false00018657820001865782us-gaap:CommonStockMember2025-03-062025-03-060001865782btsg:SixPointSevenFivePercentageTangibleEquityUnitsMember2025-03-062025-03-0600018657822025-03-062025-03-06

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 06, 2025

 

 

BrightSpring Health Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41938

82-2956404

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

805 N. Whittington Parkway

 

Louisville, Kentucky

 

40222

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 502 394-2100

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

BTSG

 

The Nasdaq Stock Market LLC

6.75% Tangible Equity Units

 

BTSGU

 

The Nasdaq Stock Market LLC

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 March 6, 2025, BrightSpring Health Services, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.

The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

 

 

Description

99.1

 

Press Release of BrightSpring Health Services, Inc., dated March 6, 2025.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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 hereunto duly authorized.

 

 

 

BRIGHTSPRING HEALTH SERVICES, INC.

 

 

 

 

Date:

March 6, 2025

By:

/s/ Jennifer Phipps

 

 

Name:

Title:

Jennifer Phipps
Executive Vice President and Chief Financial Officer

 


 

BrightSpring Health Services, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results and Increases Full Year 2025 Guidance

 

LOUISVILLE, Ky., March 6, 2025 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the fourth quarter and full year ended December 31, 2024, and increased revenue and Adjusted EBITDA1 guidance.

 

Financial Highlights

Fourth quarter net revenue of $3,053 million, up 28.6% compared to $2,375 million in the fourth quarter of 2023.
Fourth quarter net income of $15.4 million, compared to net loss of $7.2 million in the fourth quarter of 2023.
Fourth quarter Adjusted EBITDA1 of $167 million, up 17.4% versus $143 million in the fourth quarter of 2023.
Full year net revenue of $11,266 million, up 27.6% compared to $8,826 million in 2023.
Full year net loss of $20.5 million, compared to net loss of $156.8 million in 2023.
Full year Adjusted EBITDA1 of $588 million, up 9.3% versus $538 million in 2023.
o
When excluding a certain $30 million Quality Incentive Payment (QIP) in 2023, Adjusted EBITDA was up 15.9% compared to $508 million in 2023. This certain vendor QIP program has reached its conclusion, as previously disclosed.
On January 20, 2025, announced BrightSpring entered into a definitive agreement to divest the Community Living business to Sevita for $835 million, subject to customary closing adjustments.
Increased 2025 Revenue and Adjusted EBITDA Guidance, excluding Community Living:
o
Revenue: $11,600 - $12,100 million
o
Adjusted EBITDA1: $545 - $560 million

“In 2024, BrightSpring’s focus on quality and third-party satisfaction scores, growth in customers and patients served, and efficiency and best practices across the organization resulted in another excellent year of both operational and financial performance,” said Jon Rousseau, Chairman, President and Chief Executive Officer of the Company. “I am proud of our team’s commitment and capabilities that underpin these results, as well as the organization’s impact throughout communities. We are enthusiastic about what’s in front of us in 2025, as we further drive our mission to reach people who need the Company’s beneficial service solutions. We expect the recently announced divestiture of Community Living to result in a more streamlined organization with greater capital flexibility and increased growth rates.”

 

Fourth Quarter 2024 Financial Results

 

Net revenue of $3,053 million, up 28.6% compared to $2,375 million in the fourth quarter of 2023.

 

Gross profit of $422 million, up 14.4% compared to $369 million in the fourth quarter of 2023.

 

Net income of $15.4 million, compared to net loss of $7.2 million in the fourth quarter of 2023.

 

Adjusted EBITDA1 of $167 million, up 17.4% compared to $143 million in the fourth quarter of 2023.

1

 


 

 

Full Year 2024 Financial Results

 

Net revenue of $11,266 million, up 27.6% compared to $8,826 million in 2023.

 

Gross profit of $1,588 million, up 10.8% compared to $1,434 million in 2023. Excluding a certain $30 million receipt of QIP in 2023, gross profit growth rate was 13.2%.

 

Net loss of $20.5 million, compared to net loss of $156.8 million in 2023.

