring and divestiture-related and other costs. In determining which adjustments are made to arrive at Adjusted EBITDA and Adjusted EPS, management considers both (1) certain non-recurring, infrequent, non-cash, or unusual items, which can vary significantly from year to year, as well as (2) certain other items that may be recurring, frequent, or settled in cash but which management does not believe are indicative of our core operating performance. The financial measure calculated under U.S. GAAP which is most directly comparable to Adjusted EBITDA is net income. The financial measure calculated under U.S. GAAP which is most directly comparable to Adjusted EPS is diluted EPS.

We have historically incurred substantial acquisition, integration, and transaction-related costs. The underlying acquisition activities take place over a defined timeframe, have distinct project timelines, and are incremental to activities and costs that arise in the ordinary course of our business. Therefore, we have excluded these costs from our Adjusted EBITDA and Adjusted EPS because it provides management a normalized view of our core, ongoing operations after integrating our acquired companies.

EBITDA, Adjusted EBITDA, and Adjusted EPS are not measures of financial performance under U.S. GAAP and should be considered in addition to, and not as a substitute for, net income, diluted EPS or other financial measures calculated in accordance with U.S. GAAP. Our method of determining non-GAAP financial measures may differ from other companies' financial measures and therefore may not be comparable to methods used by other companies.

Given our determination of adjustments in arriving at our computations of EBITDA, Adjusted EBITDA and Adjusted EPS, these non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to net income or loss, operating income or loss, earnings or loss per diluted share, cash flows from operating activities, total indebtedness, or any other financial measures calculated in accordance with U.S. GAAP.

The following table reconciles net income from continuing operations to EBITDA and Adjusted EBITDA:

($ in thousands)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Net income from continuing operations

$

86,604

$

8,541

$

160,887

$

17,757

Income tax expense

6,908

1,238

15,459

998

Interest expense, net

36,879

38,778

75,494

80,541

Depreciation and amortization

41,423

41,839

80,517

82,671

EBITDA

$

171,814

$

90,396

$

332,357

$

181,967

Non-cash share-based compensation (1)

19,488

19,508

32,604

31,982

Acquisition, integration, and transaction-related costs (2)

6,630

19,828

12,730

29,349

Restructuring and divestiture-related and other costs (3)

7,573

12,785

17,575

30,281

Total adjustments

$

33,691

$

52,121

$

62,909

$

91,612

Adjusted EBITDA

$

205,505

$

142,517

$

395,266

$

273,579

(1)
Represents non-cash share-based compensation to certain members of our management and full-time employees.
(2)
Represents transaction costs incurred in connection with planned, completed, or terminated acquisitions, which include investment banking fees, legal diligence and related documentation costs, finance and accounting diligence and documentation; costs associated with the integration of acquisitions, including any facility consolidation, integration travel, or severance; and costs associated with other planned, completed, or terminated non-routine transactions.
(3)
Represents costs associated with restructuring-related activities, including closure, and related license impairment, and severance expenses associated with certain enterprise-wide or significant business line cost-savings measures.

The following table reconciles diluted EPS to Adjusted EPS:

(shares in thousands)

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

2026

2025

2026

2025

Diluted EPS

$

0.39

$

0.04

$

0.73

$

0.09

Non-cash share-based compensation (1)

0.09

0.09

0.15

0.15

Acquisition, integration, and transaction-related costs (1)

0.03

0.09

0.06

0.14

Restructuring and divestiture-related and other costs (1)

0.03

0.06

0.08

0.14

Income tax impact on adjustments (2)

(0.09

)

(0.06

)

(0.19

)

(0.10

)

Adjusted EPS

$

0.45

$

0.22

$

0.83

$

0.42

Weighted average common shares outstanding used in calculating
diluted U.S. GAAP net income per share

220,276

216,336

221,191

214,963

Weighted average common shares outstanding used in calculating
diluted Non-GAAP income per share

220,276

216,336

221,191

214,963

(1)
This adjustment reflects the per share impact of the adjustment reflected within the definition of Adjusted EBITDA.
(2)
The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate for the respective non-GAAP adjustment. For all periods presented, the income tax impact on adjustments is inclusive of a discrete tax benefit related to share-based compensation.

Liquidity and Capital Resources

Our principal sources of cash have historically been from operating activities. Our principal source of liquidity in excess of cash from operating activities has historically been from proceeds from our debt facilities and issuances of common stock. Our principal uses of cash and liquidity have historically been for acquisitions, debt service requirements, and financing of working capital. We believe that our operating cash flows, available cash on hand, and availability under our Revolving Credit Facility and the LC Facility will be sufficient to meet our cash requirements for the next twelve months and beyond. Our cash flows are primarily provided by the continuing operations of the Company. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing, and structure of any future acquisitions, future capital investments, and future results of operations. We cannot assure you that cash provided by operating activities or cash and cash equivalents will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that

indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

We evaluate our liquidity based upon the availability we have under our First Lien Facilities in addition to the net cash provided by (used in) operating, investing, and financing activities. Specifically, we review the activity under the Revolving Credit Facility and the LC Facility and consider period end balances outstanding under the Revolving Credit Facility and the LC Facility. Based upon the outstanding borrowings and letters of credit under the Revolving Credit Facility and the LC Facility, we calculate the availability for incremental borrowings under the Revolving Credit Facility and the LC Facility. Such amount, in addition to cash on our balance sheet, is what we consider to be our "Total Liquidity."

