0000950170-24-089623 | 10-Q | XBRL Viewer | Brightspring Health Services INC

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Earnings Per Share ("EPS") - Summary of Basic and Diluted Net Loss Per Share (Parenthetical) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Earnings Per Share [Abstract]
Extinguishment of redeemable noncontrolling interest	$ 14,981

Acquisitions (Tables)

6 Months Ended

Jun. 30, 2024

Business Combinations [Abstract]

Schedule of Consideration Paid for Acquisitions and Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the consideration paid (in thousands) for 2024 acquisitions and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition dates, which are adjusted for immaterial measurement-period adjustments through June 30, 2024. Consideration for acquisitions by the Pharmacy Solutions and Provider Services segments was $27.0 million and $16.9 million, respectively.


Accounts receivable	$	3,727
Inventories		1,234
Prepaids and other current assets		174
Property and equipment		400
Goodwill		18,285
Intangible assets		28,883
Operating lease right-of-use assets		364
Other assets		1,438
Trade accounts payable		650
Accrued expenses		7,744
Current portion of obligations under operating leases		55
Current portion of obligations under financing leases		52
Obligations under operating leases, net of current portion		308
Obligations under financing leases, net of current portion		8
Deferred income taxes, net		1,794
Aggregate purchase price, net of cash acquired	$	43,894

The following table summarizes the consideration paid (in thousands) for these 2023 acquisitions and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition dates, which are adjusted for immaterial measurement-period adjustments through June 30, 2024. Consideration paid for acquisitions by the Pharmacy Solutions and Provider Services segments was $29.8 million and $43.3 million, respectively.


Accounts receivable	$	2,500
Inventories		919
Property and equipment		450
Goodwill		31,494
Intangible assets		37,914
Operating lease right-of-use assets		530
Accrued expenses		200
Current portion of obligations under operating leases		207
Obligations under operating leases, net of current portion		323
Aggregate purchase price	$	73,077

Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

2. Revenue

The Company is substantially dependent on revenues received under contracts with federal, state, and local government agencies. Operating funding sources are generally earned from Medicaid, Medicare, commercial insurance reimbursement, and from private and other payors. There is no single customer whose revenue was 10% or more of our consolidated revenue. The following tables set forth revenue by payor type (in millions):


	Pharmacy Solutions
	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	570.2		20.9	%	$	401.3		18.5	%	$	1,074.6		20.2	%	$	757.6		18.1	%
Medicaid		199.7		7.3	%		164.2		7.6	%		387.0		7.3	%		308.6		7.4	%
Medicare A		127.7		4.7	%		132.9		6.1	%		257.1		4.8	%		272.3		6.5	%
Medicare B		16.7		0.6	%		14.1		0.7	%		33.6		0.6	%		27.2		0.6	%
Medicare C		377.9		13.8	%		379.7		17.5	%		714.8		13.5	%		575.2		13.7	%
Medicare D		770.0		28.2	%		460.7		21.3	%		1,526.3		28.8	%		1,031.8		24.6	%
Private & other		52.3		1.9	%		43.9		2.0	%		98.1		1.9	%		91.1		2.1	%
	$	2,114.5		77.4	%	$	1,596.8		73.7	%	$	4,091.5		77.1	%	$	3,063.8		73.0	%


	Provider Services
	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	48.3		1.8	%	$	38.5		1.8	%	$	95.7		1.8	%	$	73.7		1.8	%
Medicaid		335.4		12.3	%		326.1		15.1	%		669.9		12.6	%		645.9		15.4	%
Medicare A		107.6		3.9	%		100.1		4.6	%		212.9		4.0	%		200.9		4.8	%
Medicare B		8.1		0.3	%		5.1		0.2	%		15.0		0.3	%		10.5		0.3	%
Medicare C		27.6		1.0	%		15.0		0.7	%		47.8		0.9	%		29.1		0.7	%
Medicare D		0.4		0.0	%		—		—			0.4		0.0	%		—		—
Private & other		88.3		3.3	%		85.1		3.9	%		173.6		3.3	%		171.2		4.0	%
	$	615.7		22.6	%	$	569.9		26.3	%	$	1,215.3		22.9	%	$	1,131.3		27.0	%


	Consolidated
	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	618.5		22.7	%	$	439.8		20.3	%	$	1,170.3		22.0	%	$	831.3		19.9	%
Medicaid		535.1		19.6	%		490.3		22.7	%		1,056.9		19.9	%		954.5		22.8	%
Medicare A		235.3		8.6	%		233.0		10.7	%		470.0		8.8	%		473.2		11.3	%
Medicare B		24.8		0.9	%		19.2		0.9	%		48.6		0.9	%		37.7		0.9	%
Medicare C		405.5		14.8	%		394.7		18.2	%		762.6		14.4	%		604.3		14.4	%
Medicare D		770.4		28.2	%		460.7		21.3	%		1,526.7		28.8	%		1,031.8		24.6	%
Private & other		140.6		5.2	%		129.0		5.9	%		271.7		5.2	%		262.3		6.1	%
	$	2,730.2		100.0	%	$	2,166.7		100.0	%	$	5,306.8		100.0	%	$	4,195.1		100.0	%

Refer to Note 14 for the disaggregation of revenue by reportable segment.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Estimated settlement amount	$ 120.0	$ 115.0
Accrued Expenses
Loss Contingencies [Line Items]
Estimated settlement amount		105.0
Long-term Liabilities Current
Loss Contingencies [Line Items]
Estimated settlement amount	90.0
Long-term Liabilities
Loss Contingencies [Line Items]
Estimated settlement amount	$ 30.0	$ 10.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2024	Jul. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001865782
Document Fiscal Period Focus	Q2
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41938
Entity Registrant Name	BrightSpring Health Services, Inc.
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding (in shares)		171,457,499
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BTSG
Security Exchange Name	NASDAQ
6.75% Tangible Equity Unit [Member]
Document Information [Line Items]
Title of 12(b) Security	6.75% Tangible Equity Units
Trading Symbol	BTSGU
Security Exchange Name	NASDAQ

Acquisitions - Schedule of Consideration Paid for Acquisitions and Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 2,626,353	$ 2,608,412
2023 Acquisitions
Business Acquisition [Line Items]
Accounts receivable	2,500
Inventories	919
Property and equipment	450
Goodwill	31,494
Intangible assets	37,914
Operating lease right-of-use assets	530
Accrued expenses	200
Current portion of obligations under operating leases	207
Obligations under operating leases, net of current portion	323
Aggregate purchase price	73,077	$ 73,100
2024 Acquisitions
Business Acquisition [Line Items]
Accounts receivable	3,727
Inventories	1,234
Prepaids and other current assets	174
Property and equipment	400
Goodwill	18,285
Intangible assets	28,883
Operating lease right-of-use assets	364
Other assets	1,438
Trade accounts payable	650
Accrued expenses	7,744
Current portion of obligations under operating leases	55
Current portion of obligations under financing leases	52
Obligations under operating leases, net of current portion	308
Obligations under financing leases, net of current portion	8
Deferred income taxes, net	1,794
Aggregate purchase price	$ 43,894

Fair Value - Summary of Financial Assets or Liabilities Recorded at Fair value on Recurring Basis (Details) - Fair Value Measurement Recurring - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Market Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	$ 33,784	$ 24,947
Income Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	3,356	5,331
Level 2 \| Market Approach \| Interest Rate Swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	33,784	24,947
Level 3 \| Income Approach \| Contingent Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	$ 3,356	$ 5,331

Earnings Per Share ("EPS") - Summary of Shares Excluded from Computation of Diluted Net (Loss) Income Per Share (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	3,280	918	31,439	14,143
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	3,280	918	15,300	14,143
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share			11,526
TEUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share			4,582
Other
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share			31

Revenue - Schedule of Revenue by Payor Type (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 2,730,210	$ 2,166,724	$ 5,306,848	$ 4,195,102
Commercial Insurance
Disaggregation of Revenue [Line Items]
Revenue	618,500	439,800	1,170,300	831,300
Medicaid
Disaggregation of Revenue [Line Items]
Revenue	535,100	490,300	1,056,900	954,500
Medicare A
Disaggregation of Revenue [Line Items]
Revenue	235,300	233,000	470,000	473,200
Medicare B
Disaggregation of Revenue [Line Items]
Revenue	24,800	19,200	48,600	37,700
Medicare C
Disaggregation of Revenue [Line Items]
Revenue	405,500	394,700	762,600	604,300
Medicare D
Disaggregation of Revenue [Line Items]
Revenue	770,400	460,700	1,526,700	1,031,800
Private and Other
Disaggregation of Revenue [Line Items]
Revenue	140,600	129,000	271,700	262,300
Pharmacy Solutions
Disaggregation of Revenue [Line Items]
Revenue	2,114,500	1,596,800	4,091,500	3,063,800
Pharmacy Solutions \| Commercial Insurance
Disaggregation of Revenue [Line Items]
Revenue	570,200	401,300	1,074,600	757,600
Pharmacy Solutions \| Medicaid
Disaggregation of Revenue [Line Items]
Revenue	199,700	164,200	387,000	308,600
Pharmacy Solutions \| Medicare A
Disaggregation of Revenue [Line Items]
Revenue	127,700	132,900	257,100	272,300
Pharmacy Solutions \| Medicare B
Disaggregation of Revenue [Line Items]
Revenue	16,700	14,100	33,600	27,200
Pharmacy Solutions \| Medicare C
Disaggregation of Revenue [Line Items]
Revenue	377,900	379,700	714,800	575,200
Pharmacy Solutions \| Medicare D
Disaggregation of Revenue [Line Items]
Revenue	770,000	460,700	1,526,300	1,031,800
Pharmacy Solutions \| Private and Other
Disaggregation of Revenue [Line Items]
Revenue	52,300	43,900	98,100	91,100
Provider Services
Disaggregation of Revenue [Line Items]
Revenue	615,700	569,900	1,215,300	1,131,300
Provider Services \| Commercial Insurance
Disaggregation of Revenue [Line Items]
Revenue	48,300	38,500	95,700	73,700
Provider Services \| Medicaid
Disaggregation of Revenue [Line Items]
Revenue	335,400	326,100	669,900	645,900
Provider Services \| Medicare A
Disaggregation of Revenue [Line Items]
Revenue	107,600	100,100	212,900	200,900
Provider Services \| Medicare B
Disaggregation of Revenue [Line Items]
Revenue	8,100	5,100	15,000	10,500
Provider Services \| Medicare C
Disaggregation of Revenue [Line Items]
Revenue	27,600	15,000	47,800	29,100
Provider Services \| Medicare D
Disaggregation of Revenue [Line Items]
Revenue	400		400
Provider Services \| Private and Other
Disaggregation of Revenue [Line Items]
Revenue	$ 88,300	$ 85,100	$ 173,600	$ 171,200
Product Concentration Risk \| Revenue
Disaggregation of Revenue [Line Items]
% of Revenue	100.00%	100.00%	100.00%	100.00%
Product Concentration Risk \| Revenue \| Commercial Insurance
Disaggregation of Revenue [Line Items]
% of Revenue	22.70%	20.30%	22.00%	19.90%
Product Concentration Risk \| Revenue \| Medicaid
Disaggregation of Revenue [Line Items]
% of Revenue	19.60%	22.70%	19.90%	22.80%
Product Concentration Risk \| Revenue \| Medicare A
Disaggregation of Revenue [Line Items]
% of Revenue	8.60%	10.70%	8.80%	11.30%
Product Concentration Risk \| Revenue \| Medicare B
Disaggregation of Revenue [Line Items]
% of Revenue	0.90%	0.90%	0.90%	0.90%
Product Concentration Risk \| Revenue \| Medicare C
Disaggregation of Revenue [Line Items]
% of Revenue	14.80%	18.20%	14.40%	14.40%
Product Concentration Risk \| Revenue \| Medicare D
Disaggregation of Revenue [Line Items]
% of Revenue	28.20%	21.30%	28.80%	24.60%
Product Concentration Risk \| Revenue \| Private and Other
Disaggregation of Revenue [Line Items]
% of Revenue	5.20%	5.90%	5.20%	6.10%
Product Concentration Risk \| Revenue \| Pharmacy Solutions
Disaggregation of Revenue [Line Items]
% of Revenue	77.40%	73.70%	77.10%	73.00%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Commercial Insurance
Disaggregation of Revenue [Line Items]
% of Revenue	20.90%	18.50%	20.20%	18.10%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicaid
Disaggregation of Revenue [Line Items]
% of Revenue	7.30%	7.60%	7.30%	7.40%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare A
Disaggregation of Revenue [Line Items]
% of Revenue	4.70%	6.10%	4.80%	6.50%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare B
Disaggregation of Revenue [Line Items]
% of Revenue	0.60%	0.70%	0.60%	0.60%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare C
Disaggregation of Revenue [Line Items]
% of Revenue	13.80%	17.50%	13.50%	13.70%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare D
Disaggregation of Revenue [Line Items]
% of Revenue	28.20%	21.30%	28.80%	24.60%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Private and Other
Disaggregation of Revenue [Line Items]
% of Revenue	1.90%	2.00%	1.90%	2.10%
Product Concentration Risk \| Revenue \| Provider Services
Disaggregation of Revenue [Line Items]
% of Revenue	22.60%	26.30%	22.90%	27.00%
Product Concentration Risk \| Revenue \| Provider Services \| Commercial Insurance
Disaggregation of Revenue [Line Items]
% of Revenue	1.80%	1.80%	1.80%	1.80%
Product Concentration Risk \| Revenue \| Provider Services \| Medicaid
Disaggregation of Revenue [Line Items]
% of Revenue	12.30%	15.10%	12.60%	15.40%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare A
Disaggregation of Revenue [Line Items]
% of Revenue	3.90%	4.60%	4.00%	4.80%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare B
Disaggregation of Revenue [Line Items]
% of Revenue	0.30%	0.20%	0.30%	0.30%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare C
Disaggregation of Revenue [Line Items]
% of Revenue	1.00%	0.70%	0.90%	0.70%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare D
Disaggregation of Revenue [Line Items]
% of Revenue	0.00%		0.00%
Product Concentration Risk \| Revenue \| Provider Services \| Private and Other
Disaggregation of Revenue [Line Items]
% of Revenue	3.30%	3.90%	3.30%	4.00%

Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Revenues	$ 2,730,210	$ 2,166,724	$ 5,306,848	$ 4,195,102
Cost of goods and services	2,341,177	1,794,654	4,548,424	3,488,319
Total depreciation and amortization	43,543	44,782	86,220	89,589
Segment EBITDA	180,543	184,193	350,629	331,820
Segment reconciliation:
Total Segment EBITDA	180,543	184,193	350,629	331,820
Selling, general, and administrative expenses not allocated at segment level	68,058	54,372	181,155	100,099
Depreciation and amortization	50,071	50,205	98,993	100,550
Operating income	62,414	79,616	70,481	131,171
Loss on extinguishment of debt			12,726
Interest expense, net	52,439	79,684	117,459	157,861
Income (loss) before income taxes	9,975	(68)	(59,704)	(26,690)
Pharmacy Solutions
Segment Reporting Information [Line Items]
Revenues	2,114,491	1,596,839	4,091,526	3,063,841
Cost of goods and services	1,931,760	1,409,249	3,738,860	2,716,230
Total depreciation and amortization	27,222	28,726	54,471	57,304
Segment EBITDA	94,496	109,806	182,670	192,128
Segment reconciliation:
Total Segment EBITDA	94,496	109,806	182,670	192,128
Provider Services
Segment Reporting Information [Line Items]
Revenues	615,719	569,885	1,215,322	1,131,261
Cost of goods and services	409,417	385,405	809,564	772,089
Total depreciation and amortization	16,321	16,056	31,749	32,285
Segment EBITDA	86,047	74,387	167,959	139,692
Segment reconciliation:
Total Segment EBITDA	$ 86,047	$ 74,387	$ 167,959	$ 139,692

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

4. Goodwill and Intangible Assets

A summary of changes to goodwill, by segment, is as follows (in thousands):


	Goodwill
	Pharmacy Solutions		Provider Services			Total
Goodwill at January 1, 2024*	$	833,989	$	1,774,423		$	2,608,412
Goodwill added through acquisitions		7,063		11,222			18,285
Measurement period adjustments		—		(200	)		(200	)
Foreign currency adjustments		—		(144	)		(144	)
Goodwill at June 30, 2024*	$	841,052	$	1,785,301		$	2,626,353

* For the period presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $40.9 million.

Intangible assets are as follows (in thousands):


	June 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net Carrying Value		Gross		Accumulated Amortization		Net Carrying Value		Life (Years)
Customer relationships	$	714,311	$	375,034	$	339,277	$	697,947	$	344,662	$	353,285	5-20
Trade names		330,048		129,224		200,824		330,029		117,579		212,450	3-20
Licenses		242,217		61,788		180,429		238,682		56,022		182,660	10-20
Doctor/payor network		12,730		9,882		2,848		12,730		8,800		3,930	5-8
Covenants not to compete		13,766		9,625		4,141		13,126		8,535		4,591	2-7
Other intangible assets		10,940		5,582		5,358		10,949		4,809		6,140	5-7
Total definite-lived assets	$	1,324,012	$	591,135	$	732,877	$	1,303,463	$	540,407	$	763,056
Licenses		118,420		—		118,420		118,420		—		118,420	Indefinite
Total intangible assets	$	1,442,432	$	591,135	$	851,297	$	1,421,883	$	540,407	$	881,476

Amortization expense for the three and six months ended June 30, 2024 was $29.0 million and $57.6 million, respectively, as compared to $30.7 million and $61.5 million for the three and six months ended June 30, 2023, respectively.

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

The provision for income taxes is attributable to U.S. federal, state, and foreign income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur. Each quarter, we update our estimate of the annual effective tax rate, and, if our estimated tax rate changes, we make a cumulative adjustment.

Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, is subject to significant variation due to several factors, including variability in accurately predicting our pre-tax and taxable income and loss, acquisitions, audit developments, changes in law, regulations and administrative practices, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, our effective tax rate can be more or less volatile based on the amount of pre-tax income. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower.

A reconciliation of the Company’s effective tax rate is as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Estimated annual effective tax rate before discrete items		84.2	%		3,722.0	%		33.0	%		26.9	%
Discrete items recognized		(179.1	)%		445.6	%		21.9	%		—
Effective tax rate recognized in the statements of operations		(94.9	)%		4,167.6	%		54.9	%		26.9	%

During the three months ended June 30, 2024, the Company's effective tax rate was lower than the U.S. federal income tax rate, primarily as a result of the discrete tax benefit related to the Silver matter which was determined to be partially deductible upon finalization of the agreement. See Note 10 for further discussion of the Silver matter. The Company's effective tax rate for the three months ended June 30, 2023 was higher than the U.S. federal income tax rate, primarily as a result of the year-to-date cumulative adjustment of the estimated effective tax rate on near break-even pre-tax book loss for the quarter.

During the six months ended June 30, 2024, the Company's effective tax rate was higher than the U.S. federal income tax rate, primarily as a result of limitations on the deductibility of certain executive compensation that now apply to the Company upon completion of its IPO in January 2024. In addition, the discrete tax benefit related to the Silver matter increased the effective tax rate on pre-tax book losses to date. The Company's effective tax rate for the six months ended June 30, 2023 was lower than the U.S. federal income tax rate, primarily as a result of the favorable impact of job credits as a percentage of estimated annual pre-tax book loss.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

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+ Details

Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Significant Accounting Policies

1. Significant Accounting Policies

Description of Business

BrightSpring Health Services, Inc. is a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. Our platform delivers clinical services and pharmacy solutions across Medicare, Medicaid, and commercially-insured populations.

On December 7, 2017, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Walgreens Boots Alliance, Inc. (“WBA”) purchased PharMerica Corporation (“PharMerica”) and on March 5, 2019, expanded with the acquisition of BrightSpring Health Holdings Corp. The surviving entity was renamed BrightSpring Health Services, Inc.

BrightSpring Health Services, Inc. completed its initial public offering (“IPO”) of 53,333,334 shares of its common stock at a price of $13.00 per share and its concurrent offering of 8,000,000 6.75% tangible equity units (“TEUs”) with a stated amount of $50.00 per unit in January 2024 (collectively, “the IPO Offerings”). The net proceeds from the IPO Offerings amounted to $656.5 million and $389.0 million for the common stock and TEUs, respectively, after deducting underwriting discounts and commissions, and offering-related expenses. The shares and TEUs began trading on the Nasdaq Global Select Market on January 26, 2024 under the ticker symbols “BTSG” and “BTSGU,” respectively. BrightSpring Health Services, Inc. used a portion of the net proceeds received from the IPO Offerings to repay certain indebtedness (see Note 5). Additionally, a portion of the net proceeds will be used to pay termination fees in connection with the termination of our monitoring agreement with our controlling stockholders, KKR and WBA (the “Monitoring Agreement”) (see Note 13). The remaining proceeds were retained for general corporate purposes. In connection with the IPO Offerings, the Company also granted equity awards to management and certain other full-time employees (see Note 15).

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of BrightSpring Health Services, Inc. and its subsidiaries (“BrightSpring,” the “Company,” “we,” “us,” or “our”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated.

We record a noncontrolling interest for the allocable portion of income or loss and comprehensive income or loss to which the noncontrolling interest holders are entitled based upon their ownership share of the affiliate. The Company determined noncontrolling interests for certain of these VIEs to be redeemable noncontrolling interests, which are presented in the unaudited condensed consolidated balance sheets as redeemable noncontrolling interests (see Note 11).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations, and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year.

This report should be read in conjunction with our consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which include information and disclosures not included herein. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented, as allowed by the rules and regulations of the Securities and Exchange Commission.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable, inventory, long-lived assets, definite and indefinite-lived intangibles, derivatives, insurance reserves, stock-based compensation, and goodwill. Actual amounts may differ from these estimates.

Fair Value of Financial Instruments

At June 30, 2024 and December 31, 2023, the fair value of cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these instruments. The carrying amounts of the Company’s long-term debt approximated fair value as interest rates and negotiated terms and conditions are consistent with current market rates due to the close proximity of recent refinancing transactions to the dates of these unaudited condensed consolidated financial statements. All debt classifications and interest rate swaps represent Level 2 fair value measurements. Contingent consideration, which represents future earn-outs associated with acquisitions, represents a Level 3 fair value measurement as there is little or no market data available. Refer to Note 9.

Deferred Offering Costs

Deferred offering costs of $5.6 million, which consist of legal, accounting, filing, and other fees and costs directly attributable to the Company’s IPO, were capitalized, and upon completion of the IPO in January 2024, were subsequently recorded in shareholders’ equity as a reduction of proceeds during the first fiscal quarter. There were $3.9 million of deferred offering costs included in other assets in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2023.

Government Actions to Mitigate COVID-19’s Impact

On May 11, 2023, the Department of Health and Human Services declared the COVID-19 pandemic is no longer a public health emergency. Through the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program and Health Care Enhancement Act, and the Consolidated Appropriations Act, $178 billion of funding was authorized to be distributed to health care providers through the Provider Relief Fund (“PRF”) in response to COVID-19.

The Company received and recognized the following amounts from the PRF (in thousands):


	For the Six Months Ended June 30,
	2024		2023
Amounts received from the Provider Relief Fund	$	—	$	18,804
Amounts recognized into income	$	—	$	18,804

The Company did not receive or recognize into income any PRF during the three months ended June 30, 2024 and 2023. The income recognized in the six months ended June 30, 2023 was offset directly by the expenses incurred within selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations, which resulted in no net financial impact to the Company.

Recently Issued Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting. This ASU requires the following disclosures on an annual and interim basis:

•

Significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of segment profit/loss;

•

Other segment items by reportable segment, consisting of differences between segment revenue and segment profit/loss not already disclosed above;

•

Other information by reportable segment, including total assets, depreciation and amortization, and capital expenditures; and

•

The title of the CODM and an explanation of how the CODM uses the reported measures of segment profit/loss in assessing segment performance and deciding how to allocate resources.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a retrospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the impact to the related segment reporting disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires the following disclosures on an annual basis:

•

A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory tax further broken out by nature and/or jurisdiction;

•

Qualitative disclosure of the nature and effect of significant reconciling items by specific categories and individual jurisdictions; and

•

Income taxes paid (net of refunds received), broken out between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the impact to the income tax disclosures.

Segment Information

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Information

14. Segment Information

Our CODM evaluates the performance of our segments and allocates resources to them based on segment EBITDA. Segment assets are not reviewed by the Company’s CODM and, therefore, are not disclosed.

Insignificant amounts of revenue and costs of goods and services may be recorded at the corporate level and are not attributable to a particular segment. Unallocated selling, general, and administrative expenses are those costs for functions performed in a centralized manner and therefore are not attributable to a particular segment. These costs include accounting, finance, human resources, legal, information technology, corporate office support, and overall corporate management.

