Park Dental Partners, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001104659-26-061216
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001104659-26-095983
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 124 current paragraphs.
44 unchanged; 41 reworded; 28 added; 5 removed; 3 previous and 11 current paragraphs rearranged.
Tables are not compared: 11 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
Salaries and benefits for the six months ended June 30, 2026 was $84.0 million, an increase of $11.3 million, or 15.5%, from $72.7 million for the six months ended June 30, 2025. The increase is primarily attributable to the recognition of $6.5 million in share based compensation expense in the six months ended June 30, 2026, while no share based compensation expense was recorded in the six months ended June 30, 2025. The remaining $4.8 million increase relates to an increase of $3.1 million in salaries, driven by increased headcount, including from acquired practices, annual salary increases, $0.5 million of contractor support, $0.3 million of incentive compensation, $0.3 in deferred compensation costs, and a net increase in benefits and taxes of $0.5 million, mainly due to $0.3 million increased taxes, and $0.2 million of paid family medical leave.
Current report
Dental supplies and laboratory fees expense for the six months ended June 30, 2026 was $8.8 million, an increase of $0.2 million, or 2.4% from $8.6 million for the six months ended June 30, 2025. The increase was due to a $0.3 million increase in dental supply expenses, offset in part by a $0.1 million decrease in laboratory fees.
Current report
The increase in dental supply expense for both the three and six months ended June 30, 2026 was primarily attributable to higher production resulting from acquisitions completed since the prior comparable periods.
Current report
Office occupancy expense for the six months ended June 30, 2026 was $8.7 million, an increase of $0.6 million, or 7.0%, from $8.1 million for the six months ended June 30, 2025.
Current report
Other practice expense for the six months ended June 30, 2026 was $7.7 million, an increase of $0.7 million, or 9.3%, from $7.0 million for the six months ended June 30, 2025 as a result of $0.4 million higher software and subscription costs, $0.1 million due to volume-based MinnesotaCare provider taxes and $0.1 million increased travel and entertainment costs.
Current report
Practice depreciation expense for the three months ended June 30, 2026 was $1.9 million, a decrease of $0.1 million, or 1.8%, from $2.0 million for the three months ended June 30, 2025.
Current report
Practice depreciation expense for both the six months ended June 30, 2026 and 2025 was $3.9 million.
Current report
General and administrative expense for the six months ended June 30, 2026 was $15.7 million, an increase of $1.4 million, or 9.6%, from $14.3 million for the six months ended June 30, 2025. The increase in cost is primarily attributable to $0.9 million higher professional fees, a $0.6 million increase in share based compensation expense, $0.3 million increase in salaries and wages, $0.3 million of increased insurance costs, $0.2 million higher marketing costs, and a $0.2 million net increase in benefits and taxes, offset in part by $1.3 million lower costs associated with preparing for our 2025 initial public offering.
Current report
Depreciation and amortization expense remained stable for the three and six months ended June 30, 2026, when compared to the three and six months ended June 30, 2025. The recognized expense for the three and six months ended was $0.4 million and $0.8 million, respectively, in both years.
Current report
Net interest expense for the six months ended June 30, 2026 was $0.3 million, a decrease of $0.4 million from $0.7 million for the six months ended June 30, 2025.
Current report
Income tax benefit for the six months ended June 30, 2026 was $1.8 million compared to $1.9 million income tax expense for the six months ended June 30, 2025.
Current report
The change for the three and six months ended June 30, 2026 compared to the prior comparable periods was primarily driven by higher discrete deductible expenses associated with vesting of share awards in the three and six months ended June 30, 2026.
Current report
Patient visits for the six months ended June 30, 2026 were 364,096, an increase of 0.8% from 361,129 for the six months ended June 30, 2025.
Current report
Same Practice Revenue Growth for the six months ended June 30, 2026 was 3.2%, or 40 bps lower than the 3.6% Same Practice Revenue Growth for the six months ended June 30, 2025.
Current report
Patient retention rate was 90.3% for both the three and six months ended June 30, 2026, an increase of 60 bps from 89.7% for both the three and six months ended June 30, 2025.
Current report
Adjusted EBITDA for the six months ended June 30, 2026 was $12.2 million, a decrease of $0.8 million from the $13.0 million Adjusted EBITDA for the six months ended June 30, 2025, primarily due to the $1.7 million increase in general and administrative expenses after adjustment, offset in part by the $0.9 million increase in Adjusted Gross margin. The increase in general and administrative expenses after adjustments is due to a $0.6 million increase in professional fees, increased salaries and wages of $0.3 million, a $0.3 million increase in insurance expenses, $0.2 million higher marketing costs, and a $0.2 million net increase in benefits and taxes.
Current report
Adjusted EBITDA Percentage for the six months ended June 30, 2026 was 9.4%, a 130 basis point decrease from 10.7% for the six months ended June 30, 2025.
Current report
The decrease in Adjusted EBITDA percentage for both the three and six months ended June 30, 2026 is primarily attributable to an increase in general and administrative expenses after adjustments.