The following table provides a calculation of our Total Liquidity:

($ in thousands)

For the Six Months Ended June 30,

For the Year Ended
December 31,

2026

2025

Revolving Credit Facility Rollforward

Beginning Revolving Credit Facility balance

$

-

$

63,300

Repayments of the Revolving Credit Facility, net

-

(63,300

)

Ending Revolving Credit Facility balance

$

-

$

-

Calculation of Revolving Credit Facility and LC Facility availability

Revolving Credit Facility and LC Facility limit

$

540,000

$

540,000

Less: outstanding Revolving Credit Facility balance

-

-

Less: outstanding letters of credit subject to LC Sublimit

-

-

Less: outstanding letters of credit under the LC Facility

63,909

62,790

End of period Revolving Credit Facility and LC Facility availability

476,091

477,210

End of period cash balance

550,381

88,370

Total Liquidity, end of period

$

1,026,472

$

565,580

Cash Flow Activity

The activity discussed in this section relates to our consolidated company results and includes the impacts of discontinued operations.

Six Months Ended June 30, 2026 and 2025

The following table sets forth a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods presented:

($ in thousands)

For the Six Months Ended June 30,

2026

2025

Variance

Net cash provided by operating activities

$

166,859

$

150,674

$

16,185

Net cash provided by (used in) investing activities

$

719,195

$

(47,434

)

$

766,629

Net cash used in financing activities

$

(424,150

)

$

(94,261

)

$

(329,889

)

Operating Activities

Net cash provided by operating activities was $166.9 million for the six months ended June 30, 2026, compared to $150.7 million for the six months ended June 30, 2025. The change was primarily due to the following:

a $152.5 million increase in operating income from continuing operations in 2026 as compared to 2025;
a $20.6 million decrease in cash outflows for interest, net primarily as a result of a reduction in the variable-rate and applicable margin on our outstanding term debt, and refinancing of our First Lien in the second fiscal quarter of 2026; offset by
a $143.7 million increase in cash outflows for income taxes, which includes $97.0 million of taxes paid as a result of the Community Living divestiture; and
a $17.0 million increase in transaction costs related to the closing of the Community Living divestiture in the first fiscal quarter of 2026.

Investing Activities

Net cash provided by (used in) investing activities increased by $766.6 million, from a cash outflow of $47.4 million in the six months ended June 30, 2025 to a cash inflow of $719.2 million in the six months ended June 30, 2026. The increase was primarily due to proceeds from the sale of our Community Living business of $810.9 million, offset by a $35.4 million decrease in cash paid for acquisitions in 2026 compared to 2025.

Financing Activities

Net cash used in financing activities was $424.2 million for the six months ended June 30, 2026, primarily attributable to repayments on our long-term debt of $320.5 million, repurchase of shares of common stock of $120.0 million in connection with the March and June 2026 secondary offerings, and payment of finance lease obligations of $5.8 million, offset by the net proceeds from share-based compensation and settlement of equity awards of $25.8 million and other financing activities.

Net cash used in financing activities was $94.3 million for the six months ended June 30, 2025, primarily attributable to repayments on our long-term debt of $23.7 million, net repayments on our Revolving Credit Facility of $63.3 million, payment of financing lease obligations of $6.7 million, and other financing activities.

Debt

We typically incur debt to finance mergers and acquisitions, and we borrow under our Revolving Credit Facility for working capital purposes, as well as to finance acquisitions, as needed. Below is a summary of our long-term indebtedness as of June 30, 2026 and December 31, 2025.

First Lien Credit Agreement

On March 5, 2019, the Company entered into the First Lien Credit Agreement, among Phoenix Intermediate Holdings Inc., as Holdings, Phoenix Guarantor Inc., as the Borrower, the several lenders from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and Collateral Agent (the "First Lien Credit Agreement"). On December 11, 2024 we amended the First Lien to refinance the outstanding principal by establishing Tranche B-5 in an aggregate principal amount of $2,553.2 million at a rate equal to SOFR plus 2.50% or ABR plus 1.50% with a maturity date of February 21, 2031.

On May 28, 2026, we used a portion of the net proceeds received from the Community Living divestiture to repay $300.0 million of the borrowing under Tranche B-5, and amended the First Lien to establish a new Tranche B-6 Term Loan ("Tranche B-6") in an aggregate principal amount of $2,214.9 million. The proceeds from Tranche B-6 borrowings were used to refinance the equivalent amount of the remaining Tranche B-5, after the aforementioned debt paydown, at a rate equal to SOFR plus 2.00% or ABR plus 1.00% with a maturity date of February 21, 2031. The transaction was accounted for as a debt modification. Principal payments are due on the last business day of each quarter, which will commence in the third fiscal quarter of 2026 and equate to 0.25% of the principal at issuance, with a balloon payment due February 21, 2031.

