Accendra Health (NYSE: ACH) Q2 loss deepens amid revenue drop and debt swap
Accendra Health reported weaker continuing operations for the quarter ended June 30, 2026. Net revenue fell to $613.2 million, down 10.1% from $681.9 million, driven largely by the termination of certain contracts with a commercial payor that had contributed $81 million of revenue over six months.
Cost of net revenue declined less than sales, so gross margin compressed, and selling, general and administrative expenses dropped but remained about 40% of revenue. The company recorded $29.2 million of acquisition-related charges and intangible amortization and $25.8 million of exit and realignment charges, including a large gain on patient service equipment sales and separation costs tied to the prior P&HS divestiture.
Loss from continuing operations widened to $89.1 million for the quarter and $95.5 million year-to-date. Cash and cash equivalents decreased sharply to $7.7 million from $282.0 million at year-end, while long-term debt stood at $1.72 billion, and shareholders’ deficit increased to $550.9 million. A June 2026 balance sheet optimization exchanged almost all unsecured notes into new 9.000% 2032 and 9.750% 2033 senior secured notes, extending maturities but raising coupons and contributing to higher interest expense.
Positive
- Major debt exchange extends maturities: Nearly all 4.500% 2029 and 6.625% 2030 unsecured notes were swapped into 9.000% 2032 and 9.750% 2033 senior secured notes, substantially pushing out bond maturities and eliminating $326 million Term Loan A.
- Revolver liquidity preserved: At June 30, 2026 there were no borrowings under the $300 million revolving credit facility, with $271 million available after letters of credit, providing short-term funding flexibility.
Negative
- Revenue down over 10%: Q2 2026 net revenue fell 10.1% year-over-year to $613.2 million, with broad declines in sleep therapy, home respiratory therapy, wound care and other categories.
- Profitability and cash flow deterioration: Adjusted EBITDA declined from $96.6 million to $60.1 million in Q2, while free cash flow swung from $15.2 million to negative $25.1 million.
- Highly leveraged balance sheet: Long-term debt of $1.72 billion, negative equity of $550.9 million, and higher-rate 9.000% and 9.750% notes increased interest expense to $66.9 million year-to-date.
- Contract loss and separation costs: Termination of major commercial payor contracts (including nearly all capitation revenue) removed 3% of six‑month net revenue and drove $35 million in reimbursable separation costs in 2026.
Filing Explained
At June 30, 2026, $271 million of revolver capacity remained alongside $1,718,063 thousand of debt and no current maturities.
As an unaudited quarterly report, this Form 10-Q updates interim financial statements, risks and liquidity; at
The completed exchange replaced nearly all of the disclosed 2029 and 2030 unsecured notes with 9.000% senior secured notes due 2032 and 9.750% senior secured notes due 2033, creating secured debt obligations rather than an equity issuance.
The completed P&HS sale also leaves the company responsible for 80% of certain buyer separation costs, capped at
Liquidity included
Key Figures
Key Terms
Balance Sheet Optimization Transaction financial
Receivables Sale Program financial
capitation arrangements financial
Senior Secured First Lien Notes financial
transaction breakage fee financial
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of Registrant as specified in its charter)
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Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of the Company’s common stock outstanding as of June 30, 2026 was
Table of Contents
Accendra Health, Inc. and Subsidiaries
Index
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Part I. Financial Information | Page | |
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Item 1. | Financial Statements | 3 |
| Condensed Consolidated Statements of Operations—Three and Six Months Ended June 30, 2026 and 2025 | 3 |
| Condensed Consolidated Statements of Comprehensive Loss—Three and Six Months Ended June 30, 2026 and 2025 | 4 |
| Condensed Consolidated Balance Sheets—June 30, 2026 and December 31, 2025 | 5 |
| Condensed Consolidated Statements of Cash Flows—Six Months Ended June 30, 2026 and 2025 | 6 |
| Condensed Consolidated Statements of Changes in (Deficit) Equity—Three and Six Months Ended June 30, 2026 and 2025 | 7 |
| Notes to Condensed Consolidated Financial Statements | 8 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
Item 4. | Controls and Procedures | 33 |
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Part II. Other Information | | |
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Item 1. | Legal Proceedings | 34 |
Item 1A. | Risk Factors | 34 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
Item 5. | Other Information | 35 |
Item 6. | Exhibits | 36 |
| Signatures | 38 |
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Part I. Financial Information
Item 1. Financial Statements
Accendra Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
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| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
(in thousands, except per share data) | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net revenue | | $ | | | $ | | | $ | | | $ | |
Operating costs and expenses: | | | | | | | | | | | | |
Cost of net revenue | |
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Selling, general and administrative expenses | |
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Transaction breakage fee | |
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Acquisition-related charges and intangible amortization | |
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Exit and realignment charges, net | | | | | | | | | | | | |
Total operating costs and expenses | | | | | | | | | | | | |
Operating loss | |
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Interest expense, net | |
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Loss on modification and extinguishment of debt | | | | | | — | | | | | | — |
Transaction financing fees, net | | | — | | | | | | — | | | |
Other expense, net | |
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Loss from continuing operations before income taxes | |
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Income tax provision (benefit) | |
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Loss from continuing operations, net of tax | | | ( | | | ( | | | ( | | | ( |
Loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Basic loss per common share: | |
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Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
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Diluted loss per common share: | | | | | | | | | | | | |
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
See accompanying notes to unaudited condensed consolidated financial statements.
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Table of Contents
Accendra Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
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| | Three Months Ended | | Six Months Ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
(in thousands) | | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Other comprehensive (loss) income, net of tax: | |
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Currency translation adjustments | |
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Change in unrecognized net periodic pension costs | |
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Change in gains and losses on derivative instruments | |
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Total other comprehensive (loss) income, net of tax | |
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Comprehensive loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
See accompanying notes to unaudited condensed consolidated financial statements.
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Accendra Health, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(unaudited)
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| | June 30, | | December 31, | ||
(in thousands, except per share data) | | 2026 | | 2025 | ||
Assets |
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Current assets |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net | |
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Inventories, net | |
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Other current assets | |
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Total current assets | |
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Patient service equipment and other fixed assets, net of accumulated depreciation and amortization of $ | |
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Operating lease assets | |
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Goodwill | |
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Intangible assets, net | |
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Other assets, net | |
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Total assets | | $ | | | $ | |
Liabilities and (deficit) equity | |
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Current liabilities | |
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Accounts payable | | $ | | | $ | |
Accrued payroll and related liabilities | |
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Current portion of long-term debt | | | — | | | |
Other current liabilities | |
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Total current liabilities | |
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Long-term debt, excluding current portion | |
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Operating lease liabilities, excluding current portion of $ | |
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Other liabilities | |
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Total liabilities | |
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Commitments and contingencies | |
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(Deficit) equity | |
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Common stock, par value $ | |
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Paid-in capital | |
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Accumulated deficit | |
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Accumulated other comprehensive loss | |
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Total deficit | |
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Total liabilities and deficit | | $ | | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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Table of Contents
Accendra Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(unaudited)
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| | Six Months Ended June 30, | ||||
(in thousands) | | 2026 | | 2025 | ||
Operating activities: | | | | | | |
Net loss | | $ | ( | | $ | ( |
Loss from discontinued operations, net of tax | | | — | | | |
Adjustments to reconcile net loss to cash (used for) provided by operating activities: | |
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Depreciation and amortization | |
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Share-based compensation expense | |
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Deferred income tax (benefit) provision | |
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Changes in operating lease right-of-use assets and lease liabilities | |
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Gain from sale and dispositions of patient service equipment | |
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Changes in operating assets and liabilities: | |
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Accounts receivable, net | |
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Inventories | |
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Accounts payable | |
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Net change in other assets and liabilities | |
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Other, net | |
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Cash provided by operating activities from discontinued operations | | | | | | |
Cash (used for) provided by operating activities | |
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Investing activities: | |
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Additions to patient service equipment ($ | |
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Proceeds from sale of patient service equipment | |
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Additions to computer software | |
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Other, net | |
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Cash used for investing activities from discontinued operations | | | | | | ( |
Cash provided by (used for) investing activities | |
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Financing activities: | |
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Borrowings under Revolving Credit Agreement | | | | | | |
Repayments under Revolving Credit Agreement | | | ( | | | ( |
Proceeds from debt issuance | | | | | | — |
Repayments of debt | |
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Financing costs paid | | | ( | | | — |
Repurchase of common stock | |
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Other, net | |
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Cash used for financing activities from discontinued operations | | | — | | | ( |
Cash (used for) provided by financing activities | |
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Effect of exchange rate changes on cash and cash equivalents | |
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Net (decrease) increase in cash and cash equivalents | |
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Cash and cash equivalents at beginning of period | |
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Cash and cash equivalents at end of period | | $ | | | $ | |
Supplemental disclosure of cash flow information: | |
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Income taxes paid, net | | $ | | | $ | |
Interest paid | | $ | | | $ | |
Noncash investing activity: | |
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Unpaid purchases of patient service equipment and other fixed assets at end of period | | $ | | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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Accendra Health, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in (Deficit) Equity
(unaudited)
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| | | | Common | | | | | | | | Accumulated | | | | ||
| | Common | | Stock | | | | | (Accumulated Deficit) | | Other | | | | |||
| | Shares | | ($ | | Paid-In | | Retained | | Comprehensive | | Total | |||||
(in thousands, except per share data) | | Outstanding | | value) | | Capital | | Earnings | | Loss | | (Deficit) Equity | |||||
Balance, December 31, 2025 |
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Net loss |
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Other comprehensive income |
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Share-based compensation expense, exercises and other |
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Balance, March 31, 2026 |
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Net loss |
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Other comprehensive loss |
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Share-based compensation expense, exercises and other |
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Balance, June 30, 2026 |
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Balance, December 31, 2024 |
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Net loss |
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Other comprehensive income |
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Share-based compensation expense, exercises and other |
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Shares repurchased and retired | | ( | | | ( | | | — | | | ( | | | — | | | ( |
Balance, March 31, 2025 |
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Net loss |
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Other comprehensive income |
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Share-based compensation expense, exercises and other |
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Shares repurchased and retired | | ( | | | ( | | | — | | | ( | | | — | | | ( |
Balance, June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( |
See accompanying notes to unaudited condensed consolidated financial statements.