Current report
Adjusted Gross Margin. Adjusted Gross Margin for the three months ended June 30, 2026 was $14.7 million, an increase of $0.6 million, or 4.2%, from $14.1 million for the three months ended June 30, 2025, attributable to increased revenue of $3.2 million, partially offset by a $2.0 million increase in salaries and wages after adjustments, $0.3 million of increased other practice expenses after adjustments, and $0.3 million higher office occupancy costs.
Current report
Adjusted Gross Margin for the six months ended June 30, 2026 was $26.9 million, an increase of $0.9 million, or 3.4%, from $26.0 million for the six months ended June 30, 2025, attributable to increased revenue of $6.9 million, partially offset by a $4.5 million increase in salaries and wages after adjustments, $0.7 million of increased other practice expenses after adjustments, and $0.6 million higher office occupancy costs.
Current report
Adjusted Gross Margin Percentage for the six months ended June 30, 2026 was 20.9%, a 40 basis point decrease from 21.3% for the six months ended June 30, 2025.
Current report
The decrease in Adjusted Gross Margin Percentage for both the three and six months ended June 30, 2026 is primarily attributable to an increase in revenue.
Current report
*Adjusted Diluted EPS.*Adjusted Diluted EPS for the three months ended June 30, 2026 was $0.66, a $1.22 decrease from $1.88 for the three months ended June 30, 2025.
Current report
Adjusted Diluted EPS for the six months ended June 30, 2026 was $1.11, a $1.91 decrease from $3.02 for the six months ended June 30, 2025.
Current report
in professional fees, $0.6 million higher share based compensation costs related to becoming a publicly-traded company in the fourth quarter of 2025, $0.3 million increase in salaries and wages, $0.3 million increase in insurance costs, and increased marketing costs of $0.2 million, net of $1.3 million lower costs associated with our 2025 initial public offering and increased revenue.
Current report
Cash flows used in investing activities were $8.2 million and $5.8 million for the six months ended June 30, 2026 and 2025, respectively. Cash used in investing activities increased due to increased purchases of property and equipment of $0.8 million, $1.6 million higher payments for purchases of dental practices, and $0.6 million of loans to related parties evidenced by promissory notes, offset in part by a $0.6 million reduction in life insurance premiums paid.
Current report
Cash flows used in financing activities for the six months ended June 30, 2026 were $2.3 million compared with $3.2 million for the six months ended June 30, 2025. The $0.9 million decrease primarily reflected the absence of $0.4 million of pre-IPO share repurchases, a $0.3 million decrease in checks issued in excess of cash balances and a $0.2 million decrease in dental practice payments.
Current report
On April 30, 2026, the Company entered into a second amendment to the credit agreement that added the Company’s Arizona subsidiary as a co-borrower and modified certain subsidiary and acquisition-related provisions
Removed paragraphs (5)
Previous report
(1)Non-GAAP Measures are defined in the “Non-GAAP Financial Measures Definitions” section. For a reconciliation of Adjusted EBITDA to net income, Adjusted Gross Margin to Gross Margin, and Adjusted Diluted EPS to Diluted EPS, to the most directly comparable GAAP measures, see the “Non-GAAP Financial Measures” section.
Previous report
Patient retention was stable with the retention rate for the three months ended March 31, 2026 at 90.1%, an increase of 90 bps from 89.2% for the three months ended March 31, 2025.
Previous report
(1)Restructuring costs primarily consist of expenses incurred in connection with the Company’s initial public offering completed on December 4, 2025 and gains and losses from the disposal of equipment.
Previous report
(1)Income tax effect is based on an estimated long-term annual effective tax rate of 28% tax rate for the three months ended March 31, 2026 and 2025. The Company's estimated long-term annual effective tax rate excludes certain non-cash items such as share based compensation arrangements, and is used in order to provide consistency across periods.
Previous report
(2)Includes an additional 1,584,666 of weighted average dilutive shares and 92,100 of weighted average dilutive warrants for the three months ended March 31, 2026, that are excluded from a GAAP perspective due to the Company's net loss in that reporting period.
Reworded paragraphs (41)
Previous wording
As a dental resource organization (“DRO”), Park Dental Partners, Inc. provides comprehensive business support services including clinical team members, administrative personnel, facilities and equipment to our affiliated general and multi-specialty dental practices in Minnesota, Wisconsin and Arizona. Our network of affiliated dental practices employs 221 dentists, and consists of 994 hygienists, dental assistants, and patient care coordinators that support affiliated dentists in operating their dental practices across 86 practice locations. Our network of affiliated dental practices has been operating for over fifty years, beginning with the establishment of the general dentistry group in 1972. The mission of our affiliated dental practices since inception has been to ensure patients enjoy the benefits of a lifetime of good oral health. This mission continues to be the driving force behind our organization today.
Current wording
As a dental resource organization (“DRO”), Park Dental Partners, Inc. provides comprehensive business support services including clinical team members, administrative personnel, facilities and equipment to our affiliated general and multi-specialty dental practices in Minnesota, Wisconsin and Arizona. Our network of affiliated dental practices employs 219 dentists, and consists of 1,028 hygienists, dental assistants, and patient care coordinators that support affiliated dentists in operating their dental practices across 87 practice locations. Our network of affiliated dental practices has been operating for over fifty years, beginning with the establishment of the general dentistry group in 1972. The mission of our affiliated dental practices since inception has been to ensure patients enjoy the benefits of a lifetime of good oral health. This mission continues to be the driving force behind our organization today.