 

Adjusted EBITDA1 of $588 million, up 9.3% compared to $538 million in 2023

When excluding a certain $30 million QIP in 2023, Adjusted EBITDA1 was up 15.9% compared to $508 million in 2023.

 

1Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Information” and the end of this press release for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure prepared in accordance with GAAP.

 

Key Financials

 

 

Three Months Ended

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

December 31,

 

 

2024

 

2023

 

%

 

2024

 

2023

 

%

($ in millions)

 

 

 

 

 

Pharmacy Solutions Revenue

 $ 2,397

 $ 1,785

34%

 $ 8,754

 $ 6,522

34%

Provider Services Revenue

 656

 

 589

 

11%

 

 2,512

 

 2,304

 

9%

 Total Revenue

 $ 3,053

 

 $ 2,375

 

29%

 

 $ 11,266

 

 $ 8,826

 

28%

 

 

 

Three Months Ended

 

 

 

Year Ended

 

 

 

December 31,

 

 

 

December 31,

 

 

2024

 

2023

 

%

 

2024

 

2023

 

%

($ in millions)

 

 

 

 

 

Pharmacy Solutions segment EBITDA

 $ 113

 $ 93

22%

 $ 395

 $ 371

6%

Provider Services segment EBITDA

 99

 

 86

 

16%

 

 361

 

 307

 

18%

Total Segment Adjusted EBITDA

 $ 212

 $ 178

19%

 $ 755

 $ 678

11%

Corporate Costs

(45)

 

(36)

 

 -

 

(167)

 

(140)

 

 -

 Total Company Adjusted EBITDA

 $ 167

 

 $ 143

 

17%

 

 $ 588

 

 $ 538

 

9%

 

Full Year 2025 Financial Guidance

 

For the full year 2025, BrightSpring is increasing guidance, which excludes the Community Living business and the effects of any future closed acquisitions. All growth rates reflect growth from the full year 2024 revenue and Adjusted EBTIDA results, excluding the Community Living business.

Net Revenue of $11,600 million to $12,100 million, or 15.2% to 20.1% growth over full year 2024.

2

 


 

o
Pharmacy Segment Revenue of $10,150 million to $10,600 million, or 15.9% to 21.1% growth over full year 2024.
o
Provider Segment Revenue of $1,450 million to $1,500 million, or 10.0% to 13.8% growth over full year 2024.
Adjusted EBITDA2 of $545 million to $560 million, or 18.4% to 21.7% growth over full year 2024.

 

A copy of the Company’s fourth quarter and fiscal year 2024 earnings presentation is available on the Company’s investor relations website, https://ir.brightspringhealth.com/

 

2A reconciliation of the foregoing guidance for the non-GAAP metric of Adjusted EBITDA to GAAP net loss cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.

 

Webcast and Conference Call Details

 

BrightSpring will host a conference call today, March 6, 2025, at 8:30 a.m. Eastern Time. Investors interested in listening to the conference call are required to register online.

 

A live and archived webcast of the event will be available on the “Events & Presentations” section of the BrightSpring website at https://ir.brightspringhealth.com/. The Company has posted supplemental financial information on the fourth quarter and fiscal year 2024 results that it will reference during the conference call. The supplemental information can be found under the “Events & Presentations” on the Company’s investor relations page.

 

About BrightSpring Health Services

 

BrightSpring Health Services provides complementary home- and community-based pharmacy and provider health solutions for complex populations in need of specialized and/or chronic care. Through the Company’s service lines, including pharmacy, home health care and primary care, and rehabilitation and behavioral health, we provide comprehensive and more integrated care and clinical solutions in all 50 states to over 450,000 customers, clients and patients daily. BrightSpring has consistently demonstrated strong and often industry-leading quality metrics across its services lines while improving the quality of life and health for high-need individuals and reducing overall costs to the healthcare system.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements may relate to matters which include, but are not limited to, industries, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. In some cases, we have used words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “target,” “guidance,” the negative version of these words, or similar terms and phrases to identify these forward-looking statements.