The following tables set forth information about the Company’s reportable segments, along with the items necessary to reconcile the segment information to the totals reported in the Company’s unaudited condensed consolidated statements of operations as follows (in thousands):


	For the Three Months Ended June 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	2,114,491		615,719	$	2,730,210
Cost of goods and services (1)		1,931,760		409,417		2,341,177
Total depreciation and amortization (2)		27,222		16,321		43,543
Segment EBITDA	$	94,496		86,047	$	180,543


	For the Three Months Ended June 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	1,596,839		569,885	$	2,166,724
Cost of goods and services (1)		1,409,249		385,405		1,794,654
Total depreciation and amortization (2)		28,726		16,056		44,782
Segment EBITDA	$	109,806		74,387	$	184,193


	For the Six Months Ended June 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	4,091,526		1,215,322	$	5,306,848
Cost of goods and services (1)		3,738,860		809,564		4,548,424
Total depreciation and amortization (2)		54,471		31,749		86,220
Segment EBITDA	$	182,670		167,959	$	350,629


	For the Six Months Ended June 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	3,063,841		1,131,261	$	4,195,102
Cost of goods and services (1)		2,716,230		772,089		3,488,319
Total depreciation and amortization (2)		57,304		32,285		89,589
Segment EBITDA	$	192,128		139,692	$	331,820

(1)

Balance includes depreciation and amortization expense that relates to revenue-generating assets

(2)

Balance is inclusive of any depreciation and amortization expense recorded in cost of goods and services


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2024		2023			2024			2023
Segment reconciliation:
Total Segment EBITDA	$	180,543	$	184,193		$	350,629		$	331,820
Selling, general, and administrative expenses not allocated at segment level		68,058		54,372			181,155			100,099
Depreciation and amortization		50,071		50,205			98,993			100,550
Operating income		62,414		79,616			70,481			131,171
Loss on extinguishment of debt		—		—			12,726			—
Interest expense, net		52,439		79,684			117,459			157,861
Income (loss) before income taxes	$	9,975	$	(68	)	$	(59,704	)	$	(26,690	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Detail of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Rebate receivable	$ 49,018	$ 41,791
Non-trade receivables	44,057	67,126
Inventory returns receivable	11,516	15,300
Income tax receivable	6,971	4,935
Prepaid insurance	6,302	13,206
Prepaid maintenance	5,432	3,619
Other prepaid expenses and current assets	14,509	13,190
Total prepaid expenses and other current assets	$ 137,805	$ 159,167

Significant Accounting Policies - Summary of amount received and recognized from PRF (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Accounting Policies [Abstract]
Amounts received from the Provider Relief Fund	$ 18,804
Amounts Recognized Into Income	$ 18,804

Earnings Per Share ("EPS") - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net income (loss)	$ 19,441	$ 2,766	$ (26,944)	$ (19,510)
Net loss attributable to noncontrolling interests	(478)	(1,222)	(1,113)	(2,116)
Extinguishment of redeemable noncontrolling interest			14,981
Net income (loss) attributable to common shareholders	$ 19,919	$ 3,988	$ (25,831)	$ (17,394)
Denominator
Weighted-average shares outstanding - basic	197,515	117,883	186,523	117,875
Basic net income (loss) per share	$ 0.1	$ 0.03	$ (0.14)	$ (0.15)
Weighted-average shares outstanding - diluted	208,987	126,449	186,523	117,875
Diluted net income (loss) per share	$ 0.1	$ 0.03	$ (0.14)	$ (0.15)
Stock Options
Denominator
Weighted-average shares outstanding - diluted	4,764	8,566
RSUs
Denominator
Weighted-average shares outstanding - diluted	2,095
TEUs
Denominator
Weighted-average shares outstanding - diluted	4,582
Other
Denominator
Weighted-average shares outstanding - diluted	31

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Statement of Comprehensive Income [Abstract]

Net income (loss)

$ 19,441

$ 2,766

$ (26,944)

$ (19,510)

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments

(49)

106

(195)

109

Cash flow hedges:

Net change in fair value, net of tax

^[1]

3,145

26,159

21,104

19,807

Amounts reclassified to earnings, net of tax

^[2]

(7,186)

(5,697)

(14,428)

(9,559)

Total other comprehensive (loss) income, net of tax

(4,090)

20,568

6,481

10,357

Total comprehensive income (loss)

15,351

23,334

(20,463)

(9,153)

Comprehensive (loss) income attributable to redeemable noncontrolling interests

(339)

(1,222)

(822)

(2,116)

Comprehensive loss attributable to noncontrolling interest

(139)

(291)

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

$ 15,829

$ 24,556

$ (19,350)

$ (7,037)

[1]	The income tax effects of the net change in fair value were $(1,018) and $(6,833) for the three and six months ended June 30, 2024, respectively, and $(8,705) and $(6,591) for the three and six months ended June 30, 2023, respectively.
[2]	The income tax effects of amounts reclassified to earnings were $2,327 and $4,672 for the three and six months ended June 30, 2024, respectively, and $1,896 and $3,181 for the three and six months ended June 30, 2023, respectively.

Income Taxes (Tables)

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Schedule of reconciliation of effective tax rate

A reconciliation of the Company’s effective tax rate is as follows:


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Estimated annual effective tax rate before discrete items		84.2	%		3,722.0	%		33.0	%		26.9	%
Discrete items recognized		(179.1	)%		445.6	%		21.9	%		—
Effective tax rate recognized in the statements of operations		(94.9	)%		4,167.6	%		54.9	%		26.9	%

Revenue - Additional Information (Details)	6 Months Ended
Revenue - Additional Information (Details)	Jun. 30, 2024 Customer
Customer Concentration Risk \| Revenue
Product Information [Line Items]
Number of customer whose revenue was 10% or more of consolidated revenue	0

Debt and Derivatives - Schedule of Total Outstanding Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 2,685,940	$ 3,414,391
Less: debt issuance costs, net	73,734	50,177
Total debt, net of debt issuance costs	2,612,206	3,364,214
Less: current portion of long-term debt	48,670	32,273
Total long-term debt	$ 2,563,536	$ 3,331,941
First Lien - Payable to Lenders at SOFR plus Applicable Margin
Debt Instrument [Line Items]
Rate		8.72%
Total debt		$ 1,719,360
First Lien Incremental Term Loans Tranches B-2 and B-3 - Payable to Lenders at SOFR plus Applicable Margin
Debt Instrument [Line Items]
Rate		8.97%
Total debt		$ 1,189,975
First Lien Incremental Term Loan Tranche B-4 - Payable to Lenders at SOFR plus Applicable Margin
Debt Instrument [Line Items]
Rate	8.58%
Total debt	$ 2,559,585
Second Lien - Payable to Lenders at SOFR plus Applicable Margin
Debt Instrument [Line Items]
Rate		13.97%
Total debt		$ 450,000
Revolving Credit Loans - Payable to Lenders at SOFR plus Applicable Margin
Debt Instrument [Line Items]
Rate	8.58%	9.59%
Total debt		$ 50,000
Swingline/Base Rate - Payable to Lenders at ABR plus Applicable Margin
Debt Instrument [Line Items]
Rate	10.75%	11.75%
Total debt	$ 55,800	$ 700
Amortizing Notes
Debt Instrument [Line Items]
Total debt	64,222
Notes Payable and Other
Debt Instrument [Line Items]
Total debt	$ 6,333	$ 4,356

Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net loss excluding allocable redeemable noncontrolling interests	$ (339)	$ (1,222)	$ (822)	$ (2,116)
Initial Public Offering
Net of underwriting discounts and commissions			36,800
TEUs
Net of underwriting discounts and commissions			$ 9,100

Income Taxes - Schedule of reconciliation of effective tax rate (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Estimated annual effective tax rate before discrete items	84.20%	3722.00%	33.00%	26.90%
Discrete items recognized	(179.10%)	445.60%	21.90%
Effective tax rate recognized in the statements of operations	(94.90%)	4167.60%	54.90%	26.90%

Fair Value

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value

9. Fair Value

Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost).

Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option-pricing and excess earnings models).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The financial assets or liabilities recorded at fair value on a recurring basis are set forth in the table below (in thousands):


	June 30, 2024		December 31, 2023		Valuation Technique
Assets:
Interest rate swaps (Level 2)	$	33,784	$	24,947	A
Total assets	$	33,784	$	24,947

Liabilities:
Contingent consideration (Level 3)	$	3,356	$	5,331	C
Total liabilities	$	3,356	$	5,331

The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves, and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, refer to Note 5.

The contingent consideration represents future earn-outs associated with acquisitions. Contingent consideration liabilities are recognized as part of the purchase price at the estimated fair value on the acquisition date. The fair values of the liabilities associated with the contingent consideration were derived using the income approach with unobservable inputs, which included future earnings forecasts and present value assumptions, and there was little or no market data (Level 3). The Company will re-assess the fair values on each reporting period thereafter until settlement. These liabilities are classified as accrued expenses and long-term liabilities in our accompanying unaudited condensed consolidated balance sheets.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue	$ 2,730,210	$ 2,166,724	$ 5,306,848	$ 4,195,102
Cost of goods	1,931,760	1,409,249	3,738,860	2,716,230
Cost of services	409,417	385,405	809,564	772,089
Gross profit	389,033	372,070	758,424	706,783
Selling, general, and administrative expenses	326,619	292,454	687,943	575,612
Operating income	62,414	79,616	70,481	131,171
Loss on extinguishment of debt			12,726
Interest expense, net	52,439	79,684	117,459	157,861
Income (loss) before income taxes	9,975	(68)	(59,704)	(26,690)
Income tax benefit	(9,466)	(2,834)	(32,760)	(7,180)
Net income (loss)	19,441	2,766	(26,944)	(19,510)
Net loss attributable to noncontrolling interests	(478)	(1,222)	(1,113)	(2,116)
Net income (loss) attributable to BrightSpring Health Services, Inc. and subsidiaries	$ 19,919	$ 3,988	$ (25,831)	$ (17,394)
Net income (loss) per common share (Note 12):
Income (loss) per share - basic	$ 0.1	$ 0.03	$ (0.14)	$ (0.15)
Income (loss) per share - diluted	$ 0.1	$ 0.03	$ (0.14)	$ (0.15)
Weighted average shares outstanding:
Basic	197,515	117,883	186,523	117,875
Diluted	208,987	126,449	186,523	117,875
Products
Revenue	$ 2,114,491	$ 1,596,839	$ 4,091,526	$ 3,063,841
Services
Revenue	$ 615,719	$ 569,885	$ 1,215,322	$ 1,131,261

Redeemable Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2024

Noncontrolling Interest [Abstract]

Summary of Changes in Carrying Value of Redeemable Noncontrolling Interest

The following table summarizes the changes in the carrying value of the Company’s redeemable noncontrolling interest (in thousands):


Balance at December 31, 2023	$	27,139
Extinguishment of redeemable noncontrolling interest		(14,981	)
Purchase of redeemable noncontrolling interest		(5,400	)
Net loss attributable to redeemable noncontrolling interests		(822	)
Balance at June 30, 2024	$	5,936

Debt and Derivatives

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Debt and Derivatives

5. Debt and Derivatives

The table below summarizes the total outstanding debt of the Company (in thousands):


	June 30, 2024					December 31, 2023
	Rate			$		Rate			$
First Lien - payable to lenders at SOFR plus applicable margin	—			$	—		8.72	%	$	1,719,360
First Lien Incremental Term Loans Tranches B-2 and B-3 - payable to lenders at SOFR plus applicable margin	—			—			8.97	%		1,189,975
First Lien Incremental Term Loan Tranche B-4 - payable to lenders at SOFR plus applicable margin		8.58	%		2,559,585	—				—
Second Lien - payable to lenders at SOFR plus applicable margin	—			—			13.97	%		450,000
Revolving Credit Loans - payable to lenders at SOFR plus applicable margin		8.58	%	—			9.59	%		50,000
Swingline/Base Rate - payable to lenders at ABR plus applicable margin		10.75	%		55,800		11.75	%		700
Amortizing Notes (1)					64,222					—
Notes payable and other					6,333					4,356
Total debt					2,685,940					3,414,391
Less: debt issuance costs, net					73,734					50,177
Total debt, net of debt issuance costs					2,612,206					3,364,214
Less: current portion of long-term debt					48,670					32,273
Total long-term debt				$	2,563,536				$	3,331,941

(1) See Note 6 for discussion of Amortizing Notes.

The following discussion summarizes the debt agreements and related modifications for the six months ended June 30, 2024 and the year ended December 31, 2023. We were in compliance with all applicable financial debt covenants at June 30, 2024 and December 31, 2023.

First Lien Credit Agreement

On March 5, 2019, the Company entered into a First Lien Credit Agreement (the “First Lien”), with Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent. The First Lien originally consisted of a principal amount of $1,650.0 million. In 2019, an additional delayed draw of $150.0 million was made on the First Lien, resulting in a gross borrowing of $1,800.0 million (“Tranche B-1”). The First Lien, as amended in 2020, provided for the establishment of a Tranche B-2 Term Loan (“Tranche B-2”) in an aggregate principal amount equal to $550.0 million. The First Lien, as amended in 2021, provided for the establishment of a Tranche B-3 Term Loan (“Tranche B-3”) in an aggregate principal amount equal to $675.0 million.

On February 21, 2024, we used a portion of the net proceeds received from the IPO Offerings to repay $343.3 million of the borrowings under the First Lien, and amended the First Lien to establish a new Tranche B-4 Term Loan (“Tranche B-4”) in an aggregate principal amount of $2,566.0 million. The proceeds from Tranche B-4 borrowings were used to refinance the equivalent

amount of the remaining First Lien Tranches B-1, B-2, and B-3 borrowings at a rate equal to Secured Overnight Financing Rate (“SOFR”) plus 3.25%. Tranche B-4 has a maturity date of February 21, 2031. The transaction was accounted for as a debt modification. Principal payments are due on the last business day of each quarter, which commenced in the second fiscal quarter of 2024 and equate to 1% of the principal at issuance with a balloon payment due February 21, 2031.

Revolving Credit Facility

The First Lien also extended credit in the form of Revolving Credit Facility (the “Revolver”) made available at any time and from time to time prior to the Revolving Credit Maturity Date (as defined in the First Lien). The Revolver comprises Revolving Credit Loans and Swingline Loans. The Swingline Lender may issue Swingline Loans at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregated amount outstanding not in excess of $50.0 million. Additionally, the Letter of Credit Issuer may issue standby Letters of Credit at any time, in an aggregate stated amount outstanding not in excess of $82.5 million (the “LC Sublimit”), which reduces the Revolver borrowing capacity. In connection with the First Lien modification on February 21, 2024, borrowings of the Revolver bear interest at a rate equal to, SOFR (with a floor of 0.00%) plus 3.25% for the Revolving Credit Loans or Alternate Base Rate (“ABR”) plus 2.25% for the Swingline Loans. The modification also removed the springing maturity covenant of the Revolver. As such, the Revolver has a Revolving Credit Maturity Date of June 30, 2028.

