LMRI 8-K
Lumexa Imaging Holdings, Inc. (LMRI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 2.02. | Results of Operations and Financial Condition. |
On August 12, 2026, Lumexa Imaging Holdings, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to Item 2.02 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act.
| Item 7.01. | Regulation FD Disclosure. |
The information described under Item 2.02 above is incorporated by reference in this Item 7.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated August 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMEXA IMAGING HOLDINGS, INC. | ||||||
| By: | /s/ J. Anthony Martin | |||||
| Date: August 12, 2026 | Name: | J. Anthony Martin | ||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
Lumexa Imaging Announces Second Quarter 2026 Results
RALEIGH, N. C., August 12, 2026—Lumexa Imaging (Nasdaq: LMRI), one of the nation’s largest providers of outpatient imaging services, today reported results for the second quarter ended June 30, 2026, and updated its full year 2026 outlook.
“During the second quarter, we continued to build on our momentum, delivering strong same-center growth, expanding our mix of advanced imaging and ramping new centers,” said Caitlin Zulla, Chief Executive Officer of Lumexa Imaging. “Some highlights include announcing four new imaging centers year to date and a joint venture with Hospital for Special Surgery (HSS), a globally recognized leader in musculoskeletal health, marking our ninth health system partnership and our second new joint venture in the past twelve months.”
“With a large and growing addressable market and durable demand tailwinds, we believe Lumexa Imaging is well positioned to deliver sustained, profitable growth while expanding access to high-quality, lower-cost imaging for patients, providers, and payors.”
Second Quarter 2026 Highlights:
All comparisons are to the quarter ended June 30, 2025, unless otherwise noted
| • | Consolidated revenues of $264.2 million, an increase of 5.1% from $251.4 million |
| • | System-wide revenue growth of 6.0% |
| • | Consolidated advanced outpatient volume growth of 6.8% and 6.3% system-wide |
| • | Same-center advanced outpatient volume growth of 5.2% consolidated and 4.9% system-wide |
| • | Net income of $2.7 million as compared to net loss of $7.2 million |
| • | Adjusted EBITDA of $56.4 million as compared to $56.3 million; and a 21.4% Adjusted EBITDA margin as compared to 22.4% |
| • | GAAP EPS of $0.03 per share and Adjusted EPS of $0.20 per share |
2026 Full Year Outlook:
Lumexa Imaging provided an update on its guidance for the full year ended December 31, 2026.
| • | Reiterating full-year 2026 consolidated revenue guidance of $1.045 billion to $1.097 billion. |
| • | Narrowing its full-year 2026 Adjusted EBITDA guidance range to $235 million to $241 million, from its prior range of $234 million to $242 million. The midpoint of $238 million is unchanged. This includes approximately $7 million of public company costs that were not incurred in 2025. (At the midpoint of guidance, the addition of these costs lowers Adjusted EBITDA growth for 2026 versus 2025 from 7% to 4%) |
| • | Reiterating guidance for Adjusted EPS of $0.71 to $0.77 per share. |
Lumexa Imaging Earnings Conference Call and Webcast
Lumexa Imaging will host a conference call to discuss its second quarter 2026 results, as well as its 2026 outlook, on August 12, 2026 at 5:00 p.m. ET. The call can be accessed via live audio webcast online at ir.lumexaimaging.com. A replay of the webcast will be available at the same link shortly after the completion of the call and will remain available for approximately one year.
Statement Regarding Use of Non-GAAP Financial Measures
This press release uses Adjusted EBITDA and Adjusted EPS, financial measures that are not calculated in accordance with GAAP. We use Adjusted EBITDA and Adjusted EPS, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) review and assess the operating performance of our management team; and (iv) analyze and evaluate financial and strategic planning decisions regarding future operations and annual operating budgets. For a reconciliation of Adjusted EBITDA and Adjusted EPS to the most directly comparable measure calculated in accordance with GAAP, please see below.