The forward-looking statements are based on management’s current expectations and are not historical facts or guarantees of future performance. The forward-looking statements relate to the future and are therefore subject

3

 


 

to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to the following:

our operation in a highly competitive industry;
our inability to maintain relationships with existing patient referral sources or establish new referral sources;
changes to Medicare and Medicaid rates or methods governing Medicare and Medicaid payments for our services;
cost containment initiatives of third-party payors, including post-payment audits;
the implementation of alternative payment models and the transition of Medicaid and Medicare beneficiaries to managed care organizations may limit our market share and could adversely affect our revenues;
changes in the case mix of patients, as well as payor mix and payment methodologies, and decisions and operations of third-party organizations;
our reliance on federal and state spending, budget decisions, and continuous governmental operations which may fluctuate under different political conditions;
changes in drug utilization and/or pricing, PBM contracts, and Medicare Part D/Medicaid reimbursement, which may negatively impact our profitability;
changes in our relationships with pharmaceutical suppliers, including changes in drug availability or pricing;
reliance on the continual recruitment and retention of nurses, pharmacists, therapists, caregivers, direct support professionals, and other qualified personnel, including senior management;
compliance with or changes to federal, state, and local laws and regulations that govern our employment practices, including minimum wage, living wage, and paid time-off requirements;
fluctuation of our results of operations on a quarterly basis;
harm caused by labor relation matters;
limitations in our ability to control reimbursement rates received for our services if we are unable to maintain or reduce our costs to provide such services;
delays in collection or non-collection of our accounts receivable, particularly during the business integration process;
failure to manage our growth effectively, which may inhibit our ability to execute our business plan, maintain high levels of service and satisfaction or adequately address competitive challenges;
our ability to identify, successfully complete and manage acquisitions, joint ventures, and other strategic initiatives, including the pending sale of our Community Living business;
our ability to continue to provide consistently high quality of care;
maintenance of our corporate reputation or the emergence of adverse publicity, including negative information on social media or changes in public perception of our services;
contract continuance, expansion and renewal with our existing customers, including renewals at lower fee levels, customers declining to purchase additional services from us, or reduction in the services received from us pursuant to those contracts;
effective investment in, implementation of improvements to and proper maintenance of the uninterrupted operation and data integrity of our information technology and other business systems;
security breaches, loss of data, and other disruptions, which could compromise sensitive business or patient information; cause a loss of confidential patient data, employee data or personal information; or prevent access to critical information and thereby expose us to liability, litigation, and federal and state governmental inquiries and damage our reputation and brand;
risks related to credit card payments and other payment methods;

4

 


 

potential substantial malpractice or other similar claims;
various risks related to governmental inquiries, regulatory actions, and whistleblower and other lawsuits, which may not be entirely covered by insurance;
our current insurance program, which may expose us to unexpected costs, particularly if we incur losses not covered by our insurance or if claims or losses differ from our estimates;
factors outside of our control, including those listed, which have required and could in the future require us to record an asset impairment of goodwill;
a pandemic, epidemic, or outbreak of an infectious disease;
inclement weather, natural disasters, acts of terrorism, riots, civil insurrection or social unrest, looting, protests, strikes, or street demonstrations; and
our inability to adequately protect our intellectual property rights.

 

The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law. These factors should not be construed as exhaustive, and should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward- looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make.

For additional information on these and other factors that could cause BrightSpring’s actual results to differ materially from expected results, please see our filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.

 

Non-GAAP Financial Measures

 

This press release contains “non-GAAP financial measures,” including “EBITDA” and “Adjusted EBITDA,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP.

EBITDA and Adjusted EBITDA have been presented in this release as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management also believes that these measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses EBITDA and Adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish and award discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures.

Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. EBITDA and Adjusted EBITDA are not GAAP measures of our financial performance and should not be considered as an alternative to net loss as a measure of financial performance or any other performance measures derived in accordance with

5

 


 

GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as tax payments, debt service requirements, total capital expenditures, and certain other cash costs that may recur in the future.