The total borrowing capacity under the Revolver was $475.0 million as of June 30, 2024 and December 31, 2023. As of June 30, 2024, the Company had $55.8 million of borrowings outstanding under the Revolver and $7.8 million of letters of credit, reducing the available borrowing capacity to approximately $411.4 million. As of December 31, 2023, the Company had $50.7 million of borrowings outstanding under the Revolver and $6.6 million of letters of credit reducing the available borrowing capacity to approximately $417.7 million.

The Company’s First Lien also provides for an additional $55.0 million of letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. As of June 30, 2024, there were $54.2 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $0.8 million, As of December 31, 2023, there were $54.3 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $0.7 million.

Second Lien Credit Agreement

The Company’s amended and restated Second Lien Credit Agreement (the “Second Lien Facility”), with certain Lenders and Wilmington Trust, National Association, as the Administrative Agent and the Collateral Agent consists of a principal amount of $450.0 million. On January 30, 2024, we used a portion of the net proceeds received from the IPO Offerings to repay all outstanding borrowings under the Second Lien Facility. No remaining obligation exists related to the Second Lien Facility. This transaction was accounted for as a debt extinguishment and the Company incurred a loss on extinguishment of debt of $12.7 million related to the write-off of unamortized debt issuance costs during the first fiscal quarter of 2024.

Derivative Financial Instruments

To manage fluctuations in cash flows resulting from changes in the variable rates, the Company entered into three receive-variable, pay-fixed interest rate swap agreements, all effective September 30, 2022. Taken together with the related debt, these swaps create the economic equivalent of fixed-rate debt, up to the notional amount of the hedged debt. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, the Company is not exposed to the counterparty’s credit risk in those circumstances. The Company mitigates counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties. The derivative instruments entered into by the Company do not contain credit-risk-related contingent features.

As of June 30, 2024, we have the following interest rate swap agreements with a total notional value of $2.0 billion:


Financial Institution	Effective Dates	Floating Rate Debt		Fixed Rates
Credit Suisse	September 30, 2022 through September 30, 2025	$	500,000,000		3.4165	%
Morgan Stanley	September 30, 2022 through September 30, 2025		1,050,000,000		3.4200	%
Credit Agricole Corporate and Investment Bank	September 30, 2022 through September 30, 2025		450,000,000		3.5241	%

The fair value of the interest rate swaps as of June 30, 2024 and December 31, 2023 was $33.8 million and $24.9 million, respectively, and is reflected in other assets in the unaudited condensed consolidated balance sheets.

Amounts reported in accumulated other comprehensive income (“AOCI”) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Interest received, including payments made or received under the

cash flow hedges, was $9.5 million and $19.1 million for the three and six months ended June 30, 2024, respectively, as compared to $7.6 million and $12.7 million for the three and six months ended June 30, 2023, respectively. The Company expects approximately $29.4 million of pre-tax gains to be reclassified out of AOCI into earnings within the next twelve months.

The repayments on and modification of First Lien borrowings and extinguishment of the Second Lien Facility in the first fiscal quarter of 2024 did not impact the effectiveness of the cash flow hedge arrangements outstanding as of June 30, 2024.

Detail of Certain Balance Sheet Accounts

6 Months Ended

Jun. 30, 2024

Disclosure Text Block Supplement [Abstract]

Detail of Certain Balance Sheet Accounts

8. Detail of Certain Balance Sheet Accounts

Prepaid expenses and other current assets consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Rebate receivable	$	49,018	$	41,791
Non-trade receivables		44,057		67,126
Inventory returns receivable		11,516		15,300
Income tax receivable		6,971		4,935
Prepaid insurance		6,302		13,206
Prepaid maintenance		5,432		3,619
Other prepaid expenses and current assets		14,509		13,190
Total prepaid expenses and other current assets	$	137,805	$	159,167

Other assets consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Interest rate swaps	$	33,784	$	24,947
Cloud computing		8,717		9,453
Deposits		8,413		7,137
Notes receivable		8,400		7,840
Insurance recoveries		7,948		8,509
Deferred debt issuance costs		2,822		3,349
Equity method investments		681		720
Deferred offering costs		—		3,850
Other assets		8,571		7,033
Total other assets	$	79,336	$	72,838

Accrued expenses consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Wages and payroll taxes	$	113,844	$	127,707
Compensated absences		37,424		32,085
Legal settlements and professional fees		34,781		114,677
Deferred revenue		24,327		30,848
Workers compensation insurance reserves		21,309		22,480
Automobile insurance reserves		19,524		27,381
Health insurance reserves		14,825		13,452
Checks in excess of cash balance		11,358		9,018
General and professional liability insurance reserves		9,458		22,738
Taxes other than income taxes		9,099		9,305
Recoupment fees		5,909		36,071
Interest		3,003		3,125
Contingent consideration		1,527		2,650
Other		40,352		40,826
Total accrued expenses	$	346,740	$	492,363

Long-term liabilities consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Workers compensation insurance reserves	$	28,768	$	30,514
General and professional liability insurance reserves		20,650		28,350
Automobile insurance reserves		8,440		8,526
Employee incentives		4,008		5,189
Contingent consideration		1,829		2,681
Deferred gain		1,414		1,346
Legal settlements and professional fees		—		10,000
Other		5,864		5,337
Total long-term liabilities	$	70,973	$	91,943

Debt and Derivatives (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Total Outstanding Debt

The table below summarizes the total outstanding debt of the Company (in thousands):


	June 30, 2024					December 31, 2023
	Rate			$		Rate			$
First Lien - payable to lenders at SOFR plus applicable margin	—			$	—		8.72	%	$	1,719,360
First Lien Incremental Term Loans Tranches B-2 and B-3 - payable to lenders at SOFR plus applicable margin	—			—			8.97	%		1,189,975
First Lien Incremental Term Loan Tranche B-4 - payable to lenders at SOFR plus applicable margin		8.58	%		2,559,585	—				—
Second Lien - payable to lenders at SOFR plus applicable margin	—			—			13.97	%		450,000
Revolving Credit Loans - payable to lenders at SOFR plus applicable margin		8.58	%	—			9.59	%		50,000
Swingline/Base Rate - payable to lenders at ABR plus applicable margin		10.75	%		55,800		11.75	%		700
Amortizing Notes (1)					64,222					—
Notes payable and other					6,333					4,356
Total debt					2,685,940					3,414,391
Less: debt issuance costs, net					73,734					50,177
Total debt, net of debt issuance costs					2,612,206					3,364,214
Less: current portion of long-term debt					48,670					32,273
Total long-term debt				$	2,563,536				$	3,331,941

(1) See Note 6 for discussion of Amortizing Notes.

Schedule of Interest Rate Swap with Notional Value

As of June 30, 2024, we have the following interest rate swap agreements with a total notional value of $2.0 billion:


Financial Institution	Effective Dates	Floating Rate Debt		Fixed Rates
Credit Suisse	September 30, 2022 through September 30, 2025	$	500,000,000		3.4165	%
Morgan Stanley	September 30, 2022 through September 30, 2025		1,050,000,000		3.4200	%
Credit Agricole Corporate and Investment Bank	September 30, 2022 through September 30, 2025		450,000,000		3.5241	%

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References + Details

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Principles of Consolidation

Basis of Presentation

Use of Estimates

Fair Value of Financial Instruments

Deferred Offering Costs

Government Actions to Mitigate COVID-19's Impact

Government Actions to Mitigate COVID-19’s Impact

The Company received and recognized the following amounts from the PRF (in thousands):


	For the Six Months Ended June 30,
	2024		2023
Amounts received from the Provider Relief Fund	$	—	$	18,804
Amounts recognized into income	$	—	$	18,804

Recently Adopted Accounting Standards

Recently Issued Accounting Standards

•

Significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of segment profit/loss;

•

Other segment items by reportable segment, consisting of differences between segment revenue and segment profit/loss not already disclosed above;

•

Other information by reportable segment, including total assets, depreciation and amortization, and capital expenditures; and

•

The title of the CODM and an explanation of how the CODM uses the reported measures of segment profit/loss in assessing segment performance and deciding how to allocate resources.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires the following disclosures on an annual basis:

•

Qualitative disclosure of the nature and effect of significant reconciling items by specific categories and individual jurisdictions; and

•

Income taxes paid (net of refunds received), broken out between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid.

Tangible Equity Units - Schedule of Proceeds from Issuance Allocated to Equity and Debt Based on Relative Fair Value of each TEU (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jan. 31, 2024
Class of Stock [Line Items]
Debt Component, Less: issuance costs	$ 43,188
TEUs
Class of Stock [Line Items]
Equity Component, Fair value per unit	$ 41.3382
Equity Component, Gross proceeds	$ 330,706,000
Equity Component, Less : issuance costs	9,095,000
Equity Component, Net proceeds	$ 321,611,000
Debt Component, Fair value per unit	$ 8.6618
Debt Component, Gross proceeds	$ 69,294,000
Debt Component, Less: issuance costs	1,905,000
Debt Component, Net proceeds	$ 67,389,000
Total, Fair value per unit	$ 50	$ 50
Total, Gross proceeds	$ 400,000,000
Total, Issuance costs	11,000,000
Total, Net proceeds	$ 389,000,000

Acquisitions - Additional Information (Details)	3 Months Ended		6 Months Ended		12 Months Ended
Acquisitions - Additional Information (Details)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) Acquisitions	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) Acquisitions
Gateway Pediatric Therapy LLC
Business Acquisition [Line Items]
Redeemed noncontrolling interest percentage			30.00%
Pharmacy Solutions
Business Acquisition [Line Items]
Consideration transferred to asset acquired			$ 27,000,000
Provider Services
Business Acquisition [Line Items]
Consideration transferred to asset acquired			16,900,000
2023 Acquisitions
Business Acquisition [Line Items]
Consideration transferred to asset acquired			$ 73,077,000		$ 73,100,000
Definite-lived intangible assets estimated weighted average useful life			11 years 2 months 12 days
Cash acquired from acquisition					$ 0
Proforma revenue	$ 30,000,000	$ 400,000	$ 57,400,000	$ 400,000
Proforma operating income	1,400,000	100,000	2,000,000	100,000
Transaction costs		$ 800,000		$ 900,000
2023 Acquisitions \| Customer Relationships
Business Acquisition [Line Items]
Estimated intangible assets			14,000,000
2023 Acquisitions \| Trade Names
Business Acquisition [Line Items]
Estimated intangible assets			3,900,000
2023 Acquisitions \| Covenants Not to Compete
Business Acquisition [Line Items]
Estimated intangible assets			1,100,000
2023 Acquisitions \| Licenses
Business Acquisition [Line Items]
Estimated intangible assets			18,900,000
2023 Acquisitions \| Pharmacy Solutions
Business Acquisition [Line Items]
Consideration transferred to asset acquired			29,800,000
2023 Acquisitions \| Pharmacy Solutions and Provider Services
Business Acquisition [Line Items]
Number of businesses acquired \| Acquisitions					5
2023 Acquisitions \| Provider Services
Business Acquisition [Line Items]
Consideration transferred to asset acquired			43,300,000
2024 Acquisitions
Business Acquisition [Line Items]
Consideration transferred to asset acquired			$ 43,894,000
Definite-lived intangible assets estimated weighted average useful life			11 years 7 months 6 days
Proforma revenue	15,100,000		$ 15,900,000
Proforma operating income	900,000		1,000,000
Estimated goodwill deductible for tax	12,000,000		12,000,000
Transaction costs	$ 1,000,000		1,300,000
2024 Acquisitions \| Customer Relationships
Business Acquisition [Line Items]
Estimated intangible assets			22,300,000
2024 Acquisitions \| Trade Names
Business Acquisition [Line Items]
Estimated intangible assets			400,000
2024 Acquisitions \| Covenants Not to Compete
Business Acquisition [Line Items]
Estimated intangible assets			700,000
2024 Acquisitions \| Licenses
Business Acquisition [Line Items]
Estimated intangible assets			$ 5,500,000
2024 Acquisitions \| Pharmacy Solutions and Provider Services
Business Acquisition [Line Items]
Number of businesses acquired \| Acquisitions			4

Segment Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information


	For the Three Months Ended June 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	2,114,491		615,719	$	2,730,210
Cost of goods and services (1)		1,931,760		409,417		2,341,177
Total depreciation and amortization (2)		27,222		16,321		43,543
Segment EBITDA	$	94,496		86,047	$	180,543


	For the Three Months Ended June 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	1,596,839		569,885	$	2,166,724
Cost of goods and services (1)		1,409,249		385,405		1,794,654
Total depreciation and amortization (2)		28,726		16,056		44,782
Segment EBITDA	$	109,806		74,387	$	184,193


	For the Six Months Ended June 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	4,091,526		1,215,322	$	5,306,848
Cost of goods and services (1)		3,738,860		809,564		4,548,424
Total depreciation and amortization (2)		54,471		31,749		86,220
Segment EBITDA	$	182,670		167,959	$	350,629


	For the Six Months Ended June 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	3,063,841		1,131,261	$	4,195,102
Cost of goods and services (1)		2,716,230		772,089		3,488,319
Total depreciation and amortization (2)		57,304		32,285		89,589
Segment EBITDA	$	192,128		139,692	$	331,820

(1)

Balance includes depreciation and amortization expense that relates to revenue-generating assets

