0000950170-24-119820 | 10-Q | XBRL Viewer | Brightspring Health Services INC

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

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		57,608			64,671
Measurement period adjustments		—		(200	)		(200	)
Foreign currency adjustments		—		(92	)		(92	)
Goodwill at September 30, 2024*	$	841,052	$	1,831,739		$	2,672,791

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

Intangible assets are as follows (in thousands):


	September 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net Carrying Value		Gross		Accumulated Amortization		Net Carrying Value		Life (Years)
Customer relationships	$	700,911	$	379,785	$	321,126	$	697,947	$	344,662	$	353,285	5-20
Trade names		334,917		135,009		199,908		330,029		117,579		212,450	2-20
Licenses		240,191		64,359		175,832		238,682		56,022		182,660	10-20
Doctor/payor network		12,730		10,424		2,306		12,730		8,800		3,930	5-8
Covenants not to compete		13,292		9,848		3,444		13,126		8,535		4,591	2-7
Other intangible assets		10,940		5,972		4,968		10,949		4,809		6,140	5-7
Total definite-lived assets	$	1,312,981	$	605,397	$	707,584	$	1,303,463	$	540,407	$	763,056
Licenses		134,895		—		134,895		118,420		—		118,420	Indefinite
Total intangible assets	$	1,447,876	$	605,397	$	842,479	$	1,421,883	$	540,407	$	881,476

Amortization expense for the three and nine months ended September 30, 2024 was $28.9 million and $86.5 million, respectively, as compared to $31.1 million and $92.6 million for the three and nine months ended September 30, 2023, respectively.

Related Party Transactions	9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]
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 $1.3 million and $4.2 million for the three and nine months ended September 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 Company will pay these fees during the fourth fiscal quarter of 2024. 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 September 30, 2024 and as selling, general, and administrative expense in our unaudited condensed consolidated statement of operations for the nine months ended September 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 nine months ended September 30, 2024. There were no similar fees paid to KCM during the three months ended September 30, 2024, and the three or nine months ended September 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.

Related Party Transactions

9 Months Ended

Sep. 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 $1.3 million and $4.2 million for the three and nine months ended September 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 Company will pay these fees during the fourth fiscal quarter of 2024. 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 September 30, 2024 and as selling, general, and administrative expense in our unaudited condensed consolidated statement of operations for the nine months ended September 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 nine months ended September 30, 2024. There were no similar fees paid to KCM during the three months ended September 30, 2024, and the three or nine months ended September 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
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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	9 Months Ended
	Sep. 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

Detail of Certain Balance Sheet Accounts - Schedule of Long-Term Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Workers compensation insurance reserves	$ 27,760	$ 30,514
General and professional liability insurance reserves	20,588	28,350
Automobile insurance reserves	7,367	8,526
Employee incentives	4,008	5,189
Contingent consideration	6,670	2,681
Deferred gain	919	1,346
Legal settlements and professional fees	0	10,000
Other	6,190	5,337
Total long-term liabilities	$ 73,502	$ 91,943

Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Income tax effects of net change in fair value	$ 4,024	$ 9,607	$ (2,809)	$ 3,016
Income tax effects of amounts reclassified to earnings	$ 2,387	$ (1,433)	$ 7,059	$ 1,748

Commitments and Contingencies

9 Months Ended

Sep. 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; $20.0 million and $110.0 million of which was paid during the three and nine months ended September 30, 2024, respectively, with the remaining $10.0 million in accrued expenses in the unaudited condensed consolidated balance sheet as of September 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 - Schedule of Number of Common Stock Issued Based on 20 Day Volume Weighted-Average Price of Common Stock (Details)	9 Months Ended
	Sep. 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

Income Taxes (Tables)

9 Months Ended

Sep. 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 Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Estimated annual effective tax rate before discrete items		1,226.7	%		27.8	%		17.2	%		27.6	%
Discrete items recognized		26.2	%		(23.5	)%		21.8	%		(19.6	)%
Effective tax rate recognized in the statements of operations		1,252.9	%		4.3	%		39.0	%		8.0	%

Related Party Transactions - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
	Jan. 31, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
KKR Capital Markets, LLC
Related Party Transaction [Line Items]
Fees paid to arranger		$ 0	$ 1,900,000	$ 0	$ 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%			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	$ 1,300,000		$ 4,200,000

Redeemable Noncontrolling Interests - Summary of Changes in The Carrying Value of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands			3 Months Ended	9 Months Ended
	Aug. 01, 2024	Mar. 01, 2024	Sep. 30, 2024	Sep. 30, 2024
Redeemable Noncontrolling Interest [Line Items]
Beginning balance				$ 27,139
Adjustment of redeemable noncontrolling interests to redemption amount			$ (2,542)	12,439
Net loss attributable to redeemable noncontrolling interests				(1,395)
Ending Balance			$ 4,125	4,125
Gateway
Redeemable Noncontrolling Interest [Line Items]
Beginning balance				20,600
Adjustment of redeemable noncontrolling interests to redemption amount				(14,981)
Purchase of redeemable noncontrolling interest		$ (5,400)		(5,400)
Harvest Grove
Redeemable Noncontrolling Interest [Line Items]
Beginning balance				1,000
Adjustment of redeemable noncontrolling interests to redemption amount				2,542
Purchase of redeemable noncontrolling interest	$ (3,800)			$ (3,780)

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

The tax provision or benefit from 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 Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Estimated annual effective tax rate before discrete items		1,226.7	%		27.8	%		17.2	%		27.6	%
Discrete items recognized		26.2	%		(23.5	)%		21.8	%		(19.6	)%
Effective tax rate recognized in the statements of operations		1,252.9	%		4.3	%		39.0	%		8.0	%

During the three months ended September 30, 2024, the Company's effective tax rate was higher than the U.S. federal income tax rate, primarily as a result of the year-to-date cumulative adjustment of effective tax rate on near break-even pre-tax book income for the quarter. During the third fiscal quarter of 2024, the Company has utilized the actual effective tax rate for the year as the best estimate of the annual effective tax rate. The Company's effective tax rate for the three months ended September 30, 2023 was lower than the U.S. federal income tax rate, primarily as a result of tax expense related to the Silver matter, which was not expected to be deductible for tax purposes at that time. It was determined to be partially deductible upon finalization of the agreement in 2024. See Note 10 for further discussion of the Silver matter.

During the nine months ended September 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 nine months ended September 30, 2023 was lower than the U.S. federal income tax rate, primarily as a result of the unfavorable impact of the Silver matter as a percentage of estimated annual pre-tax book loss, which was not expected to be deductible for tax purposes at that time. It was determined to be partially deductible upon finalization of the agreement in 2024. See Note 10 for further discussion of the Silver matter.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
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+ Details

Significant Accounting Policies - Summary of amount received and recognized from PRF (Details) $ in Thousands	9 Months Ended
	Sep. 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") - Additional Information (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares
Maximum
Earnings per Share [Line Items]
Weighted average price per purchase contract	$ 3.8461

Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Acquisitions

3. Acquisitions

2024 Acquisitions

During the nine months ended September 30, 2024, we completed seven 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 $112.0 million. The operating results of these acquisitions are included in our unaudited condensed consolidated financial statements from the respective dates of the acquisition.

Haven Hospice

The following table summarizes the consideration paid (in thousands) for the September 1, 2024 acquisition of North Central Florida Hospice, Inc. ("Haven Hospice") and the fair value of the assets acquired and the liabilities assumed at the acquisition date. Haven Hospice provides hospice and palliative care services in the state of Florida. Its results are consolidated within the Provider Services segment.


Inventories	$	45
Property and equipment		495
Goodwill		46,239
Intangible assets		19,860
Operating lease right-of-use assets		7,157
Trade accounts payable		764
Current portion of obligations under operating leases		2,235
Obligations under operating leases, net of current portion		4,922
Aggregate purchase price	$	65,875

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 licenses and trade name based upon a third-party valuation. Based on the Company’s preliminary valuations, the total estimated consideration of $65.9 million has been allocated to assets acquired and liabilities assumed as of the acquisition date.

Consideration for the Haven Hospice acquisition, included a $15.0 million cash payment, $15.0 million seller note payable in 2028, and 2,471,251 shares of the Company's common stock equal to $30.0 million. The number of shares was calculated by dividing $30.0 million by a price per share equal to the average of the volume weighted average trading price of the Company's common stock on each of the fifteen consecutive trading days ending on and including the trading day that is three trading days prior to the closing date, as required by the asset purchase agreement. The sellers are restricted from trading during a 180-day lock-up period from closing with agreed-upon sale volume limitations for four years thereafter. The asset purchase agreement also includes a post-closing adjustment feature to the extent any losses are incurred by the sellers in the sale of their common stock for four years following closing. See Note 9.

The estimated intangible assets consist of $14.8 million in indefinite-lived licenses and $5.1 million of trade name. The trade name has an estimated average useful life of 10.0 years. 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 acquisition.

Haven Hospice contributed $4.8 million in revenue and $0.6 million of operating income during the three and nine months ended September 30, 2024. Pro forma financial data for the Haven Hospice acquisition has not been included as the results of the operations are not material to our unaudited condensed consolidated financial statements.

Others

The following table summarizes the consideration paid (in thousands) for 2024 acquisitions, excluding Haven Hospice, 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 September 30, 2024. Consideration for acquisitions by the Pharmacy Solutions and Provider Services segments was $27.0 million and $19.1 million, respectively.


Accounts receivable	$	3,749
Inventories		1,234
Prepaids and other current assets		174
Property and equipment		398
Goodwill		18,432
Intangible assets		30,833
Operating lease right-of-use assets		364
Other assets		1,438
Trade accounts payable		650
Accrued expenses		7,742
Current portion of obligations under operating leases		56
Current portion of obligations under financing leases		53
Obligations under operating leases, net of current portion		308
Obligations under financing leases, net of current portion		8
Deferred income taxes, net		1,686
Aggregate purchase price, net of cash acquired	$	46,119

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 $46.1 million has been allocated to assets acquired and liabilities assumed as of the acquisition dates.

The estimated intangible assets consist primarily of $22.3 million in customer relationships, $5.7 million in definite-lived licenses, $1.7 million in indefinite-lived licenses, $0.6 million in covenants not to compete, and $0.5 million in trade names. Definite-lived intangible assets have an estimated weighted average useful life of 14.9 years. We expect $12.3 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 $21.8 million and $37.7 million in revenue during the three and nine months ended September 30, 2024, respectively. The above acquisitions contributed approximately $2.0 million and $3.0 million in operating income during the three and nine months ended September 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 nine months ended September 30, 2024, the Company incurred approximately $0.2 million and $2.0 million in transaction costs, respectively, related to all aforementioned acquisitions completed in 2024. 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 and the remaining 45% noncontrolling interest in Harvest Grove LTC, LLC during the third fiscal quarter of 2024. These transactions 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 acquisitions.

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 September 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

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 nine months ended September 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 $30.5 million and $87.9 million in revenue during the three and nine months ended September 30, 2024, respectively, compared to $24.9 million and $25.3 million in revenue during the three and nine months ended September 30, 2023. The 2023 acquisitions contributed approximately $2.0 million and $4.0 million of operating income during the three and nine months ended September 30, 2024, respectively, compared to $1.6 million and $1.7 million in operating income during the three and nine months ended September 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 $0.2 million and $1.2 million in transaction costs related to the completed 2023 acquisitions during the three and nine months ended September 30, 2023, respectively. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

Tangible Equity Units - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2024	May 01, 2024
Minimum
Class of Stock [Line Items]
Mandatory conversion to common stock			26,200,000
Average applicable market value		$ 13	$ 13
Maximum
Class of Stock [Line Items]
Mandatory conversion to common stock			30,800,000
Average applicable market value		$ 15.28	$ 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%
Principal and interest payments		$ 6.8	$ 13.6
TEUs
Class of Stock [Line Items]
Tangible equity unit	8,000,000
TEU price per share	$ 50	$ 50	$ 50

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Haven Hospice, Inc.

Business Acquisition [Line Items]

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


Inventories	$	45
Property and equipment		495
Goodwill		46,239
Intangible assets		19,860
Operating lease right-of-use assets		7,157
Trade accounts payable		764
Current portion of obligations under operating leases		2,235
Obligations under operating leases, net of current portion		4,922
Aggregate purchase price	$	65,875

2024 Acquisitions

Business Acquisition [Line Items]

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


Accounts receivable	$	3,749
Inventories		1,234
Prepaids and other current assets		174
Property and equipment		398
Goodwill		18,432
Intangible assets		30,833
Operating lease right-of-use assets		364
Other assets		1,438
Trade accounts payable		650
Accrued expenses		7,742
Current portion of obligations under operating leases		56
Current portion of obligations under financing leases		53
Obligations under operating leases, net of current portion		308
Obligations under financing leases, net of current portion		8
Deferred income taxes, net		1,686
Aggregate purchase price, net of cash acquired	$	46,119

2023 Acquisitions

Business Acquisition [Line Items]

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

through September 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

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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, share-based compensation, and goodwill. Actual amounts may differ from these estimates.

Fair Value of Financial Instruments

At September 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 is comprised of future earn-outs and equity adjustments 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. As of December 31, 2023, $3.9 million of deferred offering costs were included in other assets in the accompanying unaudited condensed consolidated balance sheet.

Government Actions to Mitigate COVID-19's Impact

Government Actions to Mitigate COVID-19’s Impact

On May 11, 2023, the Department of Health and Human Services declared that 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 Nine Months Ended September 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 funds from the PRF during the three months ended September 30, 2024 and 2023. The income recognized in the nine months ended September 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 Adopted Accounting Standards

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 related income tax disclosures.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net loss	$ (35,925)	$ (149,634)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization	149,601	151,324
Impairment of long-lived assets	4,781	8,295
Provision for credit losses	21,896	18,927
Amortization of deferred debt issuance costs	9,477	15,691
Share-based compensation	55,194	2,100
Deferred income taxes, net	(27,781)	(36,565)
Loss on extinguishment of debt	12,726
(Gain) loss on disposition of fixed assets	(55)	957
Other	(959)	(210)
Change in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable	(163,996)	(116,922)
Prepaid expenses and other current assets	(2,470)	(162)
Inventories	(74,265)	53,244
Trade accounts payable	155,563	(58,313)
Accrued expenses	(150,032)	159,353
Other assets and liabilities	(20,593)	298
Net cash (used in) provided by operating activities	(66,838)	48,383
Investing activities:
Purchases of property and equipment	(65,602)	(56,693)
Acquisitions of businesses, net of cash acquired	(59,755)	(62,508)
Other	900	1,790
Net cash used in investing activities	(124,457)	(117,411)
Financing activities:
Long-term debt borrowings	2,566,000
Long-term debt repayments	(3,384,633)	(22,857)
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	46,400	98,250
Payment of debt issuance costs	(43,188)
Repurchase of shares of common stock	(650)	(325)
Shares issued under share-based compensation plan, including tax effects	531	598
Payment of acquisition earn-outs	(4,156)
Purchase of redeemable noncontrolling interest	(2,316)
Payment of financing lease obligations	(9,276)	(8,625)
Net cash provided by financing activities	214,197	67,041
Net increase (decrease) in cash and cash equivalents	22,902	(1,987)
Cash and cash equivalents at beginning of year	13,071	13,628
Cash and cash equivalents at end of year	35,973	11,641
Supplemental disclosures of cash flow information:
Interest, net	164,927	225,893
Income taxes, net of refunds	24,312	35,640
Supplemental schedule of non-cash investing and financing activities:
Notes issued and contingent liabilities assumed in connection with acquisitions	23,408	7,455
Financing lease obligations	9,625	8,586
Repurchases of common stock in accounts payable	0	975
Purchases of property and equipment in accounts payable	3,593	9,870
Consideration for purchase of redeemable noncontrolling interest in accounts payable	5,100
Shares issued in connection with acquisitions	$ 31,081

Acquisitions - Additional Information (Details)		3 Months Ended			9 Months Ended		12 Months Ended
Acquisitions - Additional Information (Details)	Sep. 01, 2024 USD ($) shares	Sep. 30, 2024 USD ($)	Mar. 31, 2024	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Acquisitions	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) Acquisitions
Business Acquisition [Line Items]
Shares issued for payment of acquisition		$ 30,000,000			$ 31,081,000
Gateway Pediatric Therapy LLC
Business Acquisition [Line Items]
Redeemed noncontrolling interest percentage			30.00%
Harvest Grove LTC, LLC
Business Acquisition [Line Items]
Redeemed noncontrolling interest percentage		45.00%
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					19,100,000
Haven Hospice, Inc.
Business Acquisition [Line Items]
Consideration transferred to asset acquired	$ 65,875,000
Cash payment	15,000,000
Business combination seller note payable	$ 15,000,000
Shares issued for payment of acquisition, shares \| shares	2,471,251
Shares issued for payment of acquisition	$ 30,000,000
Share value calculated	$ 30,000,000
Sellers restriction trading lock up period	180 days
Proforma revenue		$ 4,800,000			4,800,000
Proforma operating income		600,000			600,000
Haven Hospice, Inc. \| Indefinite-lived Licenses
Business Acquisition [Line Items]
Estimated intangible assets	$ 14,800,000
Haven Hospice, Inc. \| Trade Names
Business Acquisition [Line Items]
Estimated intangible assets	$ 5,100,000
Definite-lived intangible assets estimated weighted average useful life	10 years
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		30,500,000		$ 24,900,000	$ 87,900,000	$ 25,300,000
Proforma operating income		2,000,000		1,600,000	4,000,000	1,700,000
Transaction costs				$ 200,000		$ 1,200,000
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					$ 112,000,000
2024 Acquisitions \| Pharmacy Solutions and Provider Services
Business Acquisition [Line Items]
Number of businesses acquired \| Acquisitions					7
Pharmacy Solutions and Provider Services Segments
Business Acquisition [Line Items]
Consideration transferred to asset acquired					$ 46,119,000
Definite-lived intangible assets estimated weighted average useful life					14 years 10 months 24 days
Proforma revenue		21,800,000			$ 37,700,000
Proforma operating income		2,000,000			3,000,000
Estimated goodwill deductible for tax		12,300,000			12,300,000
Transaction costs		$ 200,000			2,000,000
Pharmacy Solutions and Provider Services Segments \| Indefinite-lived Licenses
Business Acquisition [Line Items]
Estimated intangible assets					1,700,000
Pharmacy Solutions and Provider Services Segments \| Definite-lived Licenses
Business Acquisition [Line Items]
Estimated intangible assets					5,700,000
Pharmacy Solutions and Provider Services Segments \| Customer Relationships
Business Acquisition [Line Items]
Estimated intangible assets					22,300,000
Pharmacy Solutions and Provider Services Segments \| Trade Names
Business Acquisition [Line Items]
Estimated intangible assets					500,000
Pharmacy Solutions and Provider Services Segments \| Covenants Not to Compete
Business Acquisition [Line Items]
Estimated intangible assets					$ 600,000

Fair Value - Summary of Financial Assets or Liabilities Recorded at Fair value on Recurring Basis (Details) - Fair Value Measurement Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Market Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	$ 7,571	$ 24,947
Income Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities		5,331
Level 2 \| Market Approach \| Interest Rate Swaps
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial assets	7,571	24,947
Level 3 \| Income Approach \| Contingent Consideration
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Financial liabilities	$ 8,633	$ 5,331

Detail of Certain Balance Sheet Accounts (Tables)

9 Months Ended

Sep. 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):


	September 30, 2024		December 31, 2023
Rebate receivable	$	50,388	$	41,791
Non-trade receivables		44,499		67,126
Income tax receivable		19,762		4,935
Prepaid insurance		17,048		13,206
Inventory returns receivable		11,059		15,300
Interest rate swaps		7,571		—
Prepaid maintenance		3,768		3,619
Other prepaid expenses and current assets		15,487		13,190
Total prepaid expenses and other current assets	$	169,582	$	159,167

Schedule of Other Assets

Other assets consist of the following (in thousands):


	September 30, 2024		December 31, 2023
Notes receivable	$	9,814	$	7,840
Deposits		8,739		7,137
Cloud computing		8,271		9,453
Insurance recoveries		7,948		8,509
Deferred debt issuance costs		2,646		3,349
Equity method investments		675		720
Interest rate swaps		—		24,947
Deferred offering costs		—		3,850
Other assets		8,655		7,033
Total other assets	$	46,748	$	72,838

Schedule of Accrued Expenses

Accrued expenses consist of the following (in thousands):


	September 30, 2024		December 31, 2023
Wages and payroll taxes	$	132,977	$	127,707
Compensated absences		37,055		32,085
Workers compensation insurance reserves		22,747		22,480
Automobile insurance reserves		21,158		27,381
Deferred revenue		20,091		30,848
Checks in excess of cash balance		18,270		9,018
Health insurance reserves		14,669		13,452
Legal settlements and professional fees		13,686		114,677
Taxes other than income taxes		9,482		9,305
General and professional liability insurance reserves		5,802		22,738
Recoupment fees		4,285		36,071
Interest		2,603		3,125
Contingent consideration		1,963		2,650
Other		44,313		40,826
Total accrued expenses	$	349,101	$	492,363

Schedule of Long-Term Liabilities

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


	September 30, 2024		December 31, 2023
Workers compensation insurance reserves	$	27,760	$	30,514
General and professional liability insurance reserves		20,588		28,350
Automobile insurance reserves		7,367		8,526
Employee incentives		4,008		5,189
Contingent consideration		6,670		2,681
Deferred gain		919		1,346
Legal settlements and professional fees		—		10,000
Other		6,190		5,337
Total long-term liabilities	$	73,502	$	91,943

Revenue - Additional Information (Details)	9 Months Ended
Revenue - Additional Information (Details)	Sep. 30, 2024 Customer
Customer Concentration Risk \| Revenue
Product Information [Line Items]
Number of customer whose revenue was 10% or more of consolidated revenue	0

Significant Accounting Policies (Tables)

9 Months Ended

Sep. 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 Nine Months Ended September 30,
	2024		2023
Amounts received from the Provider Relief Fund	$	—	$	18,804
Amounts recognized into income	$	—	$	18,804

Significant Accounting Policies

9 Months Ended

Sep. 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

Basis of Presentation

Use of Estimates

Fair Value of Financial Instruments

Deferred Offering Costs

Government Actions to Mitigate COVID-19’s Impact

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


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

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.

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 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		57,608			64,671
Measurement period adjustments		—		(200	)		(200	)
Foreign currency adjustments		—		(92	)		(92	)
Goodwill at September 30, 2024*	$	841,052	$	1,831,739		$	2,672,791

* For the periods 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):


	September 30, 2024						December 31, 2023
	Gross		Accumulated Amortization		Net Carrying Value		Gross		Accumulated Amortization		Net Carrying Value		Life (Years)
Customer relationships	$	700,911	$	379,785	$	321,126	$	697,947	$	344,662	$	353,285	5-20
Trade names		334,917		135,009		199,908		330,029		117,579		212,450	2-20
Licenses		240,191		64,359		175,832		238,682		56,022		182,660	10-20
Doctor/payor network		12,730		10,424		2,306		12,730		8,800		3,930	5-8
Covenants not to compete		13,292		9,848		3,444		13,126		8,535		4,591	2-7
Other intangible assets		10,940		5,972		4,968		10,949		4,809		6,140	5-7
Total definite-lived assets	$	1,312,981	$	605,397	$	707,584	$	1,303,463	$	540,407	$	763,056
Licenses		134,895		—		134,895		118,420		—		118,420	Indefinite
Total intangible assets	$	1,447,876	$	605,397	$	842,479	$	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
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	$ 1,312,981	$ 1,303,463
Definite-lived assets, Accumulated Amortization	605,397	540,407
Definite-lived assets, Net Carrying Value	707,584	763,056
Total intangible assets, Gross	1,447,876	1,421,883
Total intangible assets, Net Carrying Value	842,479	881,476
Licenses
Schedule Of Intangible Assets [Line Items]
Indefinite-lived assets	134,895	118,420
Customer Relationships
Schedule Of Intangible Assets [Line Items]
Definite-lived assets, Gross	700,911	697,947
Definite-lived assets, Accumulated Amortization	379,785	344,662
Definite-lived assets, Net Carrying Value	$ 321,126	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	$ 334,917	330,029
Definite-lived assets, Accumulated Amortization	135,009	117,579
Definite-lived assets, Net Carrying Value	$ 199,908	212,450
Trade Names \| Minimum
Schedule Of Intangible Assets [Line Items]
Life (years)	2 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	$ 240,191	238,682
Definite-lived assets, Accumulated Amortization	64,359	56,022
Definite-lived assets, Net Carrying Value	$ 175,832	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	10,424	8,800
Definite-lived assets, Net Carrying Value	$ 2,306	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	$ 13,292	13,126
Definite-lived assets, Accumulated Amortization	9,848	8,535
Definite-lived assets, Net Carrying Value	$ 3,444	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	5,972	4,809
Definite-lived assets, Net Carrying Value	$ 4,968	$ 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

Detail of Certain