Management defines EBITDA as net loss before income tax expense (benefit), interest expense, and depreciation and amortization. Management also defines Adjusted EBITDA as EBITDA, further adjusted to exclude non-cash share-based compensation, acquisition, integration and transaction-related costs, restructuring and divestiture-related and other costs, goodwill impairment, legal costs and settlements associated with certain historical matters for PharMerica, significant projects, management fees, and unreimbursed COVID-19 related costs.

The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Please see the end of this press release for reconciliations of non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP.

 

BrightSpring Contact:

 

Investor Relations:

David Deuchler, CFA

Gilmartin Group LLC

ir@brightspringhealth.com

 

Media Contact:
Leigh White
leigh.white@brightspringhealth.com
502.630.7412

 

6

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31, 2024 and 2023

(In thousands, except share and per share data)

(Unaudited)

 

 

December 31, 2024

 

 

December 31, 2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

61,253

 

 

$

13,071

 

Accounts receivable, net of allowance for credit losses

 

 

1,028,654

 

 

 

881,627

 

Inventories

 

 

640,568

 

 

 

402,776

 

Prepaid expenses and other current assets

 

 

162,579

 

 

 

159,167

 

Total current assets

 

 

1,893,054

 

 

 

1,456,641

 

Property and equipment, net of accumulated depreciation of $450,309 and $368,089
   at December 31, 2024 and 2023, respectively

 

 

250,286

 

 

 

245,908

 

Goodwill

 

 

2,671,524

 

 

 

2,608,412

 

Intangible assets, net of accumulated amortization

 

 

811,482

 

 

 

881,476

 

Operating lease right-of-use assets, net

 

 

249,748

 

 

 

267,446

 

Deferred income taxes, net

 

 

5,575

 

 

 

 

Other assets

 

 

44,471

 

 

 

72,838

 

Total assets

 

$

5,926,140

 

 

$

5,532,721

 

Liabilities, Redeemable Noncontrolling Interests, and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Trade accounts payable

 

$

941,292

 

 

$

641,607

 

Accrued expenses

 

 

356,538

 

 

 

492,363

 

Current portion of obligations under operating leases

 

 

69,665

 

 

 

71,053

 

Current portion of obligations under financing leases

 

 

12,113

 

 

 

11,141

 

Current portion of long-term debt

 

 

48,725

 

 

 

32,273

 

Total current liabilities

 

 

1,428,333

 

 

 

1,248,437

 

Obligations under operating leases, net of current portion

 

 

187,614

 

 

 

201,655

 

Obligations under financing leases, net of current portion

 

 

24,991

 

 

 

22,528

 

Long-term debt, net of current portion

 

 

2,561,858

 

 

 

3,331,941

 

Deferred income taxes, net

 

 

 

 

 

23,668

 

Long-term liabilities

 

 

71,759

 

 

 

91,943

 

Total liabilities

 

 

4,274,555

 

 

 

4,920,172

 

Redeemable noncontrolling interests

 

 

3,730

 

 

 

27,139

 

Shareholders’ equity:

 

 

 

 

 

 

Common stock, $0.01 par value, 1,500,000,000 and 137,398,625 shares authorized,
    174,245,990 and 117,857,055 shares issued and outstanding at December 31,
    2024 and 2023, respectively

 

$

1,742

 

 

$

1,179

 

Preferred stock, $0.01 par value, 250,000,000 authorized; no shares issued and
     outstanding at December 31, 2024; no shares authorized, issued or outstanding
     at December 31, 2023

 

 

 

 

 

 

Additional paid-in capital

 

 

1,866,850

 

 

 

771,336

 

Accumulated deficit

 

 

(222,155

)

 

 

(200,319

)

Accumulated other comprehensive income

 

 

1,418

 

 

 

12,544

 

Total shareholders’ equity

 

 

1,647,855

 

 

 

584,740

 

Noncontrolling interest

 

 

 

 

 

670

 

Total equity

 

 

1,647,855

 

 

 

585,410

 

Total liabilities, redeemable noncontrolling interests, and equity

 

$

5,926,140

 