Previous wording
The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates during the three months ended March 31, 2026.
Current wording
The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates during the six months ended June 30, 2026.
Previous wording
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Current wording
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025
Previous wording
Total revenues for the three months ended March 31, 2026, increased $3.7 million, or 6.2%, to $62.7 million from $59.0 million for the three months ended March 31, 2025. General Dentistry revenue increased $2.8 million, and multi specialty dentistry revenue was higher by $0.9 million, reflecting increased patient visits and clinical hours, the impact of acquisitions, and reimbursement growth through higher payor contractual rates. Revenue from acquisitions contributed approximately $0.8 million for the quarter over the prior year’s comparable quarter. Same Practice Revenue Growth, as defined as dental practice locations that have been operating for at least 13 full months prior to the end of a given period and which have not been closed, or sold during such periods, increased approximately 4.1%, or $2.4 million from the prior comparable period.
Current wording
Total revenues for the three months ended June 30, 2026, increased $3.2 million, or 5.1%, to $66.2 million from $63.0 million for the three months ended June 30, 2025. General Dentistry revenue increased $2.4 million, and multi specialty dentistry revenue was higher by $0.8 million, reflecting increased clinical hours, the impact of acquisitions, and reimbursement growth through higher payor contractual rates. Revenue from acquisitions contributed approximately $1.3 million for the quarter over the prior year’s comparable quarter. Same Practice Revenue, as defined as dental practice locations that have been operating for at least 13 full months prior to the end of a given period and which have not been closed, or sold during such periods, increased approximately 2.3%, or $1.4 million from the prior comparable period.
Previous wording
Salaries and Benefits. Salaries and benefits consist principally of affiliated dentist compensation, clinical team member compensation and related benefit costs. Salaries and benefits for the three months ended March 31, 2026 was $41.9 million, an increase of $6.3 million, or 17.6%, from $35.6 million for the three months ended March 31, 2025. The increase is primarily attributable to the recognition of $3.7 million in share based compensation expense in the three months ended March 31, 2026, while no share based compensation expense was recorded in the three months ended March 31, 2025. The remaining $2.6 million increase relates to an increase of $1.5 million in salaries, driven by increased headcount, including from acquired practices, annual salary increases, $0.4 million increase in benefit costs, $0.3 million in higher incentive compensation, and $0.3 million of contractor support.
Current wording
Salaries and benefits for the three months ended June 30, 2026 was $42.1 million, an increase of $5.0 million, or 13.5%, from $37.1 million for the three months ended June 30, 2025. The increase is primarily attributable to the recognition of $2.8 million in share based compensation expense in the three months ended June 30, 2026, while no share based compensation expense was recorded in the three months ended June 30, 2025. The remaining $2.2 million increase relates to an increase of $1.5 million in salaries, driven by increased headcount, including from acquired practices, annual salary increases, $0.3 million deferred compensation costs, $0.2 million of contractor support, and a net increase in benefits and taxes of $0.1 million.
Previous wording
*Dental supplies and Laboratory Fees.*Dental supplies and laboratory fees consists of variable costs associated with our affiliated dental practices providing dental services. Dental supplies and laboratory fees expense for the three months ended March 31, 2026 was $4.3 million, an increase of $0.1 million, or 2.3% from $4.2 million for the three months ended March 31, 2025.
Current wording
Dental supplies and laboratory fees expense for the three months ended June 30, 2026 was $4.4 million, an increase of $0.1 million, or 2.5% from $4.3 million for the three months ended June 30, 2025. The increase was due to a $0.1 million increase in dental supply expenses.
Previous wording
*Office occupancy expenses.*Office occupancy expenses include lease costs and other physical practice location expenses. Office occupancy expense for the three months ended March 31, 2026 was $4.3 million, an increase of $0.3 million, or 7.0%, from $4.0 million for the three months ended March 31, 2025, attributable to increased capacity expansion and slightly higher leasing costs.
Current wording
Office occupancy expense for the three months ended June 30, 2026 was $4.4 million, an increase of $0.3 million, or 7.1%, from $4.1 million for the three months ended June 30, 2025.
Previous wording
*Other practice expenses.*Other practice expenses include MinnesotaCare provider taxes, software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance and other operating costs. Other practice expense for the three months ended March 31, 2026 was $3.8 million, an increase of $0.4 million, or 12.6%, from $3.4 million for the three months ended March 31, 2025 as a result of higher software and subscription costs, and volume-based MinnesotaCare provider taxes.
Current wording
Other practice expense for the three months ended June 30, 2026 was $3.8 million, an increase of $0.2 million, or 6.3%, from $3.6 million for the three months ended June 30, 2025 as a result of higher software and subscription costs, and volume-based MinnesotaCare provider taxes.
Previous wording
*Cost of Services Depreciation Expense.*Cost of services depreciation expense encompasses depreciation associated with practice related assets such as dental equipment, leasehold improvements, furniture and fixtures and computer equipment. Practice depreciation expense for the three months ended March 31, 2026 was $2.0 million, an increase of $0.1 million, or 3.5%, from $1.9 million for the three months ended March 31, 2025.