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Accendra Health, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(unaudited)
(in thousands, except per share data, unless otherwise indicated)
Note 1—Summary of Significant Accounting Policies
Basis of Presentation and Consolidation. The unaudited condensed consolidated financial statements include the accounts of Accendra Health, Inc. (f/k/a Owens & Minor, Inc.) and the subsidiaries it controls (collectively, the Company, we, us, or our) and contain all adjustments necessary to conform with U.S. generally accepted accounting principles (GAAP). All significant intercompany accounts and transactions have been eliminated. Our continuing operations’ business activities comprise a single operating and reporting segment. This determination is in accordance with ASC 280, Segment Reporting.
Reclassifications. Certain prior period amounts have been reclassified to conform to current year presentation.
Discontinued Operations and Assets Held-for-Sale. On February 28, 2025, we announced that we were actively engaged in discussions regarding the anticipated sale of our Products and Healthcare Services (P&HS) business. On October 7, 2025, we entered into an Equity Purchase Agreement (the Purchase Agreement) by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation (the Purchaser), and Dominion Healthcare Holdings, L.P., a Delaware limited partnership (Purchaser Parent) to sell the P&HS business, for an aggregate of $
The P&HS business was initially classified as discontinued operations and assets held for sale as of June 30, 2025. In accordance with GAAP, the financial position and results of operations of the P&HS business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 2, the Notes to the Condensed Consolidated Financial Statements reflect the continuing operations of the Company unless otherwise noted. See Note 2 for additional information regarding discontinued operations and assets held for sale.
Use of Estimates. The preparation of consolidated financial statements in conformity with GAAP requires us to make assumptions and estimates that affect reported amounts and related disclosures. Significant estimates are used for, but are not limited to, variable consideration, depreciation and amortization, goodwill valuation, valuation of intangible assets and other long-lived assets, self-insurance liabilities, tax liabilities, defined benefit obligations, share-based compensation and other contingencies. Actual results may differ from these estimates.
Accounts Receivable, Net. Due to the nature of our industry and the reimbursement environment in which we operate, certain estimates are required to record net revenue and accounts receivable at their net realizable values, including estimating variable consideration. Inherent in these estimates is the risk that they will have to be revised or updated as additional information becomes available. Specifically, the complexity of many third-party billing arrangements, contractual terms, and the uncertainty of reimbursement amounts for certain services may result in adjustments to amounts originally recorded. Such adjustments are typically identified and recorded at the point of cash application, claim amount or account review.
Included in accounts receivable were earned but unbilled receivables of $
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Receivables Sale Program. On October 18, 2024, we entered into a Receivables Purchase Agreement (the Receivables Sale Program) with persons from time to time, as Purchasers, PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $
Proceeds from the sales of accounts receivable were recorded as an increase to cash and cash equivalents and a reduction to accounts receivable, net in the condensed consolidated balance sheets. Cash received from the sales of accounts receivable is reflected in the change in accounts receivable, net within cash (used for) provided by operating activities in the condensed consolidated statements of cash flows. Total accounts receivable sold and net cash proceeds under the Receivables Sale Program were $
Amended Receivables Sale Program. On December 31, 2025, we entered into an Amended and Restated Receivables Purchase Agreement (the Amended Receivables Sale Program) with persons from time to time party thereto, as Purchasers, PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable are sold, on a limited-recourse basis, to the Purchasers in exchange for cash in an aggregate outstanding amount not to exceed $
Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets. Under the Amended Receivables Sale Program, we provide certain servicing and collection actions on behalf of the Purchasers; however, we do not maintain any beneficial interest in the accounts receivable sold. The Amended Receivables Sale Program has a scheduled termination date of October 18, 2027.
Total accounts receivable sold under the Amended Receivables Sale Program were $
Revenue Recognition. Revenues are generated through fee-for-service and capitation arrangements with large government and commercial payors (each, a Payor and collectively Payors) for equipment, supplies, services and other items rented and sold to patients. Revenue for sales of products, including equipment and supplies, is recognized when control of the promised goods is transferred to customers and is presented net of applicable sales taxes. Revenue generated from equipment that we rent to customers is primarily recognized as earned on a straight-line basis over the non-cancellable rental period, typically one month, and commences on delivery of the equipment to the customers.
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Certain revenues are recognized under arrangements with third-party payors for which we stand ready to provide all necessary healthcare services to members for the period of the stand ready obligation which generally extends beyond one year. These agreements are generally referred to as capitation arrangements. Revenue is recognized over the month that the members are entitled to healthcare services using the monthly contractual rate for each covered member. The actual number of covered members may vary each month. Capitation payments are typically received in the month members are entitled to healthcare services. Revenue for these agreements amounted to $
Fee-for-service arrangement revenues are recorded only to the extent it is probable that a significant reversal will not occur in the future as amounts may include implicit price concessions under reimbursement arrangements with third-party payors, including private insurers, prepaid health plans, Medicare, Medicaid and customers. Revenue is recognized under a portfolio approach, as we expect that this approach would not differ materially from considering each contract or performance obligation separately. We use the expected value method in determining the variable consideration as part of determining the sales transaction price using historical reimbursement experience, historical sales returns, and other operating trends. Payment terms and conditions vary by contract. Sales of equipment and supplies inclusive of amounts recognized under capitation arrangements were $
The following table summarizes net revenue by product category for the three and six months ended June 30, 2026 and 2025:
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| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Diabetes | | $ | | | $ | | | $ | | | $ | |
Sleep therapy | | | | | | | | | | | | |
Home respiratory therapy | | | | | | | | | | | | |
Ostomy | | | | | | | | | | | | |
Wound care | | | | | | | | | | | | |
Urology | | | | | | | | | | | | |
Other | |
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Net revenue | | $ | | | $ | | | $ | | | $ | |
The following table summarizes net revenue by payor type for the three and six months ended June 30, 2026 and 2025:
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| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Commercial payors (1) | | $ | | | $ | | | $ | | | $ | |
Medicare | | | | | | | | | | | | |
Medicaid | | | | | | | | | | | | |
Net revenue | | $ | | | $ | | | $ | | | $ | |
(1) Commercial payors includes revenue from Medicare Advantage plans.
Cost of Net Revenue. Cost of net revenue includes the cost of products sold, patient service equipment depreciation expense, and other costs which are primarily personnel costs related to the set-up and utilization of equipment. Cost of products sold includes non-cash expenses primarily for equipment converted from rental to sales in
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the amount of $
The following table summarizes cost of net revenue for the three and six months ended June 30, 2026 and 2025:
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| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Cost of products sold | | $ | | | $ | | | $ | | | $ | |
Patient service equipment depreciation | | | | | | | | | | | | |
Other costs | | | | | | | | | | | | |
Cost of net revenue | | $ | | | $ | | | $ | | | $ | |
Acquisition-Related Charges and Intangible Amortization. Acquisition-related charges consist primarily of one-time costs related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. For the three and six months ended June 30, 2026, we incurred
Fair Value. Fair value is determined based on assumptions that a market participant would use in pricing an asset or liability. The assumptions used are in accordance with a three-tier hierarchy, defined by GAAP, that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the use of present value and other valuation techniques in the determination of fair value (Level 3).
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued payroll and related liabilities reported in the condensed consolidated balance sheets approximate fair value due to the short-term nature of these instruments. When a quantitative goodwill test is performed, the estimated fair value of our reporting unit is determined with the use of unobservable inputs (Level 3). The fair value of debt is estimated based on quoted market prices or dealer quotes for the identical liability when traded as an asset in an active market (Level 1) or, if quoted market prices or dealer quotes are not available, on the borrowing rates currently available for loans with similar terms, credit ratings, and average remaining maturities (Level 2). See Note 5 for the fair value of debt. The fair value of our derivative contracts is determined based on the present value of expected future cash flows considering the risks involved, including non-performance risk, and using discount rates appropriate for the respective maturities. Observable Level 2 inputs are used to determine the present value of expected future cash flows. See Note 6 for the fair value of derivatives.
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Note 2—Discontinued Operations
As described in Note 1, in accordance with GAAP, the financial position and results of operations of the P&HS business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. The P&HS business was initially classified as discontinued operations and assets held for sale as of June 30, 2025. Accordingly, the results of operations from our P&HS business are reported in the accompanying condensed consolidated statements of operations as loss from discontinued operations, net of tax for the three and six months ended June 30, 2025. We have allocated interest expense, net to discontinued operations as a ratio of net assets and total debt in accordance with ASC 205, Presentation of Financial Statements.