(2)

Balance is inclusive of any depreciation and amortization expense recorded in cost of goods and services


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2024		2023			2024			2023
Segment reconciliation:
Total Segment EBITDA	$	180,543	$	184,193		$	350,629		$	331,820
Selling, general, and administrative expenses not allocated at segment level		68,058		54,372			181,155			100,099
Depreciation and amortization		50,071		50,205			98,993			100,550
Operating income		62,414		79,616			70,481			131,171
Loss on extinguishment of debt		—		—			12,726			—
Interest expense, net		52,439		79,684			117,459			157,861
Income (loss) before income taxes	$	9,975	$	(68	)	$	(59,704	)	$	(26,690	)

Tangible Equity Units - Additional Information (Details) - $ / shares	1 Months Ended	6 Months Ended
	Jan. 31, 2024	Jun. 30, 2024	May 01, 2024
Minimum
Class of Stock [Line Items]
Mandatory conversion to common stock		26,200,000
Average applicable market value		$ 13
Maximum
Class of Stock [Line Items]
Mandatory conversion to common stock		30,800,000
Average applicable market value		$ 15.28
Senior Amortizing Note
Class of Stock [Line Items]
Maturity date	Feb. 01, 2027
Cash installment per unit	$ 0.8438		$ 0.8531
Percentage of aggregate annual quarterly cash installments equivalent per year	6.75%
TEUs
Class of Stock [Line Items]
Tangible equity unit	8,000,000
TEU price per share	$ 50	$ 50

Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Amount Received and Recognized from PRF

The Company received and recognized the following amounts from the PRF (in thousands):


	For the Six Months Ended June 30,
	2024		2023
Amounts received from the Provider Relief Fund	$	—	$	18,804
Amounts recognized into income	$	—	$	18,804

Debt and Derivatives - Additional Information (Details) - USD ($)			3 Months Ended			6 Months Ended
	Feb. 21, 2024	Mar. 05, 2019	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Repayment of borrowings						$ 3,370,970,000	$ 15,321,000
Loss on extinguishment of debt						12,726,000
Total notional value			$ 2,000,000,000			2,000,000,000
Fair value of interest rate swaps			33,800,000			33,800,000		$ 24,900,000
Interest received			9,500,000		$ 7,600,000	19,100,000	$ 12,700,000
Pre-tax gains						29,400,000
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maturity date	Jun. 30, 2028
Debt instrument, floor rate	0.00%
Line of credit facility, maximum borrowing capacity			475,000,000			475,000,000		475,000,000
Borrowings outstanding			55,800,000			55,800,000		50,700,000
Line of credit facility, remaining borrowing capacity			411,400,000			411,400,000		417,700,000
Revolving Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	3.25%
Letter of Credit
Debt Instrument [Line Items]
Borrowings outstanding			7,800,000			7,800,000		6,600,000
LC Facility
Debt Instrument [Line Items]
Line of credit facility, remaining borrowing capacity			800,000			800,000		700,000
Line of credit, commitment						55,000,000
Letter of credit outstanding amount			54,200,000			54,200,000		$ 54,300,000
First Lien Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, agreement date		Mar. 05, 2019
Repayment of borrowings	$ 343,300,000
Line of credit facility, maturity date	Feb. 21, 2031
Principal at issuance (as a percent)	1.00%
First Lien Credit Agreement \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	3.25%
First Lien Credit Agreement \| Tranche B-1 Term Loan
Debt Instrument [Line Items]
Principal amount		$ 1,650,000,000
Delayed draw		150,000,000
Line of credit facility, borrowing capacity		$ 1,800,000,000
First Lien Credit Agreement \| Tranche B-2 Term Loan
Debt Instrument [Line Items]
Principal amount										$ 550,000,000
First Lien Credit Agreement \| Tranche B-3 Term Loan
Debt Instrument [Line Items]
Principal amount									$ 675,000,000
First Lien Credit Agreement \| Tranche B-4 Term Loan
Debt Instrument [Line Items]
Principal amount	$ 2,566,000,000
Swingline Loans \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate amount of outstanding						50,000,000
Swingline Loans \| Revolving Credit Facility \| ABR
Debt Instrument [Line Items]
Basis spread on variable rate (as a percent)	2.25%
LC Sublimit \| Revolving Credit Facility
Debt Instrument [Line Items]
Aggregate amount of outstanding						82,500,000
Second Lien Credit Agreement
Debt Instrument [Line Items]
Principal amount			$ 450,000,000			$ 450,000,000
Loss on extinguishment of debt				$ 12,700,000

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes to Goodwill, by Segment

A summary of changes to goodwill, by segment, is as follows (in thousands):


	Goodwill
	Pharmacy Solutions		Provider Services			Total
Goodwill at January 1, 2024*	$	833,989	$	1,774,423		$	2,608,412
Goodwill added through acquisitions		7,063		11,222			18,285
Measurement period adjustments		—		(200	)		(200	)
Foreign currency adjustments		—		(144	)		(144	)
Goodwill at June 30, 2024*	$	841,052	$	1,785,301		$	2,626,353

* For the period presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $40.9 million.

Schedule of Intangible Assets

Intangible assets are as follows (in thousands):


	June 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net Carrying Value		Gross		Accumulated Amortization		Net Carrying Value		Life (Years)
Customer relationships	$	714,311	$	375,034	$	339,277	$	697,947	$	344,662	$	353,285	5-20
Trade names		330,048		129,224		200,824		330,029		117,579		212,450	3-20
Licenses		242,217		61,788		180,429		238,682		56,022		182,660	10-20
Doctor/payor network		12,730		9,882		2,848		12,730		8,800		3,930	5-8
Covenants not to compete		13,766		9,625		4,141		13,126		8,535		4,591	2-7
Other intangible assets		10,940		5,582		5,358		10,949		4,809		6,140	5-7
Total definite-lived assets	$	1,324,012	$	591,135	$	732,877	$	1,303,463	$	540,407	$	763,056
Licenses		118,420		—		118,420		118,420		—		118,420	Indefinite
Total intangible assets	$	1,442,432	$	591,135	$	851,297	$	1,421,883	$	540,407	$	881,476

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Earnings Per Share ("EPS") - Additional Information (Details)	6 Months Ended
	Jun. 30, 2024 $ / shares
Maximum
Earnings per Share [Line Items]
Weighted average price per purchase contract	$ 3.8461

Detail of Certain Balance Sheet Accounts (Tables)

6 Months Ended

Jun. 30, 2024

Disclosure Text Block Supplement [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Rebate receivable	$	49,018	$	41,791
Non-trade receivables		44,057		67,126
Inventory returns receivable		11,516		15,300
Income tax receivable		6,971		4,935
Prepaid insurance		6,302		13,206
Prepaid maintenance		5,432		3,619
Other prepaid expenses and current assets		14,509		13,190
Total prepaid expenses and other current assets	$	137,805	$	159,167

Schedule of Other Assets

Other assets consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Interest rate swaps	$	33,784	$	24,947
Cloud computing		8,717		9,453
Deposits		8,413		7,137
Notes receivable		8,400		7,840
Insurance recoveries		7,948		8,509
Deferred debt issuance costs		2,822		3,349
Equity method investments		681		720
Deferred offering costs		—		3,850
Other assets		8,571		7,033
Total other assets	$	79,336	$	72,838

Schedule of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Wages and payroll taxes	$	113,844	$	127,707
Compensated absences		37,424		32,085
Legal settlements and professional fees		34,781		114,677
Deferred revenue		24,327		30,848
Workers compensation insurance reserves		21,309		22,480
Automobile insurance reserves		19,524		27,381
Health insurance reserves		14,825		13,452
Checks in excess of cash balance		11,358		9,018
General and professional liability insurance reserves		9,458		22,738
Taxes other than income taxes		9,099		9,305
Recoupment fees		5,909		36,071
Interest		3,003		3,125
Contingent consideration		1,527		2,650
Other		40,352		40,826
Total accrued expenses	$	346,740	$	492,363

Schedule of Long-Term Liabilities

Long-term liabilities consist of the following (in thousands):


	June 30, 2024		December 31, 2023
Workers compensation insurance reserves	$	28,768	$	30,514
General and professional liability insurance reserves		20,650		28,350
Automobile insurance reserves		8,440		8,526
Employee incentives		4,008		5,189
Contingent consideration		1,829		2,681
Deferred gain		1,414		1,346
Legal settlements and professional fees		—		10,000
Other		5,864		5,337
Total long-term liabilities	$	70,973	$	91,943

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenue by Payor Type

The following tables set forth revenue by payor type (in millions):


	Pharmacy Solutions
	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	570.2		20.9	%	$	401.3		18.5	%	$	1,074.6		20.2	%	$	757.6		18.1	%
Medicaid		199.7		7.3	%		164.2		7.6	%		387.0		7.3	%		308.6		7.4	%
Medicare A		127.7		4.7	%		132.9		6.1	%		257.1		4.8	%		272.3		6.5	%
Medicare B		16.7		0.6	%		14.1		0.7	%		33.6		0.6	%		27.2		0.6	%
Medicare C		377.9		13.8	%		379.7		17.5	%		714.8		13.5	%		575.2		13.7	%
Medicare D		770.0		28.2	%		460.7		21.3	%		1,526.3		28.8	%		1,031.8		24.6	%
Private & other		52.3		1.9	%		43.9		2.0	%		98.1		1.9	%		91.1		2.1	%
	$	2,114.5		77.4	%	$	1,596.8		73.7	%	$	4,091.5		77.1	%	$	3,063.8		73.0	%


	Provider Services
	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	48.3		1.8	%	$	38.5		1.8	%	$	95.7		1.8	%	$	73.7		1.8	%
Medicaid		335.4		12.3	%		326.1		15.1	%		669.9		12.6	%		645.9		15.4	%
Medicare A		107.6		3.9	%		100.1		4.6	%		212.9		4.0	%		200.9		4.8	%
Medicare B		8.1		0.3	%		5.1		0.2	%		15.0		0.3	%		10.5		0.3	%
Medicare C		27.6		1.0	%		15.0		0.7	%		47.8		0.9	%		29.1		0.7	%
Medicare D		0.4		0.0	%		—		—			0.4		0.0	%		—		—
Private & other		88.3		3.3	%		85.1		3.9	%		173.6		3.3	%		171.2		4.0	%
	$	615.7		22.6	%	$	569.9		26.3	%	$	1,215.3		22.9	%	$	1,131.3		27.0	%


	Consolidated
	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	618.5		22.7	%	$	439.8		20.3	%	$	1,170.3		22.0	%	$	831.3		19.9	%
Medicaid		535.1		19.6	%		490.3		22.7	%		1,056.9		19.9	%		954.5		22.8	%
Medicare A		235.3		8.6	%		233.0		10.7	%		470.0		8.8	%		473.2		11.3	%
Medicare B		24.8		0.9	%		19.2		0.9	%		48.6		0.9	%		37.7		0.9	%
Medicare C		405.5		14.8	%		394.7		18.2	%		762.6		14.4	%		604.3		14.4	%
Medicare D		770.4		28.2	%		460.7		21.3	%		1,526.7		28.8	%		1,031.8		24.6	%
Private & other		140.6		5.2	%		129.0		5.9	%		271.7		5.2	%		262.3		6.1	%
	$	2,730.2		100.0	%	$	2,166.7		100.0	%	$	5,306.8		100.0	%	$	4,195.1		100.0	%

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

13. Related Party Transactions

The Company was party to a Monitoring Agreement with KKR and WBA, which required payment of an aggregate advisory fee equivalent to 1% of consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”), payable in quarterly installments in arrears at the end of each quarter. The Monitoring Agreement terminated upon the completion of the IPO Offerings in January 2024.

Prior to the termination of the Monitoring Agreement, the Company recognized $0.7 million in monitoring and advisory fees during the first fiscal quarter of 2024 as a component of selling, general, and administrative expenses in our accompanying unaudited condensed consolidated statements of operations compared to $1.5 million and $2.9 million for the three and six months ended June 30, 2023, respectively.

As a result of the termination of the Monitoring Agreement, the Company will pay $22.7 million in termination fees to KKR and WBA in accordance with the terms of the Monitoring Agreement. The termination fees were recognized in the first fiscal quarter of 2024 and are included in trade accounts payable in our unaudited condensed consolidated balance sheet as of June 30, 2024 and as selling, general, and administrative expense in our unaudited condensed consolidated statement of operations for the six months ended June 30, 2024.

KKR Capital Markets LLC (“KCM”), a wholly owned subsidiary of KKR, acted as an arranger and bookrunner for the financing transactions in the first fiscal quarter of 2024, for which the Company paid a fee of $1.9 million. KCM also acted as an underwriter in the IPO Offerings during the first fiscal quarter of 2024 and received $7.4 million in underwriting discounts and commission. The aforementioned fees paid to KCM during the first fiscal quarter of 2024 were included within selling, general, and administrative expenses in our unaudited condensed consolidated statement of operations for the six months ended June 30, 2024. There were no similar fees paid to KCM during the three months ended June 30, 2024, and the three or six months ended June 30, 2023.

KKR has ownership interests in a broad range of portfolio companies, and we may enter into commercial transactions for goods or services in the ordinary course of business with these companies. We do not believe such transactions are material to our business.