 

$

5,532,721

 

 

7

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Consolidated Statements of Operations

For the three and twelve months ended December 31, 2024 and 2023

(In thousands, except per share amounts)

(Unaudited)

 

For the Three Months Ended

 

 

For the Years Ended

 

 

December 31,

 

 

December 31,

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Products

$

2,397,059

 

 

$

1,785,457

 

 

$

8,754,282

 

 

$

6,522,450

 

Services

 

655,742

 

 

 

589,087

 

 

 

2,512,190

 

 

 

2,303,725

 

Total revenues

 

3,052,801

 

 

 

2,374,544

 

 

 

11,266,472

 

 

 

8,826,175

 

Cost of goods

 

2,192,520

 

 

 

1,614,641

 

 

 

8,008,501

 

 

 

5,840,716

 

Cost of services

 

438,382

 

 

 

391,188

 

 

 

1,669,536

 

 

 

1,551,665

 

Gross profit

 

421,899

 

 

 

368,715

 

 

 

1,588,435

 

 

 

1,433,794

 

Selling, general, and administrative expenses

 

342,846

 

 

 

300,453

 

 

 

1,382,061

 

 

 

1,286,614

 

Operating income

 

79,053

 

 

 

68,262

 

 

 

206,374

 

 

 

147,180

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

12,726

 

 

 

 

Interest expense, net

 

54,866

 

 

 

83,054

 

 

 

228,386

 

 

 

324,593

 

Income (loss) before income taxes

 

24,187

 

 

 

(14,792

)

 

 

(34,738

)

 

 

(177,413

)

Income tax expense (benefit)

 

8,783

 

 

 

(7,591

)

 

 

(14,217

)

 

 

(20,578

)

Net income (loss)

 

15,404

 

 

 

(7,201

)

 

 

(20,521

)

 

 

(156,835

)

Net loss attributable to noncontrolling interests

 

(595

)

 

 

(664

)

 

 

(2,459

)

 

 

(2,232

)

Net income (loss) attributable to BrightSpring Health Services, Inc.
    and subsidiaries

$

15,999

 

 

$

(6,537

)

 

$

(18,062

)

 

$

(154,603

)

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per share - basic

$

0.08

 

 

$

(0.06

)

 

$

(0.09

)

 

$

(1.31

)

Income (loss) per share - diluted

$

0.08

 

 

$

(0.06

)

 

$

(0.09

)

 

$

(1.31

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

200,312

 

 

 

117,857

 

 

 

192,997

 

 

 

117,868

 

Diluted

 

213,160

 

 

 

117,857

 

 

 

192,997

 

 

 

117,868

 

 

8

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the three and twelve months ended December 31, 2024 and 2023

(In thousands)

(Unaudited)

 

For the Three Months Ended

 

 

For the Years Ended

 

 

December 31,

 

 

December 31,

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

15,404

 

 

$

(7,201

)

 

$

(20,521

)

 

$

(156,835

)

Adjustments to reconcile net income (loss) to cash provided by
        operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

54,881

 

 

 

51,012

 

 

 

204,482

 

 

 

202,336

 

Impairment of long-lived assets

 

5,454

 

 

 

2,336

 

 

 

10,235

 

 

 

10,631

 

Change in fair value of contingent consideration, net

 

2,261

 

 

 

 

 

 

2,261

 

 

 

 

Payment of contingent consideration in excess of acquisition date
    fair value

 

(2,351

)

 

 

 

 

 

(2,351

)

 

 

 

Provision for credit losses

 

12,102

 

 

 

4,310

 

 

 

33,998

 

 

 

23,237

 

Amortization of deferred debt issuance costs

 

2,631

 

 

 

5,225

 

 

 

12,108

 

 

 

20,916

 

Share-based compensation

 

13,980

 

 

 

1,817

 

 

 

69,174

 

 

 

3,917

 

Deferred income taxes, net

 

1,867

 

 

 

(16,067

)

 

 

(25,914

)

 

 

(52,632

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

12,726

 

 

 

 