On December 31, 2025, we received cash proceeds of $
We have agreed to reimburse the Purchaser and its affiliates for
We and the Purchaser provide certain transition services to the other party pursuant to a certain customary transition services agreement (TSA). Pursuant to the terms of the TSA, we have agreed that, in certain circumstances, we may be obligated to provide up to $
The following table summarizes the financial results of our discontinued operations for the three and six months ended June 30, 2025:
| | | | | | |
| | Three Months Ended | | Six Months Ended | ||
| | June 30, 2025 | | June 30, 2025 | ||
Net revenue | | $ | | | $ | |
Cost of goods sold | |
| | | | |
Gross profit | | | | | | |
Distribution, selling, and administrative expenses | | | | | | |
Acquisition-related charges and intangible amortization | | | | | | |
Exit and realignment charges, net | | | | | | |
Goodwill impairment charge | | | | | | |
Loss on classification to held for sale | | | | | | |
Other operating expense, net | |
| | | | |
Operating loss | | | ( | | | ( |
Interest expense, net | |
| | | | |
Other expense | |
| | | | |
Loss from discontinued operations before income taxes | | | ( | | | ( |
Income tax benefit for discontinued operations | |
| ( | | | ( |
Loss from discontinued operations, net of tax | | $ | ( | | $ | ( |
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Total accounts receivable sold and net cash proceeds under the Receivables Sale Program were $
Note 3—Goodwill and Intangible Assets, Net
At June 30, 2026 and December 31, 2025, we had goodwill of $
Intangible assets, net subject to amortization at June 30, 2026 and December 31, 2025 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | June 30, 2026 | | December 31, 2025 | | ||||||||||||||
| | | Customer | | | | | Other | | Customer | | | | | Other | | ||||
| | | Relationships | | Tradenames | | Intangibles | | Relationships | | Tradenames | | Intangibles | | ||||||
Intangible assets, gross | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
Accumulated amortization | | |
| ( | |
| ( | |
| ( | |
| ( | |
| ( | |
| ( | |
Intangible assets, net | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | |
Weighted average useful life | | |
| |
| |
| |
| |
| |
| | ||||||
Amortization expense for intangible assets was $
As of June 30, 2026, based on the current carrying value of intangible assets subject to amortization and expected remaining useful life, estimated amortization expense was as follows:
| | | |
Year | | | |
2026 (remainder) | | $ | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
2030 | |
| |
Thereafter | | | |
Total future amortization | | $ | |
Note 4—Exit and Realignment Charges, Net
We incur exit and realignment and other charges associated with optimizing our operations which include IT strategic initiatives and other strategic actions, professional fees, severance and other costs to streamline functions and enhance processes and separation costs. Separation costs primarily consist of professional fees including costs reimbursable to the Purchaser as described below and other wind-down costs incurred after the sale of the P&HS business. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis.
Exit and realignment charges, net were $
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sales of patient service equipment in connection with the contract termination with a commercial Payor and P&HS Sale separation costs. During the six months ended June 30, 2025 exit and realignment charges, net also include a provision to accounts receivable related to our Fusion5 business which was in the process of being wound down.
As a result of the sale of our P&HS business, we have incurred $
The following table summarizes the activity related to exit and realignment cost accruals, which are generally classified as other current liabilities or accounts payable in our condensed consolidated balance sheets, through June 30, 2026 and 2025:
| | | |
| | Total | |
Accrued exit and realignment costs, December 31, 2025 | | $ | |
Provision for exit and realignment activities: | |
| |
P&HS Sale separation costs | |
| |
Professional fees | |
| |
IT and other strategic initiatives | | | |
Cash payments | |
| ( |
Accrued exit and realignment costs, March 31, 2026 | |
| |
Provision for exit and realignment activities: | |
| |
P&HS Sale separation costs | |
| |
Professional fees | |
| |
IT and other strategic initiatives | |
| |
Cash payments | |
| ( |
Accrued exit and realignment costs, June 30, 2026 | | $ | |
| | | |
Accrued exit and realignment costs, December 31, 2024 | | $ | |
Provision for exit and realignment activities: | | | |
Professional fees | | | |
IT strategic initiatives and other | | | |
Cash payments | | | ( |
Accrued exit and realignment costs, March 31, 2025 | |
| |
Provision for exit and realignment activities: | | | |
Professional fees | | | |
IT strategic initiatives and other | | | |
Cash payments | | | ( |
Accrued exit and realignment costs, June 30, 2025 | | $ | |
In addition to the exit and realignment accruals in the preceding table and the $
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Note 5—Debt
Debt, net of unamortized deferred financing costs, as of June 30, 2026 and December 31, 2025 consisted of the following:
| | | | | | | | | | | | |
| | June 30, 2026 | | December 31, 2025 | ||||||||
| | Carrying | | Estimated | | Carrying | | Estimated | ||||
| | Amount | | Fair Value | | Amount | | Fair Value | ||||
Term Loan A | | $ | — | | $ | — | | $ | | | $ | |
Revolving Credit Agreement | | | — | | | — | | | | | | |
|
| | | | | |
| | |
| | |
Term Loan B | |
| | | | | |
| | |
| |
|
| | | | | |
| | |
| | |
| | | | | | | | — | | | — | |
| | | | | | | | — | | | — | |
Total debt | |
| | |
| | |
| | |
| |
Less current maturities, including anticipated repayments | |
| — | |
| — | |
| ( | |
| ( |
Long-term debt | | $ | | | $ | | | $ | | | $ | |
On March 29, 2022, we entered into a term loan credit agreement with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (the Credit Agreement) that provided for
In June 2026, we exchanged and/or extended a substantial portion of our debt (the Balance Sheet Optimization Transaction). In exchange (the Exchange Offers) for our outstanding
In connection with the Exchange Offers for the 2029 Notes, we offered $
At the expiration of the Exchange Offers, $
The 2032 Notes bear interest at a rate of
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in the First Lien Indenture. On and after June 15, 2029, we may redeem all or part of the 2032 Notes at the applicable redemption prices described in the First Lien Indenture.
The 2032 Notes will mature in June 2032 and have $
The 2033 Notes bear interest at a rate of
The 2033 Notes will mature in June 2033 and have $
The completion of the Balance Sheet Optimization Transaction resulted in a loss on modification and extinguishment of debt of $
On June 15, 2026, we entered into an amendment, extending the maturity date to January 2030 with potential springing maturities, the earliest being December 2028, to our revolving credit agreement, dated as of March 10, 2021 and with an administrative agent and collateral agent and a syndicate of financial institutions, as lenders (Revolving Credit Agreement). The amendment decreased the aggregate revolving credit commitments under the Revolving Credit Agreement by $
At June 30, 2026, we had
At December 31, 2025, we had $
The Revolving Credit Agreement, the Credit Agreement, the 2032 Notes and the 2033 Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at June 30, 2026.
As of June 30, 2026, future principal payments due under our debt agreements were as follows:
| | | |
Year | | | |
2026 (remainder) | | $ | — |
2027 | |
| — |
2028 | |
| — |
2029 | |
| |
2030 | |
| |
2031 | | | — |
2032 | |
| |
2033 | |
| |
There are
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Note 6—Derivatives
We are directly and indirectly affected by changes in interest rates, which may adversely impact our financial performance and are referred to as “market risks.” When deemed appropriate, we use derivatives as a risk management tool to mitigate the potential impact of certain market risks. We do not enter into derivative financial instruments for trading purposes.
We voluntarily terminated our interest rate swap in May 2026, which resulted in a cash receipt of $
The following table summarizes the terms and fair value of our outstanding cash flow hedge as of December 31, 2025:
| | | |
| | December 31, 2025 | |
Notional Amount | | $ | |
Derivative Assets Fair Value | | $ | |
Derivative Liabilities Fair Value | | $ | — |
Maturity Date | | | March 2027 |
Classification | | | Other assets, net |
The following table summarizes the effect of cash flow hedge accounting on our condensed consolidated statements of operations for the three and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) | | $ | | | $ | ( | | $ | | | $ | ( | |
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income | | Interest expense, net | | Interest expense, net | | Interest expense, net | | Interest expense, net | | ||||
Total Amount of Expense Line Items Presented in the Condensed Consolidated Statements of Operations in Which the Effects are Recorded | | $ | | | $ | | | $ | | | $ | | |
Amount of Gain Reclassified from Accumulated Other Comprehensive Loss into Income | | $ | | | $ | | | $ | | | $ | | |
The amount of ineffectiveness associated with these contracts was immaterial for the periods presented.
Note 7—Income Taxes
The effective tax rate was (
The liability for unrecognized tax benefits was $
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asset balance within other assets, net on our condensed consolidated balance sheet was $
On August 26, 2020, we received a Notice of Proposed Adjustment (NOPA) from the Internal Revenue Service (IRS) regarding our 2015 and 2016 consolidated income tax returns. On June 30, 2021, we received a NOPA from the IRS regarding our 2017 and 2018 consolidated income tax returns. Within the NOPAs, the IRS has asserted that our taxable income for the aforementioned years should be higher based on their assessment of the appropriate amount of taxable income that we should report in the U.S. in connection with the sourcing of products by our former foreign subsidiaries for sale in the U.S. by our former domestic subsidiaries. These former foreign and domestic subsidiaries were sold as part of the P&HS Sale. The transfer pricing methodology was consistently applied for all years subject to the NOPAs and 2019 into 2022, but is no longer employed.
In June 2024, the IRS and the relevant foreign taxing authority mutually agreed to proposed adjustments to our 2015 through 2018 consolidated tax returns. As a result, we remeasured the uncertain tax position for the 2015 through 2018 tax years, as well as the affected 2019 through 2022 tax years, to the amount expected to be paid upon a final agreement with the IRS. In June 2025, we received the final assessment from the IRS for the 2015 through 2018 tax years, including interest. The uncertain tax position for these years and related accrued interest have been remeasured to reflect the final amount to be paid. This matter does not impact any tax years subsequent to 2022. In March 2026, we paid $
On July 4, 2025, the U.S. Congress enacted budget reconciliation bill H.R. 1, referred to as the One Big Beautiful Bill (OBBB). The OBBB contains several changes to corporate taxation including modification to limitations on deductions for interest expense and accelerated fixed asset depreciation. We expect the legislation to decrease future U.S. cash taxes with no material impact to the effective tax rate.