The Company has agreements with WBA and/or certain of its affiliates under which the Company purchases significant volume of inventory, including a Joinder Agreement to the Pharmaceutical Purchase and Distribution Agreement between WBA and AmerisourceBergen Drug Corporation. The Company, as a third-party beneficiary to the Pharmaceutical Purchase and Distribution Agreement, has the right to participate in certain pricing and payment related terms as well as appoint WBA to negotiate certain commercial and other mutually agreed upon terms for generic pharmaceutical products in accordance with guiding principles that address topics such as improvements in pricing and notification regarding switches in suppliers.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Common Stock, Preferred Stock, and Share-Based Compensation

6 Months Ended

Jun. 30, 2024

Common Stock, Preferred Stock, and Share-Based Compensation

15. Common Stock, Preferred Stock, and Share-Based Compensation

Common Stock and Preferred Stock

The Company’s Board of Directors approved a 15.7027-for-one stock split of the Company’s common stock on January 24, 2024. The stock split became effective on January 25, 2024. The par value per share of the Company’s common stock remained unchanged at $0.01 per share, and the authorized shares of the Company’s common stock was increased from 8,750,000 to 137,398,625. Upon completion of the IPO Offerings in January 2024, the Company's Board of Directors approved an amendment to our articles of incorporation to authorize 1,500,000,000 and 250,000,000 shares of common stock and preferred stock, respectively, each with a par value of $0.01 per share.

Share-Based Compensation

Upon completion of the IPO and included in the results for the three and six months ended June 30, 2024, the Company recognized $13.3 million and $21.4 million of costs related to new equity awards granted to management and certain other full-time employees under the 2024 Equity Incentive Plan. Additionally, the performance condition was satisfied for the Tier I and Tier II performance-vesting options under the 2017 Stock Plan upon completion of the IPO which resulted in $15.0 million of previously unrecognized share-based compensation expense being recognized in the six months ended June 30, 2024.

Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Income tax effects of net change in fair value	$ (1,018)	$ (8,705)	$ (6,833)	$ (6,591)
Income tax effects of amounts reclassified to earnings	$ 2,327	$ 1,896	$ 4,672	$ 3,181

Common Stock, Preferred Stock, and Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
	Jan. 24, 2024	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jan. 25, 2024 shares	Dec. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock split ratio	15.7027
Stock split description			15.7027-for-one
Common Stock, par value \| $ / shares		$ 0.01	$ 0.01		$ 0.01
Preferred Stock , par value \| $ / shares		$ 0.01	$ 0.01		$ 0.01
Common Stock, shares authorized \| shares		1,500,000,000	1,500,000,000	8,750,000	137,398,625
Preferred Stock, shares authorized \| shares		250,000,000	250,000,000		0
2024 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognizing of costs related to new equity awards granted \| $		$ 13.3	$ 21.4
2017 Stock Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense \| $		$ 15.0	$ 15.0

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation	$ 406,233	$ 368,089
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	1,500,000,000	137,398,625
Common Stock, Shares, Issued	171,397,030	117,857,055
Common Stock, shares outstanding	171,397,030	117,857,055
Preferred Stock , par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	250,000,000	0
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. Commitments and Contingencies

Legal Proceedings

On March 4, 2011, Relator Marc Silver, on behalf of the U.S. Government and various state governments, filed a complaint in the United States District Court for the District of New Jersey (“the District Court”) against PharMerica, seeking relief, with respect to alleged violations of the federal False Claims Act and state false claims acts, including three times the amount of damages to the federal government plus civil penalties and no less than a certain amount for each alleged false claim, as well as any other recoveries or relief provided for by the federal False Claims Act; damages, fines, penalties, and other recoveries or relief permitted under state false claims acts; and other forms of relief, including attorneys’ fees. The complaint alleged that, in violation of the Anti-Kickback Statute and the False Claims Act, PharMerica offered below-cost or below-fair-market-value prices on drugs in exchange for so-called preferred or exclusive provider status that would allow PharMerica to dispense drugs to patients for which PharMerica could bill federal health care program payers. The U.S. Government and state governments declined to intervene in the case.

The District Court issued an order dismissing the case in full in 2016. In 2018, however, the Third Circuit Court of Appeals issued an order reinstating the case. In April 2023, the District Court issued an order denying Relator’s motion seeking to strike portions of the opinions of PharMerica’s experts and granted in part PharMerica’s motions to exclude Relator’s experts. On June 28, 2023, the District Court issued an order setting a trial date of December 4, 2023. On November 6, 2023, the District Court denied our motion for summary judgment. On November 18, 2023, the Company agreed to settle the matter without admitting liability. On May 29, 2024, the parties entered into a final settlement agreement, which was approved by both the United States Department of Justice and the District Court. The total financial impact of the settlement is $120.0 million; $90.0 million of which was paid during the three months ended June 30, 2024, with the remaining $30.0 million in accrued expenses in the unaudited condensed consolidated balance sheet as of June 30, 2024. As of December 31, 2023, the estimated financial impact of the settlement was $115.0 million, $105.0 million of which was included in accrued expenses and $10.0 million in long-term liabilities in the unaudited condensed consolidated balance sheet. The District Court entered an order dismissing the Silver action in its entirety, with prejudice, on July 3, 2024.

The Company is also party to various legal and/or administrative proceedings arising out of the operation of our programs and arising in the ordinary course of business. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the ultimate liability, if any, for outstanding proceedings or claims, individually or in the aggregate, in excess of amounts already provided, will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. It is reasonably possible that an adverse determination might have an impact on a particular period. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict, and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

Tangible Equity Units

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Tangible Equity Units

6. Tangible Equity Units

Concurrently with the IPO, we issued 8,000,000 TEUs, which have a stated amount of $50.00 per unit. Each TEU is comprised of a prepaid stock purchase contract (“Purchase Contract”) and a senior amortizing note (“Amortizing Note”) due February 1, 2027, each issued by the Company. The Company will pay equal quarterly cash installments of $0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027. In the aggregate, the annual quarterly cash installments will be the equivalent of 6.75% per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note, each of which is considered a freestanding financial instrument.

The Amortizing Notes will rank equally in right of payment with all other existing and future unsecured senior indebtedness and will rank senior to all of our existing and future indebtedness, if any, that is subordinated to the Amortizing Notes. At any time prior to the second scheduled trading day immediately preceding February 1, 2027, a holder may elect to settle its Purchase Contract early, in whole or in part, at an early settlement rate equal to the minimum settlement rate. The Company has the right to settle the Purchase Contracts on or after November 1, 2024, in whole but not in part, on a date fixed by it at an early mandatory settlement rate equal to the maximum settlement rate, subject to certain exceptions.

The value allocated to the Purchase Contract is reflected net of issuance costs in additional paid-in capital. The value allocated to the Amortizing Notes is reflected in long-term debt in the unaudited condensed consolidated balance sheet, with payments expected in the next twelve months reflected in current portion of long-term debt. Issuance costs related to the Amortizing Notes are reflected as a reduction of the carrying amount and will be amortized through the maturity date using the effective interest rate method. The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the respective components of each TEU as follows (in thousands, except per unit values):


	Equity Component		Debt Component		Total
Fair value per unit	$	41.3382	$	8.6618	$	50.00

Gross proceeds	$	330,706	$	69,294	$	400,000
Less: issuance costs		9,095		1,905		11,000
Net proceeds	$	321,611	$	67,389	$	389,000

Unless settled earlier at the holder’s option or at the Company's election, each Purchase Contract will, subject to postponement in certain limited circumstances, automatically settle on February 1, 2027 for a number of shares of our common stock, subject to certain anti-dilution adjustments, based upon the 20-day volume-weighted average price (“VWAP”) of our common stock as follows:


VWAP of BTSG Common Stock		Common Stock Issued
Greater than $15.28		3.2733 shares (minimum settlement rate)
Equal to or less than $15.28 but greater than or equal to $13.00		$50 divided by VWAP
Less than $13.00		3.8461 shares (maximum settlement rate)

The Purchase Contracts are mandatorily convertible into a minimum of 26.2 million shares or a maximum of 30.8 million shares of our common stock on the mandatory settlement date (unless redeemed by us or settled earlier at the unit holder's option). The 26.2 million minimum shares are included in the calculation of basic weighted average shares outstanding. The difference between the minimum and maximum shares represents potentially dilutive securities, which are included in the calculation of diluted weighted average shares outstanding to the extent that the average applicable market value is equal to or greater than $13.00 but is less than or equal to $15.28 during the period (see Note 12).

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 25,027	$ 13,071
Accounts receivable, net of allowance for credit losses	984,758	881,627
Inventories	374,289	402,776
Prepaid expenses and other current assets	137,805	159,167
Total current assets	1,521,879	1,456,641
Property and equipment, net of accumulated depreciation of $406,233 and $368,089 at June 30, 2024 and December 31, 2023, respectively	245,569	245,908
Goodwill	2,626,353	2,608,412
Intangible assets, net of accumulated amortization	851,297	881,476
Operating lease right-of-use assets, net	258,647	267,446
Deferred income taxes, net	22,000
Other assets	79,336	72,838
Total assets	5,605,081	5,532,721
Current liabilities:
Trade accounts payable	669,401	641,607
Accrued expenses	346,740	492,363
Current portion of obligations under operating leases	68,253	71,053
Current portion of obligations under financing leases	11,972	11,141
Current portion of long-term debt	48,670	32,273
Total current liabilities	1,145,036	1,248,437
Obligations under operating leases, net of current portion	195,507	201,655
Obligations under financing leases, net of current portion	24,160	22,528
Long-term debt, net of current portion	2,563,536	3,331,941
Deferred income taxes, net		23,668
Long-term liabilities	70,973	91,943
Total liabilities	3,999,212	4,920,172
Redeemable noncontrolling interests	5,936	27,139
Shareholders' equity:
Common stock, $0.01 par value, 1,500,000,000 and 137,398,625 shares authorized, 171,397,030 and 117,857,055 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	1,714	1,179
Preferred stock, $0.01 par value, 250,000,000 authorized, no shares issued and outstanding at June 30, 2024; no shares authorized, issued or outstanding at December 31, 2023
Additional paid-in capital	1,804,965	771,336
Accumulated deficit	(226,150)	(200,319)
Accumulated other comprehensive income	19,025	12,544
Total shareholders' equity	1,599,554	584,740
Noncontrolling interest	379	670
Total equity	1,599,933	585,410
Total liabilities, redeemable noncontrolling interests, and equity	$ 5,605,081	$ 5,532,721

Debt and Derivatives - Schedule of Interest Rate Swap with Notional Value (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Derivative [Line Items]
Floating rate debt	$ 2,000,000,000
Credit Suisse
Derivative [Line Items]
Derivative, description of terms	September 30, 2022 through September 30, 2025
Derivative, inception date	Sep. 30, 2022
Derivative, maturity date	Sep. 30, 2025
Floating rate debt	$ 500,000,000
Fixed rate	3.4165%
Morgan Stanley
Derivative [Line Items]
Derivative, description of terms	September 30, 2022 through September 30, 2025
Derivative, inception date	Sep. 30, 2022
Derivative, maturity date	Sep. 30, 2025
Floating rate debt	$ 1,050,000,000
Fixed rate	3.42%
Credit Agricole Corporate and Investment Bank
Derivative [Line Items]
Derivative, description of terms	September 30, 2022 through September 30, 2025
Derivative, inception date	Sep. 30, 2022
Derivative, maturity date	Sep. 30, 2025
Floating rate debt	$ 450,000,000
Fixed rate	3.5241%

- Definition

Date derivative contract ends, in YYYY-MM-DD format.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478795/946-210-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5C
-Subparagraph (SX 210.12-13C(Column D))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5C

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SX 210.12-13(Column F))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5A
-Subparagraph (SX 210.12-13A(Column C))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5B
-Subparagraph (SX 210.12-13B(Column D))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5B

+ Details

Detail of Certain Balance Sheet Accounts - Schedule of Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Interest rate swaps	$ 33,784	$ 24,947
Cloud computing	8,717	9,453
Deposits	8,413	7,137
Notes receivable	8,400	7,840
Insurance recoveries	7,948	8,509
Deferred debt issuance costs	2,822	3,349
Equity method investments	681	720
Deferred offering costs	0	3,850
Other assets	8,571	7,033
Total other assets	$ 79,336	$ 72,838

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 1,324,012	$ 1,303,463
Definite-lived assets, Accumulated Amortization	591,135	540,407
Definite-lived assets, Net Carrying Value	732,877	763,056
Total intangible assets, Gross	1,442,432	1,421,883
Total intangible assets, Net Carrying Value	851,297	881,476
Licenses
Schedule Of Intangible Assets [Line Items]
Indefinite-lived assets	118,420	118,420
Customer Relationships
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	714,311	697,947
Definite-lived assets, Accumulated Amortization	375,034	344,662
Definite-lived assets, Net Carrying Value	$ 339,277	353,285
Customer Relationships \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	5 years
Customer Relationships \| Maximum
Schedule Of Intangible Assets [Line Items]
Life (years)	20 years
Trade Names
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 330,048	330,029
Definite-lived assets, Accumulated Amortization	129,224	117,579
Definite-lived assets, Net Carrying Value	$ 200,824	212,450
Trade Names \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	3 years
Trade Names \| Maximum
Schedule Of Intangible Assets [Line Items]
Life (years)	20 years
Licenses
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 242,217	238,682
Definite-lived assets, Accumulated Amortization	61,788	56,022
Definite-lived assets, Net Carrying Value	$ 180,429	182,660
Licenses \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	10 years
Licenses \| Maximum
Schedule Of Intangible Assets [Line Items]
Life (years)	20 years
Doctor/Payor Network
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 12,730	12,730
Definite-lived assets, Accumulated Amortization	9,882	8,800
Definite-lived assets, Net Carrying Value	$ 2,848	3,930
Doctor/Payor Network \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	5 years
Doctor/Payor Network \| Maximum
Schedule Of Intangible Assets [Line Items]
Life (years)	8 years
Covenants Not to Complete
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 13,766	13,126
Definite-lived assets, Accumulated Amortization	9,625	8,535
Definite-lived assets, Net Carrying Value	$ 4,141	4,591
Covenants Not to Complete \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	2 years
Covenants Not to Complete \| Maximum
Schedule Of Intangible Assets [Line Items]
Life (years)	7 years
Other Intangible Assets [Member]
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 10,940	10,949
Definite-lived assets, Accumulated Amortization	5,582	4,809
Definite-lived assets, Net Carrying Value	$ 5,358	$ 6,140
Other Intangible Assets [Member] \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	5 years
Other Intangible Assets [Member] \| Maximum
Schedule Of Intangible Assets [Line Items]
Life (years)	7 years

Acquisitions

6 Months Ended

Jun. 30, 2024

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

2024 Acquisitions

During the six months ended June 30, 2024, we completed four acquisitions within the Pharmacy Solutions and Provider Services segments. We entered these transactions in order to expand our services and geographic offerings. Aggregate consideration net of cash acquired for these acquisitions was approximately $43.9 million. The operating results of these acquisitions are included in our unaudited condensed consolidated financial statements from the respective dates of the acquisition.