Loss (gain) on disposition of fixed assets

 

156

 

 

 

(608

)

 

 

101

 

 

 

349

 

Other

 

(1,492

)

 

 

(362

)

 

 

(2,451

)

 

 

(572

)

Change in operating assets and liabilities, net of acquisitions
     and dispositions:

 

 

 

 

 

 

 

 

 

 

 

  Accounts receivable

 

(15,044

)

 

 

(10,324

)

 

 

(179,040

)

 

 

(127,246

)

  Prepaid expenses and other current assets

 

10,065

 

 

 

(34,737

)

 

 

7,595

 

 

 

(34,899

)

  Inventories

 

(162,249

)

 

 

(24,584

)

 

 

(236,514

)

 

 

28,660

 

  Trade accounts payable

 

147,646

 

 

 

163,962

 

 

 

303,209

 

 

 

105,649

 

  Accrued expenses

 

5,452

 

 

 

34,280

 

 

 

(144,580

)

 

 

193,633

 

  Other assets and liabilities

 

(151)

 

 

 

(6,659

)

 

 

(20,744

)

 

 

(6,361

)

Net cash provided by operating activities

$

90,612

 

 

$

162,400

 

 

$

23,774

 

 

$

210,783

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

$

(15,311

)

 

$

(16,834

)

 

$

(80,913

)

 

$

(73,527

)

Acquisitions of businesses, net of cash acquired

 

(42

)

 

 

(550

)

 

 

(59,797

)

 

 

(63,058

)

Other

 

(427)

 

 

 

362

 

 

 

473

 

 

 

2,152

 

Net cash used in investing activities

$

(15,780

)

 

$

(17,022

)

 

$

(140,237

)

 

$

(134,433

)

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

Long-term debt borrowings

$

 

 

$

 

 

$

2,566,000

 

 

$

 

Long-term debt repayments

 

(11,701

)

 

 

(7,584

)

 

 

(3,396,334

)

 

 

(30,441

)

Proceeds from issuance of common stock on initial public offering, net

 

 

 

 

 

 

 

656,485

 

 

 

 

Proceeds from issuance of tangible equity units, net

 

 

 

 

 

 

 

389,000

 

 

 

 

(Repayments) borrowings of the Revolving Credit Facility, net

 

(33,800

)

 

 

(122,350

)

 

 

12,600

 

 

 

(24,100

)

Payment of debt issuance costs

 

(3,857

)

 

 

 

 

 

(47,045

)

 

 

 

Repurchase of shares of common stock

 

 

 

 

(325

)

 

 

(650

)

 

 

(650

)

Proceeds from shares issued under share-based compensation plan

 

377

 

 

 

 

 

 

1,535

 

 

 

598

 

Taxes paid related to net share settlement of equity awards

 

(569

)

 

 

 

 

 

(1,196

)

 

 

 

Repurchase of stock options

 

 

 

 

(10,000

)

 

 

 

 

 

(10,000

)

Payment of contingent consideration

 

2,351

 

 

 

(1,453

)

 

 

(1,805

)

 

 

(1,453

)

Distributions to redeemable noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

Purchase of redeemable noncontrolling interest

 

 

 

 

 

 

 

(2,316

)

 

 

 

Investment in noncontrolling interests

 

 

 

 

735

 

 

 

 

 

 

735

 

Payment of financing lease obligations

 

(2,353

)

 

 

(2,971

)

 

 

(11,629

)

 

 

(11,596

)

Net cash (used in) provided by financing activities

$

(49,552

)

 

$

(143,948

)

 

$

164,645

 

 

$

(76,907

)

Net increase (decrease) in cash and cash equivalents

 

25,280

 

 

 

1,430

 

 

 

48,182

 

 

 

(557

)

Cash and cash equivalents at beginning of year

 

35,973

 

 

 

11,641

 

 

 

13,071

 

 

 

13,628

 

Cash and cash equivalents at end of year

$

61,253

 

 

$

13,071

 

 

$

61,253

 

 

$

13,071

 

 

9

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Reconciliation of EBITDA and Adjusted EBITDA