Current wording
*Cost of Services Depreciation Expense.*Cost of services depreciation expense encompasses depreciation associated with practice related assets such as dental equipment, leasehold improvements, furniture and fixtures and computer equipment.
Previous wording
General and administrative expenses consist of costs of our centralized billing offices and call-centers, marketing and advertising expenses, regional management expenses, executive and senior management, and centralized functions, such as accounting, finance, team member relations, information technology, operations, real estate and other similar functions. General and administrative expense for the three months ended March 31, 2026 was $7.8 million, an increase of $0.9 million, or 13.2%, from $6.9 million for the three months ended March 31, 2025. The increase in cost is primarily attributable to a $0.4 million increase in share based compensation expense, $0.4 million higher professional fees, $0.3 million higher marketing and travel, and $0.2 million increase in salaries and wages, offset in part by $0.5 million lower costs associated with preparing for our 2025 initial public offering.
Current wording
General and administrative expense for the three months ended June 30, 2026 was $7.8 million, an increase of $0.4 million, or 6.2%, from $7.4 million for the three months ended June 30, 2025. The increase in cost is primarily attributable to $0.6 million higher professional fees, a $0.2 million increase in share based compensation expense, $0.2 million of increased insurance costs, and $0.1 million increase in salaries and wages, offset in part by $0.8 million lower costs associated with preparing for our 2025 initial public offering.
Previous wording
Depreciation and amortization expenses are related to our non-practice related investments in long-lived assets such as computer equipment, furniture and fixtures, and amortization of intangible assets. Depreciation and amortization expense for the three months ended March 31, 2026 remained flat compared to the three months ended March 31, 2025. The recognized expense for both periods was $0.4 million.
Current wording
Depreciation and amortization expenses are related to our non-practice related investments in long-lived assets such as computer equipment, furniture and fixtures, and amortization of intangible assets.
Previous wording
Net interest expense for the three months ended March 31, 2026 was $0.1 million, a slight decrease from $0.3 million for the three months ended March 31, 2025. This decrease was driven by a decrease in total interest-bearing debt
Current wording
Net interest expense for the three months ended June 30, 2026 was $0.1 million, a slight decrease from $0.3 million for the three months ended June 30, 2025.
Previous wording
under our term loan and usage of line of credit over the year and an increase in interest income earned on money market funds.
Current wording
The decrease for both the three and six months ended was driven by an increase in interest income earned on money market funds and a decrease in total interest-bearing debt under our term loan and usage of line of credit over the year.
Previous wording
Income tax benefit for the three months ended March 31, 2026 was $1.6 million compared to $0.6 million income tax expense for the three months ended March 31, 2025. The change was due to lower taxable income, impacted by decreased operating earnings and increased tax benefits primarily related to share based compensation.
Current wording
Income tax benefit for the three months ended June 30, 2026 was $0.2 million compared to $1.2 million income tax expense for the three months ended June 30, 2025.
Previous wording
In assessing the performance of our business, we consider a variety of financial measures and performance indicators that directly or indirectly impact our revenue and profitability. The key financial and Non-GAAP financial measures and performance indicators we use are set forth below, as of and for the three months ended March 31, 2026 and 2025:
Current wording
In assessing the performance of our business, we consider a variety of financial measures and performance indicators that directly or indirectly impact our revenue and profitability. The key financial and Non-GAAP financial measures and performance indicators we use are set forth below, as of and for the three and six months ended June 30, 2026 and 2025:
Previous wording
*Patient Visits.*A patient visit is counted when service is provided to a patient at one of our affiliated dental general dentistry practices. Measuring the year-over-year change in patient visits helps us to evaluate how the affiliated dental practices are performing. It also helps with evaluating demand for services which influences decision-making relating to matters such as appropriate staffing levels and recruiting needs. In addition, it influences decision-making processes relating to our marketing, sales and advertising strategies and helps us with evaluating the effectiveness of those strategies. Further, with respect to continuing care patient count, it allows us to evaluate the ability of affiliated dentists to encourage patients to complete their diagnosed dental treatment plans.
Current wording
*Patient Visits.*A patient visit is counted when service is provided to a patient at one of our affiliated dental general dentistry practices. Measuring the year-over-year change in patient visits helps us to evaluate how the affiliated dental practices are performing. It also helps with evaluating demand for services which influences decision-making relating to matters such as appropriate staffing levels and recruiting needs. In addition, it influences decision-making processes
Previous wording
Patient visits for the three months ended March 31, 2026 were 178,527, an increase of 1.5% from 175,940 for the three months ended March 31, 2025.
Current wording
Patient visits for the three months ended June 30, 2026 were 185,569, an increase of 0.2% from 185,189 for the three months ended June 30, 2025.
Previous wording
Same Practice Revenue growth for the three months ended March 31, 2026 was 4.1%, or 290 bps higher than the 1.2% Same Practice Revenue growth for the three months ended March 31, 2025.
Current wording
Same Practice Revenue Growth for the three months ended June 30, 2026 was 2.3%, or 350 bps lower than the 5.8% Same Practice Revenue Growth for the three months ended June 30, 2025.