We have not reconciled our Adjusted EBITDA or Adjusted EPS guidance to their most directly comparable GAAP measures because we do not and are not able to provide guidance for those GAAP measures due to the uncertainty and potential variability of certain reconciling items, including transaction costs, severance and executive recruiting. Because such items cannot be provided without unreasonable efforts, we are unable to provide the corresponding reconciliations. However, such reconciling items could have a significant impact on our future results.
About Lumexa Imaging
Lumexa Imaging is a nationwide provider of outpatient medical imaging. With over 5,000 team members and greater than 190 outpatient imaging centers, our team conducted approximately 4 million outpatient procedures system-wide in 2025. We are a partner of choice for health systems and radiologists, delivering best-in-class clinical excellence, operations, and state-of-the-art technology across our platform.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding our expectations regarding our financial position and operating performance,
including our guidance for full year 2026 and our assumptions underlying such guidance; our ability to drive future growth and execute on our goals and strategies; and our expectations regarding our product innovation. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to those risk factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K for the year ended December 31, 2025 and our later dated Quarterly Reports on Form 10-Q, each as filed with the Securities and Exchange Commission. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligations to update any forward-looking statements, except as required by law.
Investor Contact
Sue Dooley
Lumexa Imaging
Media Contact
Melissa Weston
Lumexa Imaging
Lumexa Imaging Q2 2026 Outpatient Volumes Highlights:
| Consolidated | 2Q26 | 2Q25 | Increase YoY |
|||||||||
| Consolidated total procedures |
617,722 | 602,366 | 2.5 | % | ||||||||
| Consolidated advanced procedures |
193,125 | 180,911 | 6.8 | % | ||||||||
| % advanced procedures |
31.3 | % | 30.0 | % | 123bps | |||||||
| Consolidated same-center advanced volume growth |
— | — | 5.2 | % | ||||||||
| System-wide |
||||||||||||
| System-wide total procedures |
1,022,874 | 992,118 | 3.1 | % | ||||||||
| System-wide advanced procedures |
382,506 | 359,948 | 6.3 | % | ||||||||
| % advanced procedures |
37.4 | % | 36.3 | % | 111bps | |||||||
| System-wide same-center advanced volume growth |
— | — | 4.9 | % | ||||||||
| Note: | Advanced Procedures includes MRI and CT modalities. Center count at June 30, 2026 was 192 total, 88 JV and 104 consolidated. |
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR COMMON SHARES)
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ | 69,705 | $ | 58,828 | ||||
| Accounts receivable |
120,637 | 112,942 | ||||||
| Accounts receivable, related party |
20,024 | 18,893 | ||||||
| Other receivables |
31,552 | 19,015 | ||||||
| Prepaid expenses |
14,498 | 17,582 | ||||||
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|||||
| Total current assets |
256,416 | 227,260 | ||||||
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|||||
| Property and equipment, net of accumulated depreciation |
156,062 | 144,709 | ||||||
| Operating lease right-of-use assets |
77,033 | 76,555 | ||||||
| Investments in unconsolidated affiliates |
423,331 | 423,191 | ||||||
| Intangible assets, net of accumulated amortization |
39,722 | 41,335 | ||||||
| Goodwill |
807,554 | 807,554 | ||||||
| Other assets |
48,654 | 43,953 | ||||||
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| TOTAL ASSETS |
$ | 1,808,772 | $ | 1,764,557 | ||||
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| LIABILITIES AND EQUITY |
||||||||
| Accounts payable |
$ | 27,062 | $ | 44,857 | ||||
| Accrued expenses and other current liabilities |
109,167 | 95,561 | ||||||
| Accounts receivable pledging arrangement |
1,267 | 1,599 | ||||||
| Current portion of long-term debt |