Accounts receivable	$	3,727
Inventories		1,234
Prepaids and other current assets		174
Property and equipment		400
Goodwill		18,285
Intangible assets		28,883
Operating lease right-of-use assets		364
Other assets		1,438
Trade accounts payable		650
Accrued expenses		7,744
Current portion of obligations under operating leases		55
Current portion of obligations under financing leases		52
Obligations under operating leases, net of current portion		308
Obligations under financing leases, net of current portion		8
Deferred income taxes, net		1,794
Aggregate purchase price, net of cash acquired	$	43,894

The Company is in the process of reviewing the fair value of the assets acquired and liabilities assumed. We have estimated the fair value of acquired customer relationships, licenses, trade names, and covenants not to compete based upon third-party valuations and/or the values assigned in prior acquisitions that were deemed comparable in nature. Based on the Company’s preliminary valuations, the total estimated consideration of $43.9 million has been allocated to assets acquired and liabilities assumed as of the acquisition date.

The estimated intangible assets consist primarily of $22.3 million in customer relationships, $5.5 million in licenses, $0.7 million in covenants not to compete, and $0.4 million in trade names. Definite-lived intangible assets have an estimated weighted average useful life of 11.6 years. We expect $12.0 million of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisitions.

The above acquisitions contributed approximately $15.1 million and $15.9 million in revenue during the three and six months ended June 30, 2024, respectively. The above acquisitions contributed approximately $0.9 million and $1.0 million in operating income during the three and six months ended June 30, 2024, respectively. Pro forma financial data for the 2024 acquisitions has not been included as the results of the operations are not material to our unaudited condensed consolidated financial statements.

During the three and six months ended June 30, 2024, the Company incurred approximately $1.0 million and $1.3 million in transaction costs, respectively, related to the completed 2024 acquisitions. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

The Company also purchased the remaining 30% noncontrolling interest in Gateway Pediatric Therapy LLC during the first fiscal quarter of 2024. This transaction did not meet the definition of a business combination in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations (refer to Note 11).

2023 Acquisitions

During the year ended December 31, 2023, we completed five acquisitions within the Pharmacy Solutions and Provider Services segments. We entered into these transactions in order to expand our services and geographic offerings. Aggregate consideration for these acquisitions was approximately $73.1 million. No cash was acquired as a part of these transactions. The operating results of

these acquisitions are included in our unaudited condensed consolidated financial statements from the respective dates of the acquisition.


Accounts receivable	$	2,500
Inventories		919
Property and equipment		450
Goodwill		31,494
Intangible assets		37,914
Operating lease right-of-use assets		530
Accrued expenses		200
Current portion of obligations under operating leases		207
Obligations under operating leases, net of current portion		323
Aggregate purchase price	$	73,077

The intangible assets consist primarily of $18.9 million in licenses, $14.0 million in customer relationships, $3.9 million in trade names, and $1.1 million in covenants not to compete. Definite-lived intangible assets have an estimated weighted average useful life of 11.2 years, and the licenses were assigned an indefinite life. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisitions.

Measurement period adjustments for 2023 acquisitions recorded in the three and six months ended June 30, 2024 were not material to the unaudited condensed consolidated financial statements. The Company expects to finalize the purchase price allocation for the 2023 acquisitions prior to the one-year anniversary date of each acquisition.

The above acquisitions contributed approximately $30.0 million and $57.4 million in revenue during the three and six months ended June 30, 2024, respectively, compared to $0.4 million in revenue during the three and six months ended June 30, 2023. The 2023 acquisitions contributed approximately $1.4 million and $2.0 million of operating income during the three and six months ended June 30, 2024, respectively, compared to $0.1 million in operating income during the three and six months ended June 30, 2023. Pro forma financial data for the 2023 acquisitions has not been included as the results of the operations are not material to our unaudited condensed consolidated financial statements.

The Company incurred approximately $0.8 million and $0.9 million in transaction costs related to the completed 2023 acquisitions during the three and six months ended June 30, 2023, respectively. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Operating activities:
Net income (loss)	$ (26,944)	$ (19,510)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Total depreciation and amortization	98,993	100,550
Impairment of long-lived assets	1,980	6,114
Provision for credit losses	13,118	12,174
Amortization of deferred debt issuance costs	6,937	10,509
Share-based compensation	39,984	1,275
Deferred income taxes, net	(49,260)	(25,755)
Loss on extinguishment of debt	12,726
Loss on disposition of fixed assets	24	519
Other	(1,438)	372
Change in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable	(112,522)	(105,402)
Prepaid expenses and other current assets	21,737	22,110
Inventories	29,720	36,708
Trade accounts payable	41,329	(89,666)
Accrued expenses	(153,892)	69,682
Other assets and liabilities	(16,576)	(4,988)
Net cash (used in) provided by operating activities	(94,084)	14,692
Investing activities:
Purchases of property and equipment	(45,559)	(38,794)
Acquisitions of businesses, net of cash acquired	(43,611)	(25,464)
Other	540	1,494
Net cash used in investing activities	(88,630)	(62,764)
Financing activities:
Long-term debt borrowings	2,566,000
Long-term debt repayments	(3,370,970)	(15,321)
Proceeds from issuance of common stock on initial public offering, net	656,485
Proceeds from issuance of tangible equity units, net	389,000
Borrowings of the Revolving Credit Facility, net	5,100	66,600
Payment of debt issuance costs	(43,188)
Repurchase of shares of common stock	(650)
Shares issued under share-based compensation plan, including tax effects	404	145
Shares issued for payment of acquisition	1,081
Payment of acquisition earn-outs	(2,656)
Purchase of redeemable noncontrolling interest	(300)
Payment of financing lease obligations	(5,636)	(5,724)
Net cash provided by financing activities	194,670	45,700
Net increase (decrease) in cash and cash equivalents	11,956	(2,372)
Cash and cash equivalents at beginning of year	13,071	13,628
Cash and cash equivalents at end of year	25,027	11,256
Supplemental disclosures of cash flow information:
Interest, net	110,905	147,433
Income taxes, net of refunds	23,692	26,556
Supplemental schedule of non-cash investing and financing activities:
Notes issued and contingent liabilities assumed in connection with acquisitions	2,533	3,754
Financing lease obligations	6,282	5,677
Purchases of property and equipment in accounts payable	1,950	10,750
Acquisition consideration in accounts payable		$ 1,043
Consideration for purchase of redeemable noncontrolling interest in accounts payable	$ 5,100

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share ("EPS")

12. Earnings Per Share (“EPS”)

Basic net earnings (loss) per share of common stock is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net earnings (loss) per share of common stock is computed by giving effect to all potential weighted average dilutive common stock. In periods of net loss, no potentially dilutive common shares are included in the diluted shares outstanding as the effect is anti-dilutive.

The number of additional shares of common stock related to stock option awards subject to only a time-based condition is calculated using the treasury stock method, if dilutive. Stock option awards subject to a performance condition are not included in the denominator of the diluted EPS calculation using the treasury stock method for the three and six months ended June 30, 2023 as the performance condition had not been satisfied. Upon completion of the IPO in January 2024, the performance condition was met. Thus, the number of additional shares of common stock related to stock option awards subject to a performance condition are included in the denominator of the diluted EPS calculation using the treasury stock method for the three and six months ended June 30, 2024, if dilutive.

The number of additional shares of common stock related to restricted stock units (“RSUs”) is reflected in the denominator of the diluted EPS calculation using the treasury stock method, if dilutive.

For the three and six months ended June 30, 2024, the TEUs were assumed to be outstanding at the minimum settlement amount for weighted-average shares for basic EPS. For diluted EPS, the shares were assumed to be settled at a conversion factor based on the 20-day VWAP per share of the Company's common stock not to exceed 3.8461 shares per Purchase Contract, if dilutive. See Note 6 for further discussion of TEUs.

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common shareholders (in thousands, except per share amounts):


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Numerator:
Net income (loss)	$	19,441		$	2,766		$	(26,944	)	$	(19,510	)
Net loss attributable to noncontrolling interests		(478	)		(1,222	)		(1,113	)		(2,116	)
Net income (loss) attributable to common shareholders	$	19,919		$	3,988		$	(25,831	)	$	(17,394	)
Denominator:
Weighted-average shares outstanding - basic		197,515			117,883			186,523			117,875

Effect of dilutive securities:
Stock options		4,764			8,566			—			—
RSUs		2,095			—			—			—
TEUs		4,582			—			—			—
Other		31			—			—			—
Weighted-average shares outstanding - diluted		208,987			126,449			186,523			117,875

Basic net income (loss) per share	$	0.10		$	0.03		$	(0.14	)	$	(0.15	)
Diluted net income (loss) per share	$	0.10		$	0.03		$	(0.14	)	$	(0.15	)

The following potentially common share equivalents were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented, as well as options that are contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Stock options (1)		3,280		918		15,300		14,143
RSUs		—		—		11,526		—
TEUs		—		—		4,582		—
Other		—		—		31		—
Total		3,280		918		31,439		14,143

(1) For all periods presented, the dilutive effect of stock options were excluded from the computation of income (loss) per share because the assumed proceeds from the awards' exercise were greater than the average market price of the common shares.

All share and per share amounts have been retroactively adjusted to reflect the effects of the stock split that occurred in January 2024 (see Note 15).

Goodwill and Intangible Assets - Summary of Changes to Goodwill, by Segment (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Goodwill [Line Items]
Goodwill, Beginning balance	$ 2,608,412
Goodwill added through acquisitions	18,285
Measurement period adjustments	(200)
Foreign currency adjustments	(144)
Goodwill, Ending balance	2,626,353
Pharmacy Solutions
Goodwill [Line Items]
Goodwill, Beginning balance	833,989
Goodwill added through acquisitions	7,063
Goodwill, Ending balance	841,052
Provider Services
Goodwill [Line Items]
Goodwill, Beginning balance	1,774,423
Goodwill added through acquisitions	11,222
Measurement period adjustments	(200)
Foreign currency adjustments	(144)
Goodwill, Ending balance	$ 1,785,301

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 49
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-49

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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-Paragraph 1
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-Subparagraph (SX 210.9-03(10)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
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+ Details

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 29.0	$ 30.7	$ 57.6	$ 61.5

Condensed Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands

Total

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Noncontrolling Interest

Balance at Dec. 31, 2022

$ 754,776

$ 1,179

$ 778,121

$ (45,716)

$ 21,192

Balance, shares at Dec. 31, 2022

117,860,839

Net income (loss)

^[1]

(17,394)

Other comprehensive income (loss), net of tax

10,357

Share-based compensation

1,275

Shares issued under share-based compensation plan, including tax effects

145

Shares issued under share-based compensation plan, including tax effects, shares

22,392

Balance at Jun. 30, 2023

749,159

$ 1,179

779,541

(63,110)

31,549

Balance, shares at Jun. 30, 2023

117,883,231

Balance at Mar. 31, 2023

723,778

$ 1,179

778,716

(67,098)

10,981

Balance, shares at Mar. 31, 2023

117,883,231

Net income (loss)

^[2]

3,988

Other comprehensive income (loss), net of tax

20,568

Share-based compensation

825

Balance at Jun. 30, 2023

749,159

$ 1,179

779,541

(63,110)

31,549

Balance, shares at Jun. 30, 2023

117,883,231

Balance at Dec. 31, 2023

585,410

$ 1,179

771,336

(200,319)

12,544

$ 670

Balance, shares at Dec. 31, 2023

117,857,055

Net income (loss)

^[1]

(26,122)

(25,831)

(291)

Other comprehensive income (loss), net of tax

6,481

Share-based compensation

39,984

Shares issued under share-based compensation plan, including tax effects

$ 1

Shares issued under share-based compensation plan, including tax effects, shares

107,389

Shares issued for payment of acquisition

1,081

$ 1

1,080

Shares issued for payment of acquisition, shares

99,252

Extinguishment of redeemable noncontrolling interest

14,981

Issuance of common stock on initial public offering, net of underwriting discounts and commissions, and offering-related expenses

656,485

$ 533

655,952

Issuance of common stock on initial public offering, net of underwriting discounts and commissions, and offering-related expenses, shares

53,333,334

Proceeds from stock purchase contract issued under tangible equity units, net of underwriting discounts and commissions

321,611

Balance at Jun. 30, 2024

1,599,933

$ 1,714

1,804,965

(226,150)

19,025

379

Balance, shares at Jun. 30, 2024

171,397,030

Balance at Mar. 31, 2024

1,568,004

$ 1,712

1,788,728

(246,069)

23,115

518

Balance, shares at Mar. 31, 2024

171,190,389

Net income (loss)

^[2]

19,780

19,919

(139)

Other comprehensive income (loss), net of tax

(4,090)

Share-based compensation

15,136

Shares issued under share-based compensation plan, including tax effects

$ 1

Shares issued under share-based compensation plan, including tax effects, shares

107,389

Shares issued for payment of acquisition

1,081

$ 1

1,080

Shares issued for payment of acquisition, shares

99,252

Balance at Jun. 30, 2024

$ 1,599,933

$ 1,714

$ 1,804,965

$ (226,150)

$ 19,025

$ 379

Balance, shares at Jun. 30, 2024

171,397,030

[1]	Net loss to the Company for the six months ended June 30, 2024 and 2023 excludes $(822) and $(2,116), respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.
[2]	Net income (loss) to the Company for the three months ended June 30, 2024 and 2023 excludes $(339) and $(1,222), respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.