Previous wording
Doctor count as of March 31, 2026 was 221, eighteen higher than the March 31, 2025 doctor count of 203.
Current wording
Doctor count as of June 30, 2026 was 219, sixteen higher than the June 30, 2025 doctor count of 203.
Previous wording
activities as measures of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. All measurements are provided with a reconciliation from a GAAP measurement.
Current wording
The Non-GAAP Financial Measures are not recognized terms under GAAP and should not be considered as alternatives to net income (loss) or gross margin as measures of financial performance or cash provided by operating activities as measures of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be measures of free cash flow available for management’s discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments, and debt service requirements. Because not all companies use identical calculations, the presentation of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. All measurements are provided with a reconciliation from a GAAP measurement.
Previous wording
Non-GAAP Financial Measures for the three months ended March 31, 2026 and 2025
Current wording
Non-GAAP Financial Measures for the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
*Adjusted EBITDA.Adjusted EBITDA for the three months ended March 31, 2026 was $4.7 million, a decrease of $0.7 million from the $5.5 million Adjusted EBITDA for the three months ended March 31, 2025, primarily due to the $1.0 million increase in general and administrative expenses after adjustment, offset in part by the $0.3 million increased Adjusted Gross margin. The increase in general and administrative expenses after adjustments is due to a $0.4 million increase in professional fees, and a $0.2 million increase in salaries and wages after adjustments, and $0.3 million higher marketing and travel. Measuring the year-over-year change in Adjusted EBITDA allows us to evaluate the overall operating performance of affiliated dental practices on a consistent basis. It also influences our decision-making process on allocation of resources and helps us evaluate the effectiveness of our strategies. *
Current wording
*Adjusted EBITDA.*Adjusted EBITDA for the three months ended June 30, 2026 was $7.4 million, a decrease of $0.2 million from the $7.6 million Adjusted EBITDA for the three months ended June 30, 2025, primarily due to the $0.7 million increase in general and administrative expenses after adjustment, offset in part by the $0.6 million increased Adjusted Gross margin. The increase in general and administrative expenses after adjustments is due to a $0.3 million increase in professional fees, a $0.2 million increase in insurance expenses, and $0.1 million higher marketing costs.
Previous wording
*Adjusted EBITDA Percentage.*Adjusted EBITDA Percentage for the three months ended March 31, 2026 was 7.6%, a 170 basis point decrease from 9.3% for the three months ended March 31, 2025, attributable primarily due to an increase in general and administrative expenses after adjustments.
Current wording
*Adjusted EBITDA Percentage.*Adjusted EBITDA Percentage for the three months ended June 30, 2026 was 11.2%, a 80 basis point decrease from 12.0% for the three months ended June 30, 2025.
Previous wording
Adjusted Gross Margin. Adjusted Gross Margin for the three months ended March 31, 2026 was $12.2 million, an increase of $0.3 million, or 2.6%, from $11.9 million for the three months ended March 31, 2025, attributable to increased revenue of $3.7 million, partially offset by a $2.5 million increase in salaries and wages after adjustments. Measuring the year-over-year change in Adjusted Gross Margin allows us to evaluate the profitability of affiliated dental practices and their performance. It also influences our decision-making process related to cost management strategies and helps us evaluate the effectiveness of those strategies.
Current wording
Measuring the year-over-year change in Adjusted Gross Margin allows us to evaluate the profitability of affiliated dental practices and their performance. It also influences our decision-making process related to cost management strategies and helps us evaluate the effectiveness of those strategies.
Previous wording
*Adjusted Gross Margin Percentage.*Adjusted Gross Margin Percentage for the three months ended March 31, 2026 was 19.5%, a 70 basis point decrease from 20.2% for the three months ended March 31, 2025, primarily reflecting an increase in revenue.
Current wording
*Adjusted Gross Margin Percentage.*Adjusted Gross Margin Percentage for the three months ended June 30, 2026 was 22.2%, a 20 basis point decrease from 22.4% for the three months ended June 30, 2025.
Previous wording
*Adjusted Diluted EPS.*Adjusted Diluted EPS for the three months ended March 31, 2026 was $0.44, a $0.70 decrease from $1.14 for the three months ended March 31, 2025, primarily due to an increase in the weighted average dilutive securities used in computing adjusted diluted earnings per share due to the Company’s IPO in December 2025.
Current wording
The decrease for both the three and six months ended June 30, 2026 was primarily attributable to the increase in the weighted average dilutive securities used in computing adjusted diluted earnings per share due to the Company’s IPO in December 2025, partially offset by an increase in adjusted net income.
Previous wording
*General and Administrative Expense Percentage.*General and Administrative Expense Percentage for the three months ended March 31, 2026 was 12.5%, a 80 basis point increase from 11.7% for the three months ended March 31, 2025. This increase is attributable to higher share based compensation costs related to becoming a publicly-traded company in the fourth quarter of 2025, $0.4 million increase in professional fees, and a $0.2 million increase in salaries and wages, and $0.3 million higher marketing and travel, net of $0.5 million lower costs associated with our 2025 initial public offering.