For the three and twelve months ended December 31, 2024 and 2023

(Unaudited)

The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA:

 

($ in thousands)

For the Three Months Ended

 

 

For the Years Ended

 

 

December 31,

 

 

December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net income (loss)

$

15,404

 

 

$

(7,201

)

 

$

(20,521

)

 

$

(156,835

)

Income tax benefit

 

8,783

 

 

 

(7,591

)

 

 

(14,217

)

 

 

(20,578

)

Interest expense, net

 

54,866

 

 

 

83,054

 

 

 

228,386

 

 

 

324,593

 

Depreciation and amortization

 

54,881

 

 

 

51,012

 

 

 

204,482

 

 

 

202,336

 

EBITDA

$

133,934

 

 

$

119,274

 

 

$

398,130

 

 

$

349,516

 

Non-cash share-based compensation (1)

 

13,980

 

 

 

1,817

 

 

 

69,174

 

 

 

3,917

 

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

 

9,538

 

 

 

6,980

 

 

 

34,869

 

 

 

20,734

 

Restructuring and divestiture-related and other costs (3)

 

9,966

 

 

 

5,676

 

 

 

38,031

 

 

 

21,848

 

Legal costs and settlements (4)

 

 

 

 

5,989

 

 

 

21,886

 

 

 

127,695

 

Significant projects (5)

 

 

 

 

1,480

 

 

 

2,604

 

 

 

8,379

 

Management fees (6)

 

 

 

 

1,383

 

 

 

23,381

 

 

 

5,631

 

Unreimbursed COVID-19 related costs

 

 

 

 

 

 

 

 

 

 

88

 

Total adjustments

$

33,484

 

 

$

23,325

 

 

$

189,945

 

 

$

188,292

 

Adjusted EBITDA

$

167,418

 

 

$

142,599

 

 

$

588,075

 

 

$

537,808

 

 

(1)
Represents non-cash share-based compensation to certain members of our management and other full-time employees. The year ended December 31, 2024 includes $49.2 million of costs related to new equity awards granted upon the completion of our IPO under the 2024 Equity Incentive Plan and $15.0 million of previously unrecognized share-based compensation expense related to performance-vesting options under the 2017 Stock Plan, a portion of which vested upon completion of the IPO.
(2)
Represents transaction costs incurred in connection with planned, completed, or terminated acquisitions, which include investment banking fees, legal diligence and related documentation costs, finance and accounting diligence and documentation; costs associated with the integration of acquisitions, including any facility consolidation, integration travel, or severance; and costs associated with other planned, completed, or terminated non-routine transactions. The year ended December 31, 2024 includes acquisition and integration related costs of $17.4 million, earn-out adjustments from previous acquisitions of $2.4 million, and other non-routine transaction costs of $8.7 million, as compared to acquisition and integration related costs of $3.7 million for the year ended December 31, 2023. These costs also included $6.4 million and $4.7 million of costs related to the IPO Offerings which were not capitalizable for the years ended December 31, 2024 and 2023, respectively.
(3)
Represents costs associated with restructuring-related activities, including closure costs, and related license impairment, and severance expenses associated with certain enterprise-wide or significant business line cost-savings measures. These costs included $12.7 million of unamortized debt issuance costs associated with the extinguishment of our Second Lien Facility in the year ended December 31, 2024. These costs also included $7.3 million and $10.6 million of intangible asset and other non-cash investment impairment for the years ended December 31, 2024 and 2023, respectively.
(4)
Represents settlement and defense costs associated with certain historical PharMerica litigation matters, including the Silver matter, all of which were finalized in 2024. See Note 14 “Commitments and Contingencies” within the audited consolidated financial statements and related notes, included elsewhere in this Annual Report on Form 10-K, for additional information.
(5)
Represents costs associated with certain transformational projects and for the periods presented primarily included general ledger system implementation, pharmacy billing system implementation, and ransomware attack response costs, all of which were finalized in 2024. General ledger system migration and related business intelligence system implementation costs, which were capitalized as development costs and are subsequently amortized in accordance with ASC 350-40, Internal Use Software, were $0.7 million and $2.0 million for the years ended December 31, 2024, and 2023, respectively. Pharmacy billing system implementation costs were $0.7 million and $2.2 million for the year ended December 31, 2024 and 2023, respectively. Ransomware attack response costs were $1.0 million and $3.4 million for the years ended December 31, 2024 and 2023.
(6)
Represents annual management fees payable to the Managers under the Monitoring Agreement through the date of the IPO, and $22.7 million of termination fees resulting from the Monitoring Agreement being terminated upon completion of the IPO Offerings. All management fees have ceased following the completion of the IPO.