Tangible Equity Units (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Proceeds from Issuance Allocated to Equity and Debt Based on Relative Fair Value of each TEU

The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the respective components of each TEU as follows (in thousands, except per unit values):


	Equity Component		Debt Component		Total
Fair value per unit	$	41.3382	$	8.6618	$	50.00

Gross proceeds	$	330,706	$	69,294	$	400,000
Less: issuance costs		9,095		1,905		11,000
Net proceeds	$	321,611	$	67,389	$	389,000

Schedule of Number of Common Stock Issued Based on 20 Day Volume Weighted-Average Price of Common Stock


VWAP of BTSG Common Stock		Common Stock Issued
Greater than $15.28		3.2733 shares (minimum settlement rate)
Equal to or less than $15.28 but greater than or equal to $13.00		$50 divided by VWAP
Less than $13.00		3.8461 shares (maximum settlement rate)

Redeemable Noncontrolling Interests - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Mar. 01, 2024	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests			$ 5,936,000		$ 27,139,000
Purchase of redeemable noncontrolling interest			5,400,000
Purchase of remaining noncontrolling interest paid			300,000
Gateway
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests					20,600,000
Redeemed noncontrolling interest percentage	30.00%
Purchase of redeemable noncontrolling interest	$ 5,400,000
Purchase of remaining noncontrolling interest paid		$ 300,000
Gateway \| Trade Accounts Payable
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests			$ 5,100,000
Gateway \| Accumulated Deficit
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests	$ 15,000,000
Abode Care Partners
Redeemable Noncontrolling Interest [Line Items]
Ownership interest			60.00%
Redeemable non-controlling interests			$ 4,700,000		5,500,000
Change in redemption amount			$ 0	$ 0
Harvest Grove
Redeemable Noncontrolling Interest [Line Items]
Ownership interest			55.00%
Redeemable non-controlling interests			$ 1,200,000		$ 1,000,000
Change in redemption amount			$ 0	$ 0
Primary Beneficiary \| Gateway
Redeemable Noncontrolling Interest [Line Items]
Redeemable noncontrolling interest percentage			100.00%		70.00%

Detail of Certain Balance Sheet Accounts - Schedule of Long-Term Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Workers compensation insurance reserves	$ 28,768	$ 30,514
General and professional liability insurance reserves	20,650	28,350
Automobile insurance reserves	8,440	8,526
Employee incentives	4,008	5,189
Contingent consideration	1,829	2,681
Deferred gain	1,414	1,346
Legal settlements and professional fees	0	10,000
Other	5,864	5,337
Total long-term liabilities	$ 70,973	$ 91,943

Redeemable Noncontrolling Interests

6 Months Ended

Jun. 30, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

11. Redeemable Noncontrolling Interests

The Company has a 60% ownership interest in SHC Medical Partners LLC (“Abode Care Partners”) and a 55% ownership interest in Harvest Grove LTC LLC (“Harvest Grove”) each of which meets the definition of a VIE. The Company is deemed to be the primary beneficiary of these VIEs because it possesses the power to direct activities of the VIEs that most significantly impact their economic performance and has the obligation to absorb losses or the right to receive benefits from the VIEs that are significant to them. Through a management agreement with the respective entities, we manage and handle all day-to-day operating decisions for Abode Care Partners and Harvest Grove. The terms of the agreements prohibit us from using the assets of each entity to satisfy the obligations of other entities. The combined assets of the entities, excluding goodwill and intangible assets, are insignificant to the Company’s unaudited condensed consolidated balance sheets.

The respective joint venture agreements contain both a put option for the minority partners and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the partners’ remaining interest in the joint ventures at a price based on predetermined earnings multiples. Each of these options is to be triggered upon the occurrence of specified events and/or upon the passage of time. The Company calculates the redemption amount related to the Abode Care Partners and Harvest Grove options using a Monte Carlo simulation and records the amount, if any, by which the redemption amount exceeds the carrying value as a charge to accumulated deficit.

The total redeemable noncontrolling interest associated with Abode Care Partners was $4.7 million and $5.5 million as of June 30, 2024 and December 31, 2023, respectively. There was no change in the recorded redemption amount for Abode Care Partners for the three and six months ended June 30, 2024 or 2023. The total redeemable noncontrolling interest associated with Harvest Grove was $1.2 million and $1.0 million as of June 30, 2024 and December 31, 2023, respectively. There was no change in the recorded redemption amount for Harvest Grove for the three and six months ended June 30, 2024 or 2023.

On March 1, 2024, the Company purchased the remaining 30% noncontrolling interest related to Gateway Pediatric Therapy LLC (“Gateway”) for $5.4 million. Subsequently, the Company owns 100% of common stock in Gateway. Of the $5.4 million purchase price, $0.3 million was paid during the first fiscal quarter of 2024 and the remaining $5.1 million is recorded in trade accounts payable in the unaudited condensed consolidated balance sheet as of June 30, 2024. As of December 31, 2023, Gateway met the definition of a VIE and the Company was deemed to be the primary beneficiary of the VIE. The total redeemable noncontrolling interest associated with the Company's 70% ownership in Gateway was $20.6 million as of December 31, 2023. The difference between cash consideration for the purchase of noncontrolling interest and the redeemable noncontrolling interest recorded in the unaudited condensed consolidated balance sheet of $15.0 million was recognized in additional paid-in capital as of the purchase date.

The following table summarizes the changes in the carrying value of the Company’s redeemable noncontrolling interest (in thousands):


Balance at December 31, 2023	$	27,139
Extinguishment of redeemable noncontrolling interest		(14,981	)
Purchase of redeemable noncontrolling interest		(5,400	)
Net loss attributable to redeemable noncontrolling interests		(822	)
Balance at June 30, 2024	$	5,936

Detail of Certain Balance Sheet Accounts - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Wages and payroll taxes	$ 113,844	$ 127,707
Compensated absences	37,424	32,085
Legal settlements and professional fees	34,781	114,677
Deferred revenue	24,327	30,848
Workers compensation insurance reserves	21,309	22,480
Automobile insurance reserves	19,524	27,381
Health insurance reserves	14,825	13,452
Checks in excess of cash balance	11,358	9,018
General and professional liability insurance reserves	9,458	22,738
Taxes other than income taxes	9,099	9,305
Recoupment fees	5,909	36,071
Interest	3,003	3,125
Contingent consideration	1,527	2,650
Other	40,352	40,826
Total accrued expenses	$ 346,740	$ 492,363

Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	6 Months Ended
	Jan. 31, 2024 USD ($) Unit $ / shares $ / Unit shares	Jun. 30, 2024 USD ($) shares	Dec. 31, 2023 USD ($)
Summary Of Significant Accounting Policy [Line Items]
Tangible equity units issued \| Unit	8,000,000
Tangible equity units, rate	6.75%
Tangible equity units, stated price per unit \| $ / Unit	50
Net proceeds from tangible equity units issuance	$ 389,000
Net proceeds from offering		$ 656,485
Deferred offering costs	5,600		$ 3,900
Fund authorized to be distributed to health care providers		$ 178,000,000
Common Stock
Summary Of Significant Accounting Policy [Line Items]
Shares issued \| shares		53,333,334
Net proceeds from offering	$ 656,500
Common Stock \| Initial Public Offering
Summary Of Significant Accounting Policy [Line Items]
Shares issued \| shares	53,333,334
Common stock price per share \| $ / shares	$ 13

Redeemable Noncontrolling Interests - Summary of Changes in The Carrying Value of Redeemable Noncontrolling Interest (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Noncontrolling Interest [Abstract]
Beginning balance	$ 27,139
Gain on extinguishment of redeemable noncontrolling interest	(14,981)
Purchase of redeemable noncontrolling interest	(5,400)
Net loss attributable to redeemable noncontrolling interests	(822)
Ending Balance	$ 5,936

Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended			6 Months Ended
	Jan. 31, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2023
KKR Capital Markets, LLC
Related Party Transaction [Line Items]
Fees paid to arranger		$ 0	$ 1,900,000	$ 0	$ 0
Underwriting discounts and commissions paid			7,400,000
Monitoring Agreement \| KKR and WBA
Related Party Transaction [Line Items]
Percentage of EBITDA payable as advisory fee		1.00%
Termination fees	$ 22,700,000
Selling, General, and Administrative Expenses \| Monitoring Agreement \| KKR and WBA
Related Party Transaction [Line Items]
Recognized monitoring and advisory fees			$ 700,000	$ 1,500,000	$ 2,900,000

Earnings Per Share ("EPS") (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Summary of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common shareholders (in thousands, except per share amounts):


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Numerator:
Net income (loss)	$	19,441		$	2,766		$	(26,944	)	$	(19,510	)
Net loss attributable to noncontrolling interests		(478	)		(1,222	)		(1,113	)		(2,116	)
Net income (loss) attributable to common shareholders	$	19,919		$	3,988		$	(25,831	)	$	(17,394	)
Denominator:
Weighted-average shares outstanding - basic		197,515			117,883			186,523			117,875

Effect of dilutive securities:
Stock options		4,764			8,566			—			—
RSUs		2,095			—			—			—
TEUs		4,582			—			—			—
Other		31			—			—			—
Weighted-average shares outstanding - diluted		208,987			126,449			186,523			117,875

Basic net income (loss) per share	$	0.10		$	0.03		$	(0.14	)	$	(0.15	)
Diluted net income (loss) per share	$	0.10		$	0.03		$	(0.14	)	$	(0.15	)

Summary of Shares Excluded from Computation of Diluted Net (Loss) Income Per Share


	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Stock options (1)		3,280		918		15,300		14,143
RSUs		—		—		11,526		—
TEUs		—		—		4,582		—
Other		—		—		31		—
Total		3,280		918		31,439		14,143

(1) For all periods presented, the dilutive effect of stock options were excluded from the computation of income (loss) per share because the assumed proceeds from the awards' exercise were greater than the average market price of the common shares.

Tangible Equity Units - Schedule of Number of Common Stock Issued Based on 20 Day Volume Weighted-Average Price of Common Stock (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Maximum
VWAP of BTSG Common Stock	$ 15.28
Common Stock Issued \| shares	30,800,000
Minimum
VWAP of BTSG Common Stock	$ 13
Common Stock Issued \| shares	26,200,000
Greater than $15.28
Common Stock Issued \| shares	3.2733
Greater than $15.28 \| Minimum
VWAP of BTSG Common Stock	$ 15.28
Equal to or less than $15.28 but greater than or equal to $13.00
Amount to determine Common Stock Issuance \| $	$ 50
Equal to or less than $15.28 but greater than or equal to $13.00 \| Maximum
VWAP of BTSG Common Stock	$ 15.28
Equal to or less than $15.28 but greater than or equal to $13.00 \| Minimum
VWAP of BTSG Common Stock	$ 13
Less than $13.00
Common Stock Issued \| shares	3.8461
Less than $13.00 \| Maximum
VWAP of BTSG Common Stock	$ 13

Fair Value (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Summary of Financial Assets or Liabilities Recorded at Fair value on Recurring Basis

The financial assets or liabilities recorded at fair value on a recurring basis are set forth in the table below (in thousands):


	June 30, 2024		December 31, 2023		Valuation Technique
Assets:
Interest rate swaps (Level 2)	$	33,784	$	24,947	A
Total assets	$	33,784	$	24,947

Liabilities:
Contingent consideration (Level 3)	$	3,356	$	5,331	C
Total liabilities	$	3,356	$	5,331

Goodwill and Intangible Assets - Summary of Changes to Goodwill (Parenthetical) (Details) $ in Millions	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Accumulated impairment losses	$ 40.9