Current wording
*General and Administrative Expense Percentage.*General and Administrative Expense Percentage for the three months ended June 30, 2026 was 11.8%, a 10 basis point increase from 11.7% for the three months ended June 30, 2025. This increase is attributable to a $0.6 million increase in professional fees, $0.2 million higher share based compensation costs related to becoming a publicly-traded company in the fourth quarter of 2025, a $0.2 million increase in insurance costs, net of $0.8 million lower costs associated with our 2025 initial public offering and increased revenue.
Previous wording
We finance our operations and growth through a combination of cash provided by operating activities and borrowings under our revolving loan facility. Cash and cash equivalents was $24.4 million at March 31, 2026, and $25.2 million at December 31, 2025. At March 31, 2026 and December 31, 2025, we had total outstanding borrowings under our debt arrangements of approximately $11.5 million and $12.0 million, respectively. Unused availability under our line of credit was approximately $15 million at March 31, 2026.
Current wording
We finance our operations and growth through a combination of cash provided by operating activities and borrowings under our revolving loan facility. Cash and cash equivalents was $24.4 million at June 30, 2026, and $25.2 million at December 31, 2025. At June 30, 2026 and December 31, 2025, we had total outstanding borrowings under our debt arrangements of approximately $11.0 million and $12.0 million, respectively. Unused availability under our line of credit was approximately $15 million at June 30, 2026 and December 31, 2025. In addition, subject to the terms of the credit agreement and the lender’s consent in its sole discretion, we may request increases in the revolving commitment of up to an aggregate additional $10.0 million
Previous wording
our offerings, and any investments or acquisitions we may choose to pursue in the future. In the event that we need to borrow funds or issue additional equity, we cannot be assured that any such additional financing will be available on terms acceptable to us, if at all. In addition, any future borrowings may result in additional restrictions on our business and any issuance of additional equity would result in dilution to investors. If we are unable to raise additional capital when desired and on terms acceptable to us, our business, results of operations, and financial condition could be materially and adversely affected
Current wording
We believe that our existing cash and our expected cash flows from operations will be sufficient to meet our cash needs for operations for at least the next 12 months. Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our dental services expenditures, the continuing market acceptance of our offerings, and any investments or acquisitions we may choose to pursue in the future. In the event that we need to borrow funds or issue additional equity, we cannot be assured that any such additional financing will be available on terms acceptable to us, if at all. In addition, any future borrowings may result in additional restrictions on our business and any issuance of additional equity would result in dilution to investors. If we are unable to raise additional capital when desired and on terms acceptable to us, our business, results of operations, and financial condition could be materially and adversely affected.
Previous wording
Cash flows provided by operating activities were $5.0 million for the three months ended March 31, 2026, compared to $5.9 million for the three months ended March 31, 2025. The $0.9 million decrease in cash flows provided by operating activities was due primarily to a decrease in changes in operating assets and liabilities of $2.7 million, offset in part by a $0.8 million increase in net income (loss) after adjustments for non-cash items.
Current wording
Cash flows provided by operating activities were $9.7 million for the six months ended June 30, 2026, compared to $9.2 million for the six months ended June 30, 2025. The $0.5 million increase in cash flows provided by operating activities was due primarily to a $2.6 million increase in net income after adjustments for non-cash items, offset in part by a net decrease in changes in operating assets and liabilities of $2.1 million.
Previous wording
Our investing activities are primarily related to capital expenditures for practice growth and expansion, replacing obsolescent assets, and adding capital improvements in existing facilities and technology related projects. Cash flows used in investing activities were $4.8 million and $3.1 million for the three months ended March 31, 2026 and 2025, respectively. Cash used in investing activities increased due to $1.6 million higher consideration paid for business acquisitions and an increase of $0.6 million due to notes issued in the first quarter of 2026, offset in part by a $0.4 million decrease in premiums paid on life insurance.
Current wording
Our investing activities are primarily related to capital expenditures for practice growth and expansion, replacing obsolescent assets, and adding capital improvements in existing facilities and technology related projects.
Previous wording
Cash flows used in financing activities primarily reflect our borrowings and repayments under our current and prior credit facilities which were refinanced in March 2024, and amended subsequently in February 2026. Cash flows used in financing activities for the three months ended March 31, 2026 were $1.1 million compared to $2.0 million for the three months ended March 31, 2025. The $0.9 million change in finance cash usage reflected decreased checks issued in excess of cash of $0.7 million and a decrease of $0.2 million for share repurchases.
Current wording
Cash flows used in financing activities primarily reflect our borrowings and repayments under our current and prior credit facilities which were refinanced in March 2024, and amended subsequently in February 2026.
Previous wording
Amounts outstanding under our bank term loan were $9.3 million and $9.8 million at March 31, 2026, and December 31, 2025, respectively. During the three months ended March 31, 2026 we made scheduled principal payments of $0.5 million. At both March 31, 2026, and December 31, 2025, we had no outstanding balance under the line of credit.
Current wording
Amounts outstanding under our bank term loan were $8.8 million and $9.8 million at June 30, 2026, and December 31, 2025, respectively. During the three and six months ended June 30, 2026 we made scheduled principal payments of $0.5 million and $0.9 million, respectively. At both June 30, 2026, and December 31, 2025, we had no outstanding balance under the line of credit.