Note 8—Net Loss per Common Share
The following summarizes the calculation of net loss per common share attributable to common shareholders for the three and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | | ||||||||
| | June 30, | | June 30, | | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( | |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
| | | | | | | | | | | | | |
Weighted average shares outstanding - basic | |
| | |
| | |
| | |
| | |
Dilutive shares | |
| | |
| | |
| | |
| | |
Weighted average shares outstanding - diluted | |
| | |
| | |
| | |
| | |
| | | | | | | | | | | | | |
Basic loss per common share: | |
| | |
| | |
| | |
| | |
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( | |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
| | | | | | | | | | | | | |
Diluted loss per common share: | | | | | | | | | | | | | |
Loss from continuing operations, net of tax | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
Loss from discontinued operations, net of tax | | | — | | | ( | | | — | | | ( | |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( | |
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Share-based awards of approximately
Note 9—Shareholders’ Equity
On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $
During the three and six months ended June 30, 2026, we did
Note 10—Accumulated Other Comprehensive (Loss) Income
The following table shows the changes in accumulated other comprehensive (loss) income by component for the three and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | |
| | | | | Currency | | | | | | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, March 31, 2026 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | | | ( | | | | |
| |
Income tax | |
| ( | | | | | | ( | |
| ( |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| ( | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | | | | | | ( | |
| ( |
Income tax | |
| | | | | | | | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| ( | |
| ( | |
| ( |
Accumulated other comprehensive (loss) income, three months ended June 30, 2026 | | $ | ( | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | |
| | | | | Currency | | | | | | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, March 31, 2025 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | |
| | |
| ( | |
| |
Income tax | |
| | |
| | |
| | |
| |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| | |
| ( | |
| |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | |
| | |
| ( | |
| ( |
Income tax | |
| ( | |
| | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| | |
| ( | |
| |
Accumulated other comprehensive (loss) income, three months ended June 30, 2025 | | $ | ( | | $ | ( | | $ | | | $ | ( |
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| | | | | | | | | | | | |
| | | | | Currency | | | | | | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, December 31, 2025 | | $ | ( | | $ | — | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | |
| ( | |
| | |
| |
Income tax | |
| ( | |
| — | |
| ( | |
| ( |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| ( | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| — | |
| — | |
| ( | |
| ( |
Income tax | |
| — | |
| — | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| — | |
| — | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| ( | |
| ( | |
| ( |
Accumulated other comprehensive (loss) income, June 30, 2026 | | $ | ( | | $ | ( | | $ | | | $ | ( |
| | | | | | | | | | | | |
| | | | | Currency | | | | | | | |
| | Retirement | | Translation | | | | | | | ||
| | Plans | | Adjustments | | Derivatives | | Total | ||||
Accumulated other comprehensive (loss) income, December 31, 2024 | | $ | ( | | $ | ( | | $ | | | $ | ( |
Other comprehensive income (loss) before reclassifications | |
| | |
| | |
| ( | |
| |
Income tax | |
| ( | |
| — | |
| | |
| |
Other comprehensive income (loss) before reclassifications, net of tax | |
| | |
| | |
| ( | |
| |
Amounts reclassified from accumulated other comprehensive income (loss) | |
| | |
| — | |
| ( | |
| ( |
Income tax | |
| ( | |
| — | |
| | |
| |
Amounts reclassified from accumulated other comprehensive income (loss), net of tax | |
| | |
| — | |
| ( | |
| ( |
Other comprehensive income (loss) | |
| | |
| | |
| ( | |
| |
Accumulated other comprehensive (loss) income, June 30, 2025 | | $ | ( | | $ | ( | | $ | | | $ | ( |
We include amounts reclassified out of accumulated other comprehensive (loss) income related to defined benefit pension plans as a component of net periodic pension cost recorded in Other expense, net.
Note 11—Segment Information
As described in Note 1, the P&HS Sale was completed on December 31, 2025, and we no longer report the P&HS business within continuing operations. The P&HS business was initially classified as discontinued operations and assets held for sale as of June 30, 2025. Our President and Chief Executive Officer is the chief operating decision maker (CODM). The CODM reviews financial information about the continuing operations business at an enterprise-wide consolidated level when allocating resources and assessing business performance. Accordingly, we have determined that our business activities comprise a single operating and reporting segment. Income (loss) from continuing operations, net of tax is the profit or loss measure used by the CODM that is most consistent with GAAP and therefore is the required measure of profitability.
Note 12—Commitments, Contingent Liabilities, and Legal Proceedings
Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for disclosure of other material contractual obligations.
We are party to various legal claims that are ordinary and incidental to our business, including claims related to commercial disputes, employment, workers’ compensation, product liability, regulatory and other matters. We maintain
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insurance coverage for employment, product liability, workers’ compensation and other personal injury litigation matters, subject to policy limits, applicable deductibles and insurer solvency. We establish reserves from time to time based upon periodic assessment of the potential outcomes of pending matters.
Based on current knowledge and the advice of counsel, we believe that the accrual as of June 30, 2026 for currently pending matters considered probable of loss is sufficient. In addition, we believe that other currently pending matters are not reasonably possible to result in a material loss, as payment of the amounts claimed is remote, the claims are immaterial, individually and in the aggregate, or the claims are expected to be adequately covered by insurance, subject to policy limits, applicable deductibles, exclusions and insurer solvency.
Note 13—Recent Accounting Pronouncements
Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for disclosure of recent accounting pronouncements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Sale of Products & Healthcare Services Business
On February 28, 2025, we announced that we were actively engaged in discussions regarding the anticipated sale of our Products & Healthcare Services (P&HS) business. On October 7, 2025, we entered into an Equity Purchase Agreement (the Purchase Agreement) by and among the Company, Dominion Healthcare Acquisition Corporation, a Delaware corporation (the Purchaser), and Dominion Healthcare Holdings, L.P., a Delaware limited partnership (Purchaser Parent), to sell the P&HS business, for an aggregate of $375 million in cash, subject to certain adjustments for cash, indebtedness, net working capital and transaction expenses. On December 31, 2025, we completed the sale of the P&HS business pursuant to the Purchase Agreement. We retained a 5% equity interest in the P&HS business, which is reflected in other assets, net on our condensed consolidated balance sheets.
In accordance with GAAP, the financial position and results of operations of the P&HS business are presented as discontinued operations and, as such, have been excluded from continuing operations for all periods presented. With the exception of Note 2, the Notes to Condensed Consolidated Financial Statements reflect the continuing operations of Accendra Health, Inc. unless otherwise noted. See Note 2 in the Notes to Condensed Consolidated Financial Statements for additional information regarding discontinued operations.
Overview
Accendra Health, Inc., along with its subsidiaries, (collectively, the Company, we, us, or our) is a leading nationwide provider of products, technology, and services that supports health beyond the hospital for millions of people each year. As discussed within Note 1 in the Notes to Condensed Consolidated Financial Statements, our business activities comprise a single operating and reporting segment.
Loss from continuing operations per common share was $(1.16) for the three months ended June 30, 2026 as compared to $(1.09) for the three months ended June 30, 2025. Our financial results for the three months ended June 30, 2026 as compared to the prior year were impacted by a decrease in net revenue of $69 million, an increase in exit and realignment charges, net of $23 million, a $17 million loss on modification and extinguishment of debt, and an increase in acquisition-related charges and intangible amortization of $15 million, partially offset by prior year expenses that did not recur in the current year period, including the transaction breakage fee of $80 million and transaction financing fees, net of $18 million, and lower selling, general, and administrative expenses (SG&A) of $24 million.
Loss from continuing operations per common share was $(1.25) for the six months ended June 30, 2026 as compared to $(1.14) for the six months ended June 30, 2025. Our financial results for the six months ended June 30, 2026 as compared to prior year were impacted by a decrease in net revenue of $115 million, an increase in acquisition-related charges and intangible amortization of $21 million, and a $17 million loss on modification and extinguishment of debt, partially offset by prior year expenses that did not recur in the current year period, including the transaction breakage fee of $80 million and transaction financing fees, net of $18 million, lower SG&A of $31 million and lower exit and realignment charges, net of $14 million.
Refer to “Results of Operations” for further detail of quantitative and qualitative drivers of our results.
Balance Sheet Optimization Transaction
In June 2026, we exchanged and/or extended a substantial portion of our debt (the Balance Sheet Optimization Transaction). In exchange (the Exchange Offers) for our outstanding 4.500% Senior Notes due 2029 (the 2029 Notes) and 6.625% Senior Notes due 2030 (the 2030 Notes, and together with the 2029 Notes, the Unsecured Notes), we offered (i) newly issued 9.000% Senior Secured First Lien Notes due 2032 (the 2032 Notes) to holders that participated in the new money issuance of the First Lien Notes and (ii) newly issued 9.750% Senior Secured Second Lien Notes due 2033 (the 2033 Notes, and together with the 2032 Notes, the Secured Notes).
In connection with the Exchange Offers for the 2029 Notes, we offered $326 million in aggregate principal amount of the newly issued 2032 Notes for cash. The Secured Notes were issued and guaranteed on a senior secured basis by the Company’s existing and future wholly owned domestic subsidiaries (including each subsidiary guarantor of
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the Unsecured Notes), subject to certain exceptions. The 2032 Notes were used to extinguish the $326 million in outstanding principal on the Term Loan A.