14,330 | 13,112 | ||||||
| Current portion of finance lease liabilities |
14,597 | 11,552 | ||||||
| Current portion of operating lease liabilities |
11,932 | 12,513 | ||||||
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|||||
| Total current liabilities |
178,355 | 179,194 | ||||||
| Long-term debt, less current maturities |
819,753 | 819,029 | ||||||
| Long-term finance lease liabilities, less current maturities |
41,177 | 33,262 | ||||||
| Long-term operating lease liabilities, less current maturities |
72,296 | 71,437 | ||||||
| Deferred income taxes |
43,592 | 40,772 | ||||||
| Other liabilities |
38,538 | 34,740 | ||||||
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| Total liabilities |
1,193,711 | 1,178,434 | ||||||
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| COMMITMENTS AND CONTINGENCIES |
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| EQUITY: |
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| Common stock, $0.001 par value, 1,000,000,000 shares authorized, 96,074,976 shares issued and outstanding at June 30, 2026 and 96,109,927 shares issued and outstanding at December 31, 2025 |
96 | 96 | ||||||
| Additional paid-in-capital |
1,241,563 | 1,217,087 | ||||||
| Accumulated deficit |
(626,598 | ) | (631,060 | ) | ||||
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| Total equity |
615,061 | 586,123 | ||||||
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| TOTAL LIABILITIES AND EQUITY |
$ | 1,808,772 | $ | 1,764,557 | ||||
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LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
(Unaudited)
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| REVENUES: |
||||||||
| Net patient service revenue |
$ | 203,735 | $ | 198,185 | ||||
| Management fee and other revenue |
60,427 | 53,217 | ||||||
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| Total revenues |
264,162 | 251,402 | ||||||
| OPERATING EXPENSES: |
||||||||
| Cost of operations, excluding depreciation and amortization |
225,285 | 212,265 | ||||||
| General and administrative expenses |
24,397 | 18,689 | ||||||
| Depreciation and amortization |
10,083 | 9,279 | ||||||
| (Gain) loss on disposal of property and equipment |
(24 | ) | 16 | |||||
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|
|||||
| Total operating expenses |
259,741 | 240,249 | ||||||
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| Equity in earnings of unconsolidated affiliates |
18,619 | 16,527 | ||||||
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| INCOME FROM OPERATIONS |
23,040 | 27,680 | ||||||
| OTHER EXPENSES: |
||||||||
| Interest expense |
16,222 | 30,097 | ||||||
| Loss on extinguishment and modification of debt |
1,053 | — | ||||||
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|||||
| Total other expenses |
17,275 | 30,097 | ||||||
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| INCOME (LOSS) BEFORE INCOME TAXES |
5,765 | (2,417 | ) | |||||
| Income tax provision |
3,020 | 4,809 | ||||||
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| NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) |
$ | 2,745 | $ | (7,226 | ) | |||
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| Weighted average shares outstanding: |
||||||||
| Basic |
95,983,246 | 69,526,574 | ||||||
| Diluted |
96,039,426 | 69,526,574 | ||||||
| Net income (loss) per common share |
||||||||
| Basic |
$ | 0.03 | $ | (0.10 | ) | |||
| Diluted |
$ | 0.03 | $ | (0.10 | ) | |||
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| REVENUES: |
||||||||
| Net patient service revenue |
$ | 401,053 | $ | 390,483 | ||||
| Management fee and other revenue |
115,646 | 105,920 | ||||||
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| Total revenues |
516,699 | 496,403 | ||||||
| OPERATING EXPENSES: |
||||||||
| Cost of operations, excluding depreciation and amortization |
443,040 | 420,662 | ||||||
| General and administrative expenses |
44,732 | 36,181 | ||||||
| Depreciation and amortization |
20,005 | 18,330 | ||||||