For additional information about our First Lien Credit Agreement, see Note 6 of the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q.

The First Lien Credit Agreement described above contain customary negative covenants, including, but not limited to, restrictions on the Company and its restricted subsidiaries' ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends, sell or otherwise transfer assets, prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change their lines of business or fiscal year. In addition, under the Revolving Credit Facility, the Company will not permit the consolidated first lien secured debt to consolidated EBITDA (as defined in the First Lien Credit Agreement) ratio to be greater than 6.90 to 1.00, which shall be tested as of the end of the most recent quarter at any time when the aggregate revolving credit loans exceed 35% of the total revolving credit commitments.

We were in compliance with all applicable financial covenants as of June 30, 2026 and December 31, 2025.

Revolving Credit Facility

In connection with the First Lien debt modification on May 28, 2026, borrowings of the Revolver bear interest at a rate equal to SOFR (with a floor of 0.00%) plus 2.00% for the Revolving Credit Loans or ABR (with a floor of 0.00%) plus 1.00% for the Swingline Loans. Prior to the debt modification, borrowings bore interest at a rate equal to SOFR (with a floor of 0.00%) plus 2.75% for the Revolving Credit Loans and ABR (with a floor of 0.00%) plus 1.75% for the Swingline Loans. The total borrowing capacity under the Revolving Credit Facility included in the First Lien Credit Agreement (the "Revolver") was $475.0 million as of June 30, 2026 and December 31, 2025. As of June 30, 2026 and December 31, 2025, the Company had $475.0 million of borrowing capacity available under the Revolver as there were no borrowings under the Revolver or letters of credit outstanding.

The First Lien Credit Agreement provides for an additional $65.0 million of letter of credit commitments, or the LC Facility, which are not subject to the LC Sublimit. As of June 30, 2026, there were $63.9 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $1.1 million. As of December 31, 2025, there were $62.8 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $2.2 million.

For additional information about our Revolving Credit Facility and LC Facility, see Note 6 of the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q.

Interest Rate Swap Agreements

To manage fluctuations in cash flows resulting from changes in the variable interest rates, the Company entered into receive-variable, pay-fixed interest rate swap agreements. For the six months ended June 30, 2026 and the year ended December 31, 2025, interest expense, net includes interest income received related to cash flow hedges of interest rate risk of $1.0 million and $15.2 million, respectively. Refer to Note 6 within our unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for further discussion.

Tangible Equity Units

Concurrently with the IPO, we issued 8,000,000 Tangible Equity Units ("TEUs"), which have a stated amount of $50.00 per unit. Each TEU is comprised of a prepaid stock purchase contract ("Purchase Contract") and a senior amortizing note ("Amortizing Note") due February 1, 2027, each issued by the Company. The Company will pay equal quarterly cash installments of $0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027. In the aggregate, the annual quarterly cash installments will be equivalent of 6.75% per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note. Refer to Note 7 within our unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for further discussion.

The table below summarizes the total outstanding debt of the Company:

($ in thousands)

Rate

Long-term obligation and note payable

Interest Expense

June 30, 2026

December 31, 2025

June 30, 2026

December 31, 2025

Six Months Ended June 30, 2026

Fiscal Year 2025

First Lien Incremental Term Loan
Tranche B-6 - payable to lenders at
SOFR plus applicable margin

5.62

%

-

$

2,214,872

$

-

$

11,758

$

-

First Lien Incremental Term Loan
Tranche B-5 - payable to lenders at
SOFR plus applicable margin

-

6.22

%

-

2,521,255

63,091

146,482

Revolving Credit Loans - payable to
lenders at SOFR plus applicable
margin

5.62

%

6.47

%

-

-

-

-

Swingline/Base Rate - payable to
lenders at ABR plus applicable
margin

7.75

%

8.50

%

-

-

2,476

6,996

Amortizing Notes

19,278

31,360

1,219

4,183

Notes payable and other

15,103

17,129

434

886

Amortization of deferred financing
costs and other, net of interest
income from cash flow hedges

-

-

(3,484

)

(1,236

)

Total debt

$

2,249,253

$

2,569,744

$

75,494

$

157,311

Less: debt issuance costs, net

58,493

62,200

Total debt, net of debt issuance costs

2,190,760

2,507,544

Less: current portion of long-term debt

41,445

52,340

Total long-term debt, net of current
portion

$

2,149,315

$

2,455,204

Our Company leverage, as calculated under our First Lien Credit Agreement, was 2.15x and 2.99x at June 30, 2026 and December 31, 2025, respectively. The results of the Community Living business are excluded from the calculation for June 30, 2026 since the Company divested the Community Living business prior to the end of the period. The results of the Community Living business are included in the calculation for December 31, 2025 pursuant to the terms of our First Lien Credit Agreement.

Critical Accounting Policies and Use of Estimates

In preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP, we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. There have been no material changes to our critical accounting policies and estimates from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, which are hereby incorporated by reference.

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