10

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Reconciliation of Adjusted EPS

For the three and twelve months ended December 31, 2024 and 2023

(Unaudited)

 

The following table reconciles diluted EPS to Adjusted EPS:

 

(shares in thousands)

For the Three Months Ended December 31,

 

 

For the Years Ended December 31,

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Diluted EPS

$

0.08

 

 

$

(0.06

)

 

$

(0.09

)

 

$

(1.31

)

Non-cash share-based compensation (1)

 

0.07

 

 

 

0.01

 

 

 

0.34

 

 

 

0.03

 

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

 

0.04

 

 

 

0.06

 

 

 

0.17

 

 

 

0.16

 

Restructuring and divestiture-related and other costs (1)

 

0.05

 

 

 

0.05

 

 

 

0.19

 

 

 

0.17

 

Legal costs and settlements (1)

 

 

 

 

0.05

 

 

 

0.11

 

 

 

1.01

 

Significant projects (1)

 

 

 

 

0.01

 

 

 

0.01

 

 

 

0.07

 

Management fee (1)

 

 

 

 

0.01

 

 

 

0.12

 

 

 

0.04

 

Unreimbursed COVID-19 related costs (1)

 

 

 

 

 

 

 

 

 

0.00

 

Income tax impact on adjustments (2)(3)

 

(0.02

)

 

 

(0.05

)

 

 

(0.29

)

 

 

(0.10

)

Adjusted EPS

$

0.22

 

 

$

0.08

 

 

$

0.56

 

 

$

0.07

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding used in calculating
    diluted U.S. GAAP net earnings (loss) per share

 

213,160

 

 

 

117,857

 

 

 

192,997

 

 

 

117,868

 

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

 

213,160

 

 

 

126,091

 

 

 

202,106

 

 

 

126,355

 

 

(1) This adjustment reflects the per share impact of the adjustment reflected within the definition of Adjusted EBITDA.

(2) The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate for the respective non-GAAP adjustment.

(3) For the year ended December 31, 2024, the income tax impact on adjustments is inclusive of a discrete tax benefit related to the Silver matter that was finalized in connection with the signing of the settlement agreement during the second fiscal quarter of 2024.

 

11

 


v3.25.0.1
Document And Entity Information
Mar. 06, 2025
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Mar. 06, 2025
Entity Registrant Name BrightSpring Health Services, Inc.
Entity Central Index Key 0001865782
Entity Emerging Growth Company false
Entity File Number 001-41938
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 82-2956404
Entity Address, Address Line One 805 N. Whittington Parkway
Entity Address, City or Town Louisville
Entity Address, State or Province KY
Entity Address, Postal Zip Code 40222
City Area Code 502
Local Phone Number 394-2100
Entity Information, Former Legal or Registered Name Not Applicable
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol BTSG
Security Exchange Name NASDAQ
Six Point Seven Five Percentage Tangible Equity Units [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6.75% Tangible Equity Units
Trading Symbol BTSGU
Security Exchange Name NASDAQ

BrightSpring Health Serv... (NASDAQ:BTSGU)
Graphique Historique de l'Action
De Fév 2025 à Mar 2025 Plus de graphiques de la Bourse BrightSpring Health Serv...
BrightSpring Health Serv... (NASDAQ:BTSGU)
Graphique Historique de l'Action
De Mar 2024 à Mar 2025 Plus de graphiques de la Bourse BrightSpring Health Serv...