| (Gain) loss on disposal of property and equipment |
113 | (146 | ) | |||||
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| Total operating expenses |
507,890 | 475,027 | ||||||
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| Equity in earnings of unconsolidated affiliates |
33,643 | 31,845 | ||||||
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| INCOME FROM OPERATIONS |
42,452 | 53,221 | ||||||
| OTHER EXPENSES: |
||||||||
| Interest expense |
32,553 | 59,946 | ||||||
| Loss on extinguishment and modification of debt |
1,053 | — | ||||||
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| Total other expenses |
33,606 | 59,946 | ||||||
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| INCOME (LOSS) BEFORE INCOME TAXES |
8,846 | (6,725 | ) | |||||
| Income tax provision |
4,384 | 8,188 | ||||||
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| NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) |
$ | 4,462 | $ | (14,913 | ) | |||
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| Weighted average shares outstanding: |
||||||||
| Basic |
95,983,240 | 69,524,980 | ||||||
| Diluted |
96,011,335 | 69,524,980 | ||||||
| Net income (loss) per common share |
||||||||
| Basic |
$ | 0.05 | $ | (0.21 | ) | |||
| Diluted |
$ | 0.05 | $ | (0.21 | ) | |||
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income (loss) |
$ | 4,462 | $ | (14,913 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities |
||||||||
| Depreciation and amortization |
20,005 | 18,330 | ||||||
| Amortization of operating lease right-of-use assets |
7,956 | 7,424 | ||||||
| Amortization of debt issuance costs |
1,437 | 2,871 | ||||||
| Amortization of cloud computing implementation costs |
760 | 184 | ||||||
| Write-off of debt issuance costs related to extinguishment of debt |
46 | — | ||||||
| Equity in earnings of unconsolidated affiliates |
(33,643 | ) | (31,845 | ) | ||||
| Distributions from investments in unconsolidated affiliates |
36,869 | 32,820 | ||||||
| Loss on disposal of property and equipment |
113 | (146 | ) | |||||
| Deferred income taxes |
2,820 | 1,477 | ||||||
| Stock-based compensation |
25,011 | 14,720 | ||||||
| Other |
(535 | ) | — | |||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(7,695 | ) | (6,870 | ) | ||||
| Accounts receivable, related party |
(1,131 | ) | (2,035 | ) | ||||
| Capitalized cloud computing implementation costs |
(1,647 | ) | (1,421 | ) | ||||
| Other receivables |
(12,537 | ) | (5,410 | ) | ||||
| Prepaid expenses |
3,034 | (7,028 | ) | |||||
| Other assets |
(4,723 | ) | (11,311 | ) | ||||
| Accounts payable |
(18,596 | ) | 1,214 | |||||
| Accrued expenses and other current liabilities |
18,085 | (11,002 | ) | |||||
| Other liabilities |
3,798 | 7,018 | ||||||
| Operating lease liabilities |
(8,156 | ) | (5,966 | ) | ||||
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| Net cash provided by (used in) operating activities |
35,733 | (11,889 | ) | |||||
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| CASH FLOWS FROM INVESTING ACTIVITIES: |
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| Proceeds from sale or disposal of property and equipment |
40 | 713 | ||||||
| Acquisition of intangible asset |
(600 | ) | — | |||||
| Purchases of property and equipment |
(14,985 | ) | (5,602 | ) | ||||
| Contributions to investments in unconsolidated affiliates |
(3,366 | ) | — | |||||
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| Net cash used in investing activities |
(18,911 | ) | (4,889 | ) | ||||
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| CASH FLOWS FROM FINANCING ACTIVITIES: |
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| Payment of third-party debt issuance costs |
(154 | ) | — | |||||
| Proceeds from long-term debt |
9,536 | 496 | ||||||
| Payments of long-term debt |
(8,393 | ) | (7,821 | ) | ||||
| Proceeds from revolving line of credit |
— | 5,000 | ||||||
| Payments of finance lease liabilities |
(6,602 | ) | (2,998 | ) | ||||
| Capital contributions |