At the expiration of the Exchange Offers, $478 million in aggregate principal amount of 2029 Notes were tendered and $548 million in aggregate principal amount of 2030 Notes were tendered and cancelled, representing approximately 99.9% and 99.2% of the principal outstanding. Following such cancellation, and as of June 30, 2026, $0.3 million in aggregate principal amount of the 2029 Notes and $4.2 million in aggregate principal amount of the 2030 Notes remain outstanding. The Unsecured Notes are effectively subordinated to any of our secured indebtedness, including the Secured Notes and outstanding indebtedness under our credit agreements. The Exchange Offers of the Unsecured Notes for Secured Notes have been accounted for as a modification of debt in accordance with ASC 470, Debt.
The 2032 Notes will mature in June 2032 and have $539 million of principal outstanding excluding unamortized deferred financing costs as of June 30, 2026. The 2033 Notes will mature in June 2033 and have $698 million of principal outstanding excluding unamortized deferred financing costs as of June 30, 2026.
The completion of the Balance Sheet Optimization Transaction resulted in a loss on modification and extinguishment of debt of $17 million, including $16 million debt modification third party fees and $0.8 million in recognition of previously deferred debt issuance costs.
Contract Termination with a Commercial Payor and Equipment Sales
A commercial Payor, with which we had multiple separately managed contracts, has terminated certain of our contracts with them. This termination resulted in minimal impacts to our operating income for the year ended December 31, 2025, as the transitions of agreements and services started late in the fourth quarter of 2025. Such transitions of agreements and services were completed throughout the first half of 2026. The terminated portion of this relationship reflected $37 million, or 3%, of our net revenue, including nearly all of our capitation revenue, for the six months ended June 30, 2026. There was no related revenue for the three months ended June 30, 2026.
In connection with this contract termination, we sold $2.9 million and $85 million of patient service equipment during the three and six months ended June 30, 2026, which resulted in a $0.6 million loss and a $(51) million gain on sales of patient service equipment within exit and realignment charges, net on our condensed consolidated statements of operations. The proceeds from the sales are reflected within the proceeds from sale of patient service equipment line item within the investing activities section of our condensed consolidated statements of cash flows.
Results of Operations
The following discussion and analysis describes results of operations and material changes in the financial condition of the Company since December 31, 2025. Trends of a material nature are discussed to the extent known and considered relevant. This discussion should be read in conjunction with the consolidated financial statements, related notes thereto, and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Net revenue.
| | | | | | | | | | | | | |
| | Three Months Ended | | | | | |
| | ||||
| | June 30, | | Change |
| | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| | |||
Diabetes | | $ | 198,820 | | $ | 191,056 |
| $ | 7,764 | | 4.1 | % | |
Sleep therapy | |
| 148,575 | |
| 181,622 |
| | (33,047) | | (18.2) | % | |
Home respiratory therapy | | | 90,996 | | | 109,526 | | | (18,530) | | (16.9) | % | |
Ostomy | | | 55,675 | | | 51,893 | | | 3,782 | | 7.3 | % | |
Wound care | | | 40,193 | | | 46,822 | | | (6,629) | | (14.2) | % | |
Urology | | | 31,295 | | | 28,696 | | | 2,599 | | 9.1 | % | |
Other | | | 47,680 | | | 72,302 | | | (24,622) | | (34.1) | % | |
Net revenue | | $ | 613,234 | | $ | 681,917 |
| $ | (68,683) | | (10.1) | % | |
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| | | | | | | | | | | | | |
| | Six Months Ended | | | | | |
| | ||||
| | June 30, | | Change |
| | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % | | | |||
Diabetes | | $ | 384,606 | | $ | 378,416 | | $ | 6,190 | | 1.6 | % | |
Sleep therapy | |
| 315,497 | |
| 363,481 | | | (47,984) | | (13.2) | % | |
Home respiratory therapy | | | 188,175 | | | 218,132 | | | (29,957) | | (13.7) | % | |
Ostomy | | | 107,011 | | | 101,392 | | | 5,619 | | 5.5 | % | |
Wound care | | | 79,595 | | | 93,468 | | | (13,873) | | (14.8) | % | |
Urology | | | 61,085 | | | 56,839 | | | 4,246 | | 7.5 | % | |
Other | | | 105,045 | | | 144,073 | | | (39,028) | | (27.1) | % | |
Net revenue | | $ | 1,241,014 | | $ | 1,355,801 | | $ | (114,787) | | (8.5) | % | |
The decrease in net revenue for the three and six months ended June 30, 2026 was primarily driven by an $81 million and $123 million decrease in revenue from the terminated commercial Payor contracts described above, which drove declines in several product categories, including sleep therapy and home respiratory therapy. For the three months ended June 30, 2026, excluding the impact of the commercial Payor contract termination, notable drivers of net revenue growth by product category included Diabetes of $7.8 million, Sleep therapy of $7.7 million, Ostomy of $3.8 million and Urology of $2.6 million, partially offset by declines in Home respiratory therapy of $6.1 million and Wound care of $3.2 million. For the six months ended June 30, 2026, excluding the impact of the commercial Payor contract termination, notable drivers of net revenue growth by product category included Diabetes of $6.2 million, Sleep therapy of $14 million, Ostomy of $5.5 million and Urology of $4.2 million, partially offset by declines in Home respiratory therapy of $10 million and Wound care of $8.6 million.
Cost of net revenue.
| | | | | | | | | | | | | |
| | Three Months Ended | | | | | | | | ||||
| | June 30, | | Change | | | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % | | | |||
Cost of products sold | | $ | 311,511 | | $ | 319,517 | | $ | (8,006) | | (2.5) | % | |
Patient service equipment depreciation | | | 32,995 | | | 31,883 | | | 1,112 | | 3.5 | % | |
Other costs | | | 5,321 | | | 5,915 | | | (594) | | (10.0) | % | |
Cost of net revenue | | $ | 349,827 | | $ | 357,315 | | $ | (7,488) | | (2.1) | % | |
As a % of net revenue | | | 57.0 | % | | 52.4 | % | | | | | | |
| | | | | | | | | | | | | | ||||||||
| | Six Months Ended | | | | | | | | ||||||||||||
| | June 30, | | Change | | | |||||||||||||||
(Dollars in thousands) | | 2026 | | 2025 | | | $ | | % | | | ||||||||||
Cost of products sold | | $ | 626,903 | | $ | 636,906 | | $ | (10,003) | | (1.6) | % | | ||||||||
Patient service equipment depreciation | | | 61,884 | | | 63,566 | | | (1,682) | | (2.6) | % | | ||||||||
Other costs | | | 10,792 | | | 11,485 | | | (693) | | (6.0) | % | | ||||||||
Cost of net revenue | | $ | 699,579 | | $ | 711,957 | | $ | (12,378) | | (1.7) | % | | ||||||||
As a % of net revenue | | | 56.4 | % | | 52.5 | % | | | | | | | ||||||||
The decrease in cost of net revenue for the three and six months ended June 30, 2026 reflects the lower cost associated with net revenue decline of 10.1% and 8.5%, partially offset by manufacturer price increases.
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Operating expenses.
| | | | | | | | | | | | | |
| | Three Months Ended | | | | | |
| | ||||
| | June 30, | | Change | | | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| | |||
Selling, general and administrative expenses | | $ | 243,560 | | $ | 267,853 | | $ | (24,293) | | (9.1) | % | |
As a % of net revenue |
| | 39.7 | % | | 39.3 | % |
| | | | | |
Transaction breakage fee | | $ | — | | $ | 80,000 | | $ | (80,000) | | NM | | |
Acquisition-related charges and intangible amortization | | $ | 29,229 | | $ | 13,918 | | $ | 15,311 | | 110.0 | % | |
Exit and realignment charges, net | | $ | 25,768 | | $ | 2,541 | | $ | 23,227 | | 914.1 | % | |
NM - Not meaningful | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | Six Months Ended | | | | | |
| | ||||
| | June 30, | | Change |
| | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| | |||
Selling, general and administrative expenses | | $ | 498,786 | | $ | 530,223 | | $ | (31,437) | | (5.9) | % | |
As a % of net revenue | |
| 40.2 | % |
| 39.1 | % |
| | | | | |
Transaction breakage fee | | $ | — | | $ | 80,000 | | $ | (80,000) | | NM | | |
Acquisition-related charges and intangible amortization | | $ | 58,458 | | $ | 37,374 | | $ | 21,084 | | 56.4 | % | |
Exit and realignment charges, net | | $ | 2,216 | | $ | 16,166 | | $ | (13,950) | | (86.3) | % | |
NM - Not meaningful | | | | | | | | | | | | | |
The decrease in SG&A for the three and six months ended June 30, 2026 was driven primarily by a reduction in net revenue of $69 million and $115 million and realized personnel and other savings primarily due to the termination of the aforementioned contract with a commercial Payor, partially offset by inflationary increases.
Transaction breakage fee represents a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech acquisition.
Acquisition-related charges were $6.4 million and $22 million for the three and six months ended June 30, 2025 related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Intangible amortization was $29 million and $58 million for the three and six months ended June 30, 2026 and $7.6 million and $15 million for the three and six months ended June 30, 2025 relating to intangible assets acquired in the Apria and Byram acquisitions. The increase as compared to the prior year was driven by the remaining useful life for an intangible asset being modified as of June 30, 2025, as a result of a notice of a contract termination with the commercial Payor described above.
Exit and realignment charges, net were $26 million and $2.2 million for the three and six months ended June 30, 2026 and primarily included a $0.6 million loss and a $(51) million gain on sales of patient service equipment in connection with the contract termination with the commercial Payor described above, P&HS Sale related costs, including reimbursable separation costs of $22 million and $48 million, $2.1 million and $2.5 million in professional fees and charges related to IT and other strategic initiatives of $1.0 million and $3.0 million. Exit and realignment charges, net were $2.5 million and $16 million for the three and six months ended June 30, 2025 primarily including professional fees associated with strategic initiatives of $1.9 million and $8.1 million. For the six months ended June 30, 2025, exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5.