Previous wording
On March 27, 2024, we entered into a new credit agreement which amended the existing agreement and provided for a new $13.0 million term loan and amended the line of credit to $15.0 million from the prior $23 million. The term loan matures in March 2029 and carries an interest rate equal to the one-month SOFR rate plus 2.10%. The amended agreement also provides for an accordion right to increase the term loan by an additional $10 million. The amended line of credit extended the maturity from March 2024 to March 2027 and carries an interest rate equal to the one-month SOFR rate plus 2.00%.
Current wording
On March 27, 2024, we entered into a new credit agreement which amended the existing agreement and provided for a new $13.0 million term loan and amended the line of credit to $15.0 million from the prior $23 million. The term loan matures in March 2029 and carries an interest rate equal to the one-month SOFR rate plus 2.10%. The amended agreement also permits us to request an increase in the revolving commitment of up to an additional $10 million, subject to the terms of the credit agreement. The amended line of credit extended the maturity from March 2024 to March 2027 and carries an interest rate equal to the one-month SOFR rate plus 2.00%.
Previous wording
The agreement requires, among other things, that we comply with a minimum fixed charge coverage ratio and a total cash flow leverage ratio. In addition, the agreement contains standard negative covenants that, among other things, limit our ability to undertake individual business combinations in excess of specified limits; incur and pay certain indebtedness; create, incur, or assume certain liens and negative pledges; sell, lease, convey, transfer or otherwise dispose of certain assets; liquidate or dissolve any of our subsidiaries; make certain loans and investments; make certain
Current wording
The agreement requires, among other things, that we comply with a minimum fixed charge coverage ratio and a total cash flow leverage ratio. In addition, the agreement contains standard negative covenants that, among other things, limit our ability to undertake individual business combinations in excess of specified limits; incur and pay certain indebtedness; create, incur, or assume certain liens and negative pledges; sell, lease, convey, transfer or otherwise dispose of certain assets; liquidate or dissolve any of our subsidiaries; make certain loans and investments; make certain dividends and redemptions; substantially change the nature of our business; and effect certain changes in ownership or control beyond specified thresholds.
Previous wording
In addition to the aforementioned credit facilities, we have secured notes payable of $2.2 million due to related parties and certain current and former shareholders. The principal is due at maturity and interest is due quarterly through October 1, 2037. Interest is equal to the greater of 14% of the principal balance or an amount based on a formula using average dentist compensation or a formula based on total revenue. The effective interest rate for 2026 is 24.5% compared to 25.7% in 2025. The notes are secured by all of our business assets and the affiliated dental practices and are subordinated to the bank term loan and the line of credit. The notes have significant prepayment obligations.
Current wording
In addition to the aforementioned credit facilities, we have secured notes payable of $2.2 million due to related parties and certain current and former shareholders. The principal is due at maturity and interest is due quarterly through October 1, 2037. Interest is equal to the greater of 14% of the principal balance or an amount based on a formula using average dentist compensation or a formula based on total revenue. The effective interest rate for 2026 is 24.5% compared to 25.7% in 2025. The notes are secured by all of our business assets and the affiliated dental practices and are subordinated to the bank term loan and the line of credit. The notes are subject to significant prepayment restrictions.
Previous wording
Our primary sources of liquidity are cash provided by operations and available borrowings under our revolving loan facility. The management fees we receive from affiliated dental practices and their reimbursement to us of certain costs we incur on their behalf are our primary source of cash from operations.
Current wording
Our primary sources of liquidity are cash provided by operations and available borrowings under our revolving loan facility. At the consolidated level, our principal source of operating cash is collections of patient-service revenue by our affiliated dental practices.
Previous wording
Deferred Compensation — Our deferred compensation obligation, including current and non-current obligations was $69.8 million and $70.6 million at March 31, 2026 and December 31, 2025, respectively, and primarily consisted of active non-qualified deferred compensation plans and other inactive deferred compensation plans.
Current wording
Deferred Compensation — Our deferred compensation obligation, including current and non-current obligations was $71.6 million and $70.6 million at June 30, 2026 and December 31, 2025, respectively, and primarily consisted of active non-qualified deferred compensation plans and other inactive deferred compensation plans.
Previous wording
Non-qualified Deferred Compensation Plans*—* We and our affiliated dental practices utilize non-qualified deferred compensation plans that provide participants the opportunity to defer compensation on a pretax basis. Benefit payments to participants are available upon termination of employment, disability, death, unforeseeable emergencies, a change-in-control event, as defined, or qualified planned in-service distributions. The agreement provides eligible participants the option to receive payment in a lump sum distribution or up to five annual installments. Participants are immediately 100% vested in their voluntary deferred compensation contributions. Participants are fully vested in employer credits after five years of service. Participant accounts are credited with deferred compensation contributions and earnings thereon, as defined. At March 31, 2026 and December 31, 2025, the total deferred compensation liability related to the non-qualified deferred compensation plans was $22.7 million and $23.0 million, respectively.