— | 715 | ||||||
| Repayments on accounts receivable pledging arrangement |
(332 | ) | — | |||||
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| Net cash used in financing activities |
(5,945 | ) | (4,608 | ) | ||||
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| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
10,877 | (21,386 | ) | |||||
| CASH AND CASH EQUIVALENTS, beginning of period |
58,828 | 26,131 | ||||||
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| CASH AND CASH EQUIVALENTS, end of period |
$ | 69,705 | $ | 4,745 | ||||
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LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(IN THOUSANDS)
(Unaudited)
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) |
$ | 2,745 | $ | (7,226 | ) | |||
| Depreciation and amortization |
10,083 | 9,279 | ||||||
| Income tax provision |
3,020 | 4,809 | ||||||
| Amortization of basis difference |
573 | 500 | ||||||
| Interest expense |
16,222 | 30,097 | ||||||
| Stock-based compensation |
12,737 | 8,346 | ||||||
| Loss on extinguishment and modification of debt |
1,053 | — | ||||||
| Loss (gain) on disposal of property and equipment |
(24 | ) | 16 | |||||
| Severance and executive recruiting(1) |
686 | 803 | ||||||
| Strategic initiatives and implementation(2) |
2,659 | 1,018 | ||||||
| Transaction costs(3) |
707 | 3,875 | ||||||
| Litigation and settlements(4) |
1,173 | — | ||||||
| Other(5) |
87 | 142 | ||||||
| Adjustments for equity in earnings of unconsolidated affiliates(6) |
4,724 | 4,615 | ||||||
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| Adjusted EBITDA |
$ | 56,445 | $ | 56,274 | ||||
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| (1) | Includes severance and recruiting expenses for executive leadership departures as part of strategic organizational changes. |
| (2) | Includes third-party consulting, implementation, and integration expenses incurred as part of our strategic transformation and optimization initiatives, specifically related to the deployment of a new technology system and labor model, as well as the development, customization, and integration of a new enterprise resource planning system. |
| (3) | Includes costs for third party non-recurring IPO costs, buy-side and sell-side due diligence activities to evaluate and execute potential mergers and acquisitions, integrate acquired businesses and one-time employee retention bonuses related to potential mergers and acquisitions. |
| (4) | Consists of litigation and settlement costs for matters not related to core operations. |
| (5) | Consists of other costs related to debt financing, certain de novo start-up costs related to outpatient imaging centers and certain exit costs related to closed outpatient imaging centers. |
| (6) | To adjust for Lumexa Imaging’s proportional share of depreciation and amortization, interest expense and losses/gains on asset disposals, which are included in equity in earnings from unconsolidated affiliates. |
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA
(IN THOUSANDS)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) |
$ | 4,462 | $ | (14,913 | ) | |||
| Depreciation and amortization |
20,005 | 18,330 | ||||||
| Income tax provision |
4,384 | 8,188 | ||||||
| Amortization of basis difference |
1,105 | 1,000 | ||||||
| Interest expense |
32,553 | 59,946 | ||||||
| Stock-based compensation |
25,011 | 14,720 | ||||||
| Loss on extinguishment and modification of debt |
1,053 | — | ||||||
| Loss (gain) on disposal of property and equipment |
113 | (146 | ) | |||||
| Severance and executive recruiting(1) |
1,631 | 2,173 | ||||||
| Strategic initiatives and implementation(2) |
3,484 | 1,886 | ||||||
| Transaction costs(3) |
3,289 | 7,464 | ||||||
| Litigation and settlements(4) |
1,202 | (128 | ) | |||||
| Other(5) |
82 | 158 | ||||||
| Adjustments for equity in earnings of unconsolidated affiliates(6) |
9,270 | 8,596 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 107,644 | $ | 107,274 | ||||
|
|
|
|
|