Non-operating expenses.
| | | | | | | | | | | | |
| | Three Months Ended | | | | | |
| ||||
| | June 30, | | Change | | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| |||
Interest expense, net | | $ | 34,539 | | $ | 26,009 | | $ | 8,530 | | 32.8 | % |
Effective interest rate | | | 7.0 | % | | 7.0 | % | | | | | |
Loss on modification and extinguishment of debt | | $ | 17,296 | | $ | — | | $ | 17,296 | | NM | |
Transaction financing fees, net | | $ | — | | $ | 18,288 | | $ | (18,288) | | NM | |
Other expense, net | | $ | 643 | | $ | 942 | | $ | (299) | | (31.7) | % |
NM - Not meaningful |
| | | | | | | | | | | |
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| | | | | | | | | | | | |
| | Six Months Ended | | | | | |
| ||||
| | June 30, | | Change |
| |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| |||
Interest expense, net | | $ | 66,887 | | $ | 50,223 | | $ | 16,664 | | 33.2 | % |
Effective interest rate | | | 6.8 | % | | 7.0 | % | | | | | |
Loss on modification and extinguishment of debt | | $ | 17,296 | | $ | — | | $ | 17,296 | | NM | |
Transaction financing fees, net | | $ | — | | $ | 18,288 | | $ | (18,288) | | NM | |
Other expense, net | | $ | 1,665 | | $ | 1,917 | | $ | (252) | | (13.1) | % |
NM - Not meaningful | |
| | | | | | | | | | |
Interest expense, net for the three and six months ended June 30, 2026 increased compared to the prior year period during which we allocated interest expense, net to discontinued operations as a ratio of net assets and total debt in accordance with ASC 205, Presentation of Financial Statements. See Note 2 in the Notes to Condensed Consolidated Financial Statements for additional information regarding discontinued operations interest expense, net for the three and six months ended June 30, 2025.
Loss on modification and extinguishment of debt of $17 million includes $16 million debt modification third party fees and $0.8 million in recognition of previously deferred debt issuance costs upon the completion of the Balance Sheet Optimization Transaction.
Transaction financing fees, net for the three and six months ended June 30, 2025 includes $12 million in net interest paid and $6.7 million in recognition of previously deferred debt issuance costs, all in connection with the previously expected Rotech acquisition.
Other expense, net for the three and six months ended June 30, 2026 and 2025 primarily includes interest cost and net actuarial losses related to our U.S. retirement plan.
Income taxes.
| | | | | | | | | | | | | |
| | Three Months Ended | | | | | |
| | ||||
| | June 30, | | Change | | | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| | |||
Income tax provision (benefit) | | $ | 1,442 | | $ | (1,127) | | $ | 2,569 | | 228.0 | % | |
Effective tax rate |
| | (1.6) | % | | 1.3 | % |
| | | | | |
| | | | | | | | | | | | | |
| | Six Months Ended | | | | | |
| | ||||
| | June 30, | | Change |
| | |||||||
(Dollars in thousands) | | 2026 | | 2025 | | $ | | % |
| | |||
Income tax benefit |
| $ | (8,336) |
| $ | (2,715) |
| $ | (5,621) |
| (207.0) | % |
|
Effective tax rate |
| | 8.0 | % | | 3.0 | % | | | | | |
|
The change in these rates was primarily from changes in results of operations, primarily due to the tax impact of the completion of the Balance Sheet Optimization Transaction in the second quarter of 2026, and the tax treatment associated with the $80 million transaction breakage fee recorded in the second quarter of 2025.
Non-GAAP Financial Measures
The following financial measures, Adjusted EBITDA and Free Cash Flow (FCF), are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). In general, non-GAAP measures exclude items and charges that (i) management does not believe reflect the Company’s core business and relate more to strategic, multi-year corporate activities; or (ii) relate to activities or actions that may have occurred in multiple or prior periods without predictable trends.
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Management provides these non-GAAP financial measures to investors as supplemental metrics because management believes it is useful to assist readers in assessing the effects of items and events on its financial and operating results and in comparing the Company’s performance to that of its competitors. However, the non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.
The non-GAAP financial measures disclosed by the Company should not be considered substitutes for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements set forth below should be carefully evaluated.
We use Adjusted EBITDA, a financial measure that is not in accordance with GAAP, to analyze our financial results and as one of our incentive metrics and to provide an understanding of underlying operating results and trends by excluding items that are not closely related to ongoing operations. We use FCF, a financial measure that is not in accordance with GAAP, to evaluate the capacity of our operations to generate free cash flow. We utilize FCF as a performance metric.
The costs of the P&HS business that are classified as discontinued operations include only direct operating expenses. Indirect costs, such as those related to corporate and shared services previously allocated to the P&HS business, do not meet the criteria for discontinued operations. These costs (stranded costs) are reported within continuing operations and are included within Adjusted EBITDA.
The following tables present the reconciliations of loss from continuing operations, net of tax to Adjusted EBITDA and FCF for the three and six months ended June 30, 2026 and 2025:
| | | | | | |
| | Three Months Ended June 30, | ||||
(Dollars in thousands) | | 2026 | | 2025 | ||
Loss from continuing operations, net of tax, as reported (GAAP) | | $ | (89,070) | | $ | (83,822) |
Income tax provision (benefit) | |
| 1,442 | |
| (1,127) |
Interest expense, net | |
| 34,539 | |
| 26,009 |
Acquisition-related charges and intangible amortization (1) | | | 29,229 | | | 13,918 |
Transaction breakage fee (2) | | | — | | | 80,000 |
Exit and realignment charges, net (3) | | | 25,768 | | | 2,541 |
Transaction financing fees, net (4) | | | — | | | 18,288 |
Litigation and related charges (5) | | | — | | | 121 |
Other depreciation and amortization (6) | | | 36,472 | | | 35,422 |
Stock compensation (7) | | | 4,004 | | | 4,861 |
Loss on modification and extinguishment of debt (8) | | | 17,296 | | | — |
Other (9) | |
| 409 | |
| 424 |
Adjusted EBITDA (non-GAAP) | | | 60,089 | | | 96,635 |
Non-cash convert to sale write off expense (10) | |
| 8,482 | |
| 14,152 |
Patient service equipment capital expenditures | |
| (43,796) | |
| (57,260) |
Interest paid | | | (49,878) | | | (38,358) |
Free cash flow (non-GAAP) | | $ | (25,103) | | $ | 15,169 |
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Table of Contents
| | | | | | |
| | Six Months Ended June 30, | ||||
(Dollars in thousands) | | 2026 | | 2025 | ||
Loss from continuing operations, net of tax, as reported (GAAP) | | $ | (95,537) | | $ | (87,632) |
Income tax benefit | |
| (8,336) | |
| (2,715) |
Interest expense, net | |
| 66,887 | |
| 50,223 |
Acquisition-related charges and intangible amortization (1) | | | 58,458 | | | 37,374 |
Transaction breakage fee (2) | | | — | | | 80,000 |
Exit and realignment charges, net (3) | | | 2,216 | | | 16,166 |
Transaction financing fees, net (4) | | | — | | | 18,288 |
Litigation and related charges (5) | | | 64 | | | 391 |
Other depreciation and amortization (6) | | | 68,984 | | | 70,758 |
Stock compensation (7) | | | 7,607 | | | 8,952 |
Loss on modification and extinguishment of debt (8) | | | 17,296 | | | — |
Other (9) | |
| 817 | |
| 848 |
Adjusted EBITDA (non-GAAP) | | | 118,456 | | | 192,653 |
Non-cash convert to sale write off expense (10) | |
| 18,898 | |
| 25,683 |
Patient service equipment capital expenditures | |
| (85,139) | |
| (101,744) |
Interest paid | | | (79,324) | | | (65,845) |
Free cash flow (non-GAAP) | | $ | (27,109) | | $ | 50,747 |
The following items have been excluded from our non-GAAP financial measures:
(1) Acquisition-related charges and intangible amortization for the three and six months ended June 30, 2025 includes $6.4 million and $22 million of acquisition-related charges related to the terminated acquisition of Rotech, which consisted primarily of legal and professional fees. Acquisition-related charges and intangible amortization also includes amortization of intangible assets established during acquisition method of accounting for business combinations. Acquisition-related charges consist primarily of one-time costs related to acquisitions, including transaction costs necessary to consummate acquisitions, which consist of investment banking advisory fees and legal fees, director and officer tail insurance expense, as well as transition costs, such as severance and retention bonuses, IT integration costs and professional fees. These amounts are highly dependent on the size and frequency of acquisitions and are being excluded to allow for a more consistent comparison with forecasted, current and historical results.
(2) Transaction breakage fee represents a cash payment to Rotech of $80 million during the three and six months ended June 30, 2025 for the termination of the Rotech acquisition.
(3) During the three and six months ended June 30, 2026 exit and realignment charges, net were $26 million and $2.2 million and primarily included a $0.6 million loss and $(51) million gain on sales of patient service equipment in connection with the contract termination with the commercial Payor described above, P&HS Sale related costs, including reimbursable separation costs of $22 million and $48 million, $2.1 million and $2.5 million in professional fees and charges related to IT and other strategic initiatives of $1.0 million and $3.0 million. Exit and realignment charges, net were $2.5 million and $16 million for the three and six months ended June 30, 2025 and primarily included professional fees associated with strategic initiatives of $1.9 million and $8.1 million. During the six months ended June 30, 2025 exit and realignment charges, net also included $6.8 million related to wind-down costs of Fusion5. These costs are not normal recurring, cash operating expenses necessary for the Company to operate its business on an ongoing basis.
(4) Transaction financing fees, net for the three and six months ended June 30, 2025 includes $12 million in net interest paid and $6.7 million in recognition of previously deferred debt issuance costs, all in connection with the previously expected Rotech acquisition.
(5) Litigation and related charges includes settlement costs and related charges of legal matters. These costs do not occur in the ordinary course of our business and are inherently unpredictable in timing and amount.
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(6) Other depreciation and amortization relates to patient service equipment and other fixed assets, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization.
(7) Stock compensation includes share-based compensation expense related to our share-based compensation plans, excluding such amounts captured within exit and realignment charges, net or acquisition-related charges and intangible amortization.
(8) Loss on modification and extinguishment of debt of $17 million includes $16 million debt modification third party fees and $0.8 million in recognition of previously deferred debt issuance costs upon the completion of the Balance Sheet Optimization Transaction.
(9) For the three and six months ended June 30, 2026 and 2025, other includes interest costs and net actuarial losses related to our frozen noncontributory, unfunded retirement plan for certain retirees in the U.S.
(10) Non-cash convert to sale write off expense includes non-cash charges primarily for equipment converted from rental to sales, excluding such amounts captured within exit and realignment charges, net. This reflects the non-cash write-off of the remaining book value of patient service equipment at the time of sale. The purchase of patient service equipment is captured within capital expenditures and is subsequently charged to our statements of operations through normal depreciation and this non-cash convert to sale write off expense. This line item does not include non-cash write off expense associated with sales of patient service equipment in connection with the contract termination with a commercial Payor, as such amounts are captured within exit and realignment charges, net.
Financial Condition, Liquidity and Capital Resources
Financial condition. We monitor operating working capital through days sales outstanding (DSO). We estimate a hypothetical increase (decrease) in DSO of one day would result in a decrease (increase) in our cash balances, an increase (decrease) in borrowings against our Revolving Credit Agreement, or a combination thereof of approximately $6.7 million.
The majority of our cash and cash equivalents are held in cash depository accounts with major banks in the U.S. Changes in our working capital can vary in the normal course of business based upon the timing of capital expenditures, inventory purchases, collections of accounts receivable and payments to suppliers.
| | | | | | | | | | | | | |
| | | | | | | | Change |
| | |||
(Dollars in thousands) | | June 30, 2026 | | December 31, 2025 | | $ | | % |
| | |||
Cash and cash equivalents | | $ | 7,651 | | $ | 281,989 | | $ | (274,338) | | (97.3) | % | |
Accounts receivable, net | | $ | 120,082 | | $ | 95,907 | | $ | 24,175 | | 25.2 | % | |
DSO (1) | | | 17.8 | | | 12.4 | | | | | | | |
Accounts payable |
| $ | 352,798 |
| $ | 363,565 |
| $ | (10,767) |
| (3.0) | % |
|
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Liquidity and capital expenditures. The following table summarizes our condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025:
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
(Dollars in thousands) | | 2026 | | 2025 | ||
Net cash (used for) provided by: |
| | |
| | |
Operating activities from continuing operations | | $ | (76,083) | | $ | (28,117) |
Operating activities from discontinued operations | | | — | | | 30,661 |
Operating activities | | | (76,083) | | | 2,544 |
Investing activities from continuing operations | | | 22,680 | | | (74,199) |
Investing activities from discontinued operations | | | — | | | (26,918) |
Investing activities | |
| 22,680 | |
| (101,117) |
Financing activities from continuing operations | | | (220,894) | | | 128,166 |
Financing activities from discontinued operations | | | — | | | (3,689) |
Financing activities | |
| (220,894) | |
| 124,477 |
Effect of exchange rate changes | |
| (41) | |
| 1,801 |
Net (decrease) increase in cash and cash equivalents | | $ | (274,338) | | $ | 27,705 |
Cash used for operating activities in the first six months of 2026 reflected a net loss and unfavorable changes in working capital, including $24 million in payments related to professional and closing costs of the P&HS Sale, a $19 million tax payment as described in Note 7 in the Notes to Condensed Consolidated Financial Statements, a $15 million payment of reimbursable separation costs related to the P&HS Sale as described in Note 4 in the Notes to Condensed Consolidated Financial Statements, $12 million of interest paid in connection with the Balance Sheet Optimization Transaction that was originally scheduled to be paid subsequent to June 30, 2026, and the timing of teammate incentives. Cash provided by operating activities in the first six months of 2025 reflected a $130 million benefit from accounts receivable sold under the Receivables Sale Program, $104 million of which relates to accounts receivables sold of the P&HS segment, partially offset by an $80 million payment for the termination of the Rotech acquisition, $18 million in transaction financing fees, net for the Rotech financing, and unfavorable changes in working capital from continuing operations.
Cash provided by investing activities in the first six months of 2026 included capital expenditures of $91 million, primarily for patient service equipment and our strategic and operational efficiency initiatives associated with other fixed assets and capitalized software, offset by $112 million in proceeds from sales of patient service equipment and other fixed assets including $85 million in proceeds from sales in connection with the Payor contract termination. Cash used for investing activities in the first six months of 2025 included capital expenditures of $107 million, primarily for patient service equipment and $27 million in cash used from discontinued operations, offset by $35 million in proceeds from sales of patient service equipment.
Cash used for financing activities in the first six months of 2026 includes $17 million in debt issuance costs paid and net repayments of $204 million under our Revolving Credit Agreement. Cash provided by financing activities in the first six months of 2025 included net borrowings of $135 million under our Revolving Credit Agreement.
Capital Resources. Our primary sources of liquidity include cash and cash equivalents, our Amended Receivables Sale Program, and our Revolving Credit Agreement. These funds are used to meet our cash obligations which primarily consist of debt service costs, capital expenditures including patient service equipment, inventory purchases, teammate costs, and other operating and non-operating costs.
On December 31, 2025, we entered into an Amended and Restated Receivables Purchase Agreement (the Amended Receivables Sale Program) with persons from time to time party thereto, as Purchasers, PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, pursuant to which accounts receivable with an aggregate outstanding amount not to exceed $150 million are sold, on a limited-recourse basis, to the Purchasers in exchange for cash. Transactions under this agreement are accounted for as sales in accordance with ASC 860, Transfers and Servicing, with the sold receivables removed from our condensed consolidated balance sheets.
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Total accounts receivable sold under the Amended Receivables Sale Program were $221 million and $466 million during the three and six months ended June 30, 2026. We collected $239 million and $470 million of the sold accounts receivable during the three and six months ended June 30, 2026. The losses on sale of accounts receivable recorded in SG&A were $1.8 million and $3.3 million for the three and six months ended June 30, 2026. As of June 30, 2026 and December 31, 2025 there was a total of $130 million and $134 million of uncollected accounts receivable sold and removed from our condensed consolidated balance sheet under the Amended Receivables Sale Program.
We have $511 million in outstanding Term Loan B under a term loan credit agreement (the Credit Agreement). The interest rate on the Term Loan B is based on either the Term SOFR or the Base Rate plus an Applicable Rate and matures in March 2029.
The Revolving Credit Agreement provides a revolving borrowing capacity of $300 million. The interest rate on our Revolving Credit Agreement is based on a spread over a benchmark rate (as described in the Revolving Credit Agreement). The Revolving Credit Agreement matures in January 2030 with potential springing maturities, the earliest being December 2028.
At June 30, 2026, we had no outstanding borrowings on our Revolving Credit Agreement and letters of credit outstanding, which reduce Revolving Credit Agreement availability, totaling $29 million, leaving $271 million available for borrowing.
At December 31, 2025, we had $204 million in outstanding borrowings on our Revolving Credit Agreement and letters of credit outstanding, which reduce Revolving Credit Agreement availability, totaling $30 million, leaving $217 million available for borrowing. As described in Note 5 in the Notes to Condensed Consolidated Financial Statements, the borrowing capacity was amended on June 15, 2026. As of December 31, 2025, the borrowing capacity was $450 million.
The Revolving Credit Agreement, the Credit Agreement, the Amended Receivables Sale Program, the 2032 Notes and the 2033 Notes contain cross-default provisions which could result in the acceleration of payments due in the event of default of any of the related agreements. The terms of the applicable credit agreements also require us to maintain ratios for leverage and interest coverage, including on a pro forma basis in the event of an acquisition or divestiture. We were in compliance with our debt covenants at June 30, 2026.
We regularly evaluate market conditions, our liquidity profile and various financing alternatives to enhance our capital structure. We have, from time to time, entered into, and from time to time in the future, we may enter into transactions to repay, repurchase or redeem our outstanding indebtedness (including by means of open market purchases, privately negotiated repurchases, tender or exchange offers and/or repayments or redemptions pursuant to the debt’s terms). Our ability to consummate any such transaction will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We cannot provide any assurance as to if or when we will consummate any such transactions or the terms of any such transaction.
On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million through February 2027. We do not intend to make use of the authorized repurchase program. During the three and six months ended June 30, 2026, we did not repurchase any shares. During the period from February 26, 2025 (the date the share repurchase program was authorized) through December 31, 2025, we repurchased shares in open-market transactions and retired approximately 2.0 million shares of our common stock for an aggregate of $10 million, or a weighted average price per share of $5.19.
We believe cash generated by operating activities, including available cash proceeds from the Amended Receivables Sale Program, available financing sources, and borrowings under the Revolving Credit Agreement, as well as cash on hand, will be sufficient to fund our working capital needs, capital expenditures, long-term strategic growth, payments under long-term debt and lease arrangements, debt repurchases and other cash requirements. While we believe that we will have the ability to meet our financing needs in the foreseeable future, changes in economic conditions may
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impact (i) the ability of financial institutions to meet their contractual commitments to us, (ii) the ability of our customers and suppliers to meet their obligations to us or (iii) our cost of borrowing.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements, see our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 13 in the Notes to Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q for the period ended on June 30, 2026.
Forward-looking Statements
Certain statements in this discussion constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although we believe our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, all forward-looking statements involve risks and uncertainties and, as a result, actual results could differ materially from those projected, anticipated or implied by these statements. Such forward-looking statements involve known and unknown risks, including, but not limited to:
| ● | our ability to successfully separate from the P&HS business; |
| ● | our ability to successfully transition off of transition services timely; |
| ● | increasing competitive and pricing pressures in the marketplace; |
| ● | our ability to retain existing and attract new customers and our dependence on sales to certain customers; |
| ● | our dependence on certain vendors, suppliers and third-parties; |
| ● | our ability to successfully identify, close, manage or integrate acquisitions; |
| ● | our ability to successfully implement our strategic initiatives; |
| ● | our ability to timely select and appoint the Company’s next President and CEO; |
| ● | uncertainties related to, and our ability to adapt to and comply with, changes in government regulations, including healthcare, tax and product licensing laws and regulations; |
| ● | uncertainties related to general economic, regulatory and business conditions and our ability to adapt to changes in product pricing and other terms of purchase by suppliers of product; |
| ● | uncertainties related to reimbursement qualification for non-invasive ventilation products; |
| ● | the ability of customers and suppliers to meet financial commitments due to us; |
| ● | changing trends in customer profiles and ordering patterns; |
| ● | our ability to manage operating expenses and improve operational efficiencies; |
| ● | availability of, and our ability to access, special inventory buying opportunities; |
| ● | our ability to continue to obtain financing at reasonable rates and to manage financing costs and interest rate risk, and our ability to refinance, extend or repay our substantial indebtedness; |
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| ● | our ability to attract and retain talented and qualified teammates; |
| ● | recalls of any products, or safety risks or the discovery of serious safety issues with the products we sell; |
| ● | changes, delays and uncertainties in the reimbursement process; |
| ● | our ability to meet the terms to qualify for supplier incentives; |
| ● | our ability to avoid infringement, misappropriation or other violations of the intellectual property and proprietary rights of third parties; |
| ● | our ability to engage in transactions that may be limited by the restrictive covenants in our credit facilities and notes; |
| ● | the risk that information systems are interrupted, damaged or fail for any extended period of time, that new information systems are not successfully implemented or integrated, or that there is a data security breach in our information systems or a third party’s information systems that impacts our business; |
| ● | risks related to public health crises or future outbreaks of health crises or other adverse public health developments; |
| ● | the risk of an impairment to goodwill or other long-lived assets; |
| ● | our ability to timely or adequately respond to technological advances; |
| ● | our failure to adequately insure against losses, including from substantial claims and litigation; |
| ● | our ability to meet performance targets specified by customer contracts under contractual commitments; |
| ● | the outcome of outstanding and any future litigation, including product and professional liability claims; |
| ● | volatility in the price of our common stock and securities; and |
| ● | other factors detailed from time to time in the reports we file with the SEC, including those described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. |
We undertake no obligation to update or revise any forward-looking statements, except as required by applicable law.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Certain quantitative and qualitative market risk disclosures are described in our Annual Report on Form 10-K for the year ended December 31, 2025. Changes to our variable rate debt are described in Note 5 in the Notes to Condensed Consolidated Financial Statements and the termination of our interest rate swap is described in Note 6 in the Notes to Condensed Consolidated Financial Statements. Through June 30, 2026, there have been no material changes in the quantitative and qualitative market risk disclosures described in such Annual Report.
Item 4. Controls and Procedures
We carried out an evaluation, with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the principal executive officer and principal financial officer concluded that our disclosure
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controls and procedures were effective as of June 30, 2026. There was no change in our internal control over financial reporting that occurred during the period of this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
Certain legal proceedings pending against us are described in our Annual Report on Form 10-K for the year ended December 31, 2025. Through June 30, 2026, there have been no material developments in any legal proceedings reported in such Annual Report.
Item 1A. Risk Factors
Certain risk factors that we believe could affect our business and prospects are described in our Annual Report on Form 10-K for the year ended December 31, 2025. Through June 30, 2026, there have been no material changes in the risk factors described in such Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million through February 2027. We do not intend to make use of the authorized repurchase program.
| | | | | | | | | | |
(in thousands, except per share data) | | | | | | | | | | |
Period | | Total Number of Shares Purchased | | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program (1) | | | Approximate Dollar Value of Shares That May Yet be Purchased Under the Program (2) |
February 26-February 28, 2025 | | — | | $ | — | | — | | $ | 100,000 |
March 1-March 31, 2025 | | 173 | | $ | 8.66 | | 173 | | $ | 98,500 |
April 1-April 30, 2025 | | 653 | | $ | 7.87 | | 653 | | $ | 93,360 |
May 1-May 31, 2025 | | — | | $ | — | | — | | $ | 93,360 |
June 1-June 30, 2025 | | — | | $ | — | | — | | $ | 93,360 |
July 1-July 31, 2025 | | — | | $ | — | | — | | $ | 93,360 |
August 1-August 31, 2025 | | — | | $ | — | | — | | $ | 93,360 |
September 1-September 30, 2025 | | — | | $ | — | | — | | $ | 93,360 |
October 1-October 31, 2025 | | — | | $ | — | | — | | $ | 93,360 |
November 1-November 30, 2025 | | 1,129 | | $ | 3.10 | | 1,129 | | $ | 89,860 |
December 1-December 31, 2025 | | — | | $ | — | | — | | $ | 89,860 |
January 1-January 31, 2026 | | — | | $ | — | | — | | $ | 89,860 |
February 1-February 28, 2026 | | — | | $ | — | | — | | $ | 89,860 |
March 1-March 31, 2026 | | — | | $ | — | | — | | $ | 89,860 |
April 1-April 30, 2026 | | — | | $ | — | | — | | $ | 89,860 |
May 1-May 31, 2026 | | — | | $ | — | | — | | $ | 89,860 |
June 1-June 30, 2026 | | — | | $ | — | | — | | $ | 89,860 |
Total (3) | | 1,955 | | | | | 1,955 | | | |
| (1) | On February 26, 2025, our Board of Directors authorized a share repurchase program of up to $100 million. The program expires in February 2027. We do not intend to make use of the authorized repurchase program. |
| (2) | During the period from February 26, 2025 (the date the share repurchase program was authorized) through June 30, 2026, we repurchased shares in open-market transactions and retired approximately 2.0 million shares of our common stock for an aggregate of $10 million, or a weighted average price per share of $5.19. |
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| (3) | Represents the period from February 26, 2025 (the date the share repurchase program was authorized) through June 30, 2026. |
Item 5. Other Information.
During the three months ended June 30, 2026, none of our directors or officers informed us of the
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Item 6. Exhibits
| (a) | Exhibits |
| | |
4.1 | | First Lien Indenture, dated as of June 15, 2026, by and among the Company, the guarantors named therein and Regions Bank, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
4.2 | | Form of Global Note for the 9.000% Senior Secured Notes due 2032 (included as Exhibit A to Exhibit 4.1 hereto) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
4.3 | | Second Lien Indenture, dated as of June 15, 2026, by and among the Company, the guarantors named therein and Regions Bank, as trustee and as collateral agent (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
4.4 | | Form of Global Note for the 9.750% Senior Secured Notes due 2033 (included as Exhibit A to Exhibit 4.3 hereto) (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
4.5 | | Second Supplemental Indenture, dated as of June 9, 2026, by and among the Company, the guarantors party thereto and Regions Bank, as trustee, to the Indenture dated as of March 10, 2021 (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
4.6 | | Second Supplemental Indenture, dated as of June 9, 2026, by and among the Company, the guarantors party thereto and Regions Bank, as trustee, to the Indenture dated as of March 29, 2022 (incorporated by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
10.1 | | Commitment and Consent Letter dated as of May 11, 2026, by and among the Company and the Commitment Parties (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 11, 2026). |
| | |
10.2 | | Amendment No. 4 to Credit Agreement and Consent, dated June 15, 2026, by and among the Company, as Parent Borrower, the other borrowers party thereto, the guarantors party thereto, each consenting lender party thereto and Bank of America, N.A., as administrative agent, collateral agent, letter of credit issuer and swingline lender (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
10.3 | | Amendment No. 2 to Term Loan Credit Agreement and Consent, dated June 15, 2026, by and among the Company, as Parent Borrower, the other borrowers party thereto, the guarantors party thereto, each consenting Term A-1 Term Lender party thereto, each consenting Term B-1 Term Lender party thereto and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on June 15, 2026). |
| | |
10.4 | | Accendra Health, Inc. Amended and Restated 2023 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 2, 2026). |
| | |
31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
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32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
101.INS | | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| | |
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.DEF | | Inline XBRL Taxonomy Definition Linkbase Document |
| | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
104 | | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) |
| | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
| Accendra Health, Inc. |
| (Registrant) |
| |
Date: August 10, 2026 | /s/ Edward A. Pesicka |
| Edward A. Pesicka |
| President, Chief Executive Officer & Director |
| |
Date: August 10, 2026 | /s/ Jonathan A. Leon |
| Jonathan A. Leon |
| Executive Vice President & Chief Financial Officer |
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