Current wording
control event, as defined, or qualified planned in-service distributions. The agreement provides eligible participants the option to receive payment in a lump sum distribution or up to five annual installments. Participants are immediately 100% vested in their voluntary deferred compensation contributions. Participants are fully vested in employer credits after five years of service. Participant accounts are credited with deferred compensation contributions and earnings thereon, as defined. At June 30, 2026 and December 31, 2025, the total deferred compensation liability related to the non-qualified deferred compensation plans was $24.9 million and $23.0 million, respectively.
Previous wording
Deferred Compensation Plans –* Inactive* — Our affiliated dental practices have profession and executive deferred compensation plans, and have executed employment agreements with certain dentists, executives and professional employees. These agreements provided for the creation of deferred compensation balances for eligible employees in the event of separation from service. These plans were frozen prior to January 1, 2024. At March 31, 2026 and December 31, 2025, the total of these other inactive deferred compensation plans were $47.0 million and $47.6 million, respectively. This deferred compensation value is fixed and non-interest bearing. The deferred compensation balances are generally to be paid over a period of five years from the date of the participants separation from the groups, subject to certain limitation. One plan, comprising the significant majority of the balance has an annual maximum cap on payments at 2% of the respective Company’s annual adjusted gross revenue, as defined in the agreements.
Current wording
Deferred Compensation Plans –* Inactive* — Our affiliated dental practices have professional and executive deferred compensation plans, and have executed employment agreements with certain dentists, executives and professional employees. These agreements provided for the creation of deferred compensation balances for eligible employees in the event of separation from service. These plans were frozen prior to January 1, 2024. At June 30, 2026 and December 31, 2025, the total of these other inactive deferred compensation plans were $46.7 million and $47.6 million, respectively. This deferred compensation value is fixed and non-interest bearing. The deferred compensation balances are generally to be paid over a period of five years from the date of the participants separation from the groups, subject to certain limitation. One plan, comprising the significant majority of the balance has an annual maximum cap on payments at 2% of the respective Company’s annual adjusted gross revenue, as defined in the agreements.
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Current report — wording carried from elsewhere
Total revenues for the six months ended June 30, 2026, increased $6.9 million, or 5.6%, to $128.9 million from $122.0 million for the six months ended June 30, 2025. General Dentistry revenue increased $5.1 million, and multi specialty dentistry revenue was higher by $1.8 million, reflecting increased clinical hours, the impact of acquisitions, and reimbursement growth through higher payor contractual rates. Revenue from acquisitions contributed approximately $2.0 million for the six months period over the prior year’s comparable period. Same Practice Revenue increased approximately 3.2%, or $3.8 million from the prior comparable period.
Current report — wording carried from elsewhere
Salaries and Benefits. Salaries and benefits consist principally of affiliated dentist compensation, clinical team member compensation and related benefit costs.
Current report — wording carried from elsewhere
*Dental supplies and Laboratory Fees.*Dental supplies and laboratory fees consists of variable costs associated with our affiliated dental practices providing dental services.
Current report — wording carried from elsewhere
*Office occupancy expenses.*Office occupancy expenses include lease costs and other physical practice location expenses.
Current report — wording carried from elsewhere
The increase for both periods was primarily due to increased capacity expansion and slightly higher leasing costs.
Current report — wording carried from elsewhere
*Other practice expenses.*Other practice expenses include MinnesotaCare provider taxes, software and subscription costs, repairs and maintenance costs, recruiting, travel and entertainment, insurance and other operating costs.
Current report — wording carried from elsewhere
General and administrative expenses consist of costs of our centralized billing offices and call-centers, marketing and advertising expenses, regional management expenses, executive and senior management, and centralized functions, such as accounting, finance, team member relations, information technology, operations, real estate and other similar functions.
Current report — wording carried from elsewhere
relating to our marketing, sales and advertising strategies and helps us with evaluating the effectiveness of those strategies. Further, with respect to continuing care patient count, it allows us to evaluate the ability of affiliated dentists to encourage patients to complete their diagnosed dental treatment plans.
Current report — wording carried from elsewhere
Measuring the year-over-year change in Adjusted EBITDA allows us to evaluate the overall operating performance of affiliated dental practices on a consistent basis. It also influences our decision-making process on allocation of resources and helps us evaluate the effectiveness of our strategies.* *
Current report — wording carried from elsewhere
General and Administrative Expense Percentage for the six months ended June 30, 2026 was 12.2%, a 50 basis point increase from 11.7% for the six months ended June 30, 2025. This increase is attributable to a $0.9 million increase
Current report — wording carried from elsewhere
Non-qualified Deferred Compensation Plans*—* We and our affiliated dental practices utilize non-qualified deferred compensation plans that provide participants the opportunity to defer compensation on a pretax basis. Benefit payments to participants are available upon termination of employment, disability, death, unforeseeable emergencies, a change-in-
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The Non-GAAP Financial Measures are not recognized terms under GAAP and should not be considered as alternatives to net income (loss) or gross margin as measures of financial performance or cash provided by operating
Previous report — wording carried elsewhere
We believe that our existing cash and our expected cash flows from operations will be sufficient to meet our cash needs for at least the next 12 months. Over the longer term, our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our dental services expenditures, the continuing market acceptance of
Previous report — wording carried elsewhere
dividends and redemptions; substantially change the nature of our business; and effect certain changes in ownership or control beyond specified thresholds.