|||||
| (1) | Includes severance and recruiting expenses for executive leadership departures as part of strategic organizational changes. |
| (2) | Includes third-party consulting, implementation, and integration expenses incurred as part of our strategic transformation and optimization initiatives, specifically related to the deployment of a new technology system and labor model, as well as the development, customization, and integration of a new enterprise resource planning system. |
| (3) | Includes costs for third party non-recurring IPO costs, buy-side and sell-side due diligence activities to evaluate and execute potential mergers and acquisitions, integrate acquired businesses and one-time employee retention bonuses related to potential mergers and acquisitions. |
| (4) | Consists of litigation and settlement costs for matters not related to core operations. |
| (5) | Consists of other costs related to debt financing, certain de novo start-up costs related to outpatient imaging centers and certain exit costs related to closed outpatient imaging centers. |
| (6) | To adjust for Lumexa Imaging’s proportional share of depreciation and amortization, interest expense and losses/gains on asset disposals, which are included in equity in earnings from unconsolidated affiliates. |
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE OF ADJUSTED EARNINGS AND EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
|
Net income (loss) |
$ | 2,745 | $ | (7,226 | ) | |||
|
|
|
|
|
|||||
| Stock-based compensation |
12,737 | 8,346 | ||||||
| Loss (gain) on disposal of property and equipment |
(24 | ) | 16 | |||||
| Loss on extinguishment and modification of debt |
1,053 | — | ||||||
| Severance and executive recruiting(1) |
686 | 803 | ||||||
| Strategic initiatives and implementation(2) |
2,659 | 1,018 | ||||||
| Transaction costs(3) |
707 | 3,875 | ||||||
| Litigation and settlements(4) |
1,173 | — | ||||||
| Other(5) |
87 | 142 | ||||||
| Adjustments for equity in earnings of unconsolidated affiliates(6) |
199 | 81 | ||||||
|
|
|
|
|
|||||
| Total adjustments |
19,277 | 14,281 | ||||||
| Tax impact of adjustments(7) |
(2,493 | ) | (1,484 | ) | ||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | 19,529 | $ | 5,571 | ||||
|
|
|
|
|
|||||
| Weighted average shares outstanding |
||||||||
| Basic |
95,983,246 | 69,526,574 | ||||||
| Diluted |
96,039,426 | 69,526,574 | ||||||
| Adjusted basic net income per share |
$ | 0.20 | $ | 0.08 | ||||
| Adjusted diluted net income per share |
$ | 0.20 | $ | 0.08 | ||||
| (1) | Includes severance and recruiting expenses for executive leadership departures as part of strategic organizational changes. |
| (2) | Includes third-party consulting, implementation, and integration expenses incurred as part of our strategic transformation and optimization initiatives, specifically related to the deployment of a new technology system and labor model, as well as the development, customization, and integration of a new enterprise resource planning system. |
| (3) | Includes costs for third party non-recurring IPO costs, buy-side and sell-side due diligence activities to evaluate and execute potential mergers and acquisitions, integrate acquired businesses and one-time employee retention bonuses related to potential mergers and acquisitions. |
| (4) | Consists of litigation and settlement costs for matters not related to core operations. |
| (5) | Consists of other costs related to debt financing, certain de novo start-up costs related to outpatient imaging centers and certain exit costs related to closed outpatient imaging centers. |
| (6) | To adjust for Lumexa Imaging’s proportional share of losses/gains on asset disposals, which are included in equity in earnings from unconsolidated affiliates. |
| (7) | Tax effected adjustments using blended federal and state effective income tax rate. |
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
SCHEDULE OF ADJUSTED EARNINGS AND EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net income (loss) |
$ | 4,462 | $ | (14,913 | ) | |||
|
|
|
|
|
|||||
| Stock-based compensation |
25,011 | 14,720 | ||||||
| Loss (gain) on disposal of property and equipment |
113 | (146 | ) | |||||
| Loss on extinguishment and modification of debt |
1,053 | — | ||||||
| Severance and executive recruiting(1) |
1,631 | 2,173 | ||||||
| Strategic initiatives and implementation(2) |
3,484 | 1,886 | ||||||
| Transaction costs(3) |
3,289 | 7,464 | ||||||
| Litigation and settlements(4) |
1,202 | (128 | ) | |||||
| Other(5) |
82 | 158 | ||||||
| Adjustments for equity in earnings of unconsolidated affiliates(6) |
595 | 54 | ||||||
|
|
|
|
|
|||||
| Total adjustments |
36,460 | 26,181 | ||||||
| Tax impact of adjustments(7) |
(4,461 | ) | (2,865 | ) | ||||
|
|
|
|
|
|||||
| Adjusted net income |
$ | 36,461 | $ | 8,403 | ||||
|
|
|
|
|
|||||
| Weighted average shares outstanding |
||||||||
| Basic |
95,983,240 | 69,524,980 | ||||||
| Diluted |
96,011,335 | 69,524,980 | ||||||
| Adjusted basic net income per share |
$ | 0.38 | $ | 0.12 | ||||
| Adjusted diluted net income per share |
$ | 0.38 | $ | 0.12 | ||||
| (1) | Includes severance and recruiting expenses for executive leadership departures as part of strategic organizational changes. |
| (2) | Includes third-party consulting, implementation, and integration expenses incurred as part of our strategic transformation and optimization initiatives, specifically related to the deployment of a new technology system and labor model, as well as the development, customization, and integration of a new enterprise resource planning system. |
| (3) | Includes costs for third party non-recurring IPO costs, buy-side and sell-side due diligence activities to evaluate and execute potential mergers and acquisitions, integrate acquired businesses and one-time employee retention bonuses related to potential mergers and acquisitions. |
| (4) | Consists of litigation and settlement costs for matters not related to core operations. |
| (5) | Consists of other costs related to debt financing, certain de novo start-up costs related to outpatient imaging centers and certain exit costs related to closed outpatient imaging centers. |
| (6) | To adjust for Lumexa Imaging’s proportional share of losses/gains on asset disposals, which are included in equity in earnings from unconsolidated affiliates. |
| (7) | Tax effected adjustments using blended federal and state effective income tax rate. |
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
DETAILS OF MANAGEMENT FEE AND OTHER REVENUES
(IN THOUSANDS)
(Unaudited)
| Three Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Components of “management fee and other revenues:” |
||||||||
| Fees for managing joint ventured outpatient sites and other third party services |
$ | 26,103 | $ | 20,578 | ||||
| Zero margin pass-throughs of employee, IT and other site level costs paid by Lumexa |
34,324 | 32,639 | ||||||
|
|
|
|
|
|||||
| Total revenues |
$ | 60,427 | $ | 53,217 | ||||
|
|
|
|
|
|||||
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Components of “management fee and other revenues:” |
||||||||
| Fees for managing joint ventured outpatient sites and other third party services |
$ | 47,601 | $ | 40,654 | ||||
| Zero margin pass-throughs of employee, IT and other site level costs paid by Lumexa |
68,045 | 65,266 | ||||||
|
|
|
|
|
|||||
| Total revenues |
$ | 115,646 | $ | 105,920 | ||||
|
|
|
|
|
|||||
LUMEXA IMAGING HOLDINGS, INC. AND SUBSIDIARIES
SEGMENT REVENUES
(IN THOUSANDS)
(Unaudited)
| THREE MONTHS ENDED JUNE 30, 2026 | ||||||||||||||||
| OUTPATIENT | PROFESSIONAL | INTERSEGMENT ELIMINATIONS |
TOTAL OF REPORTABLE SEGMENTS |
|||||||||||||
| Revenue |
||||||||||||||||
| Net patient service revenue |
$ | 143,747 | $ | 64,280 | $ | (4,292 | ) | $ | 203,735 | |||||||
| Management fee and other revenue |
52,462 | 7,965 | — | 60,427 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total revenues |
$ | 196,209 | $ | 72,245 | $ | (4,292 | ) | $ | 264,162 | |||||||
|
|
|
|
|
|
|
|
|
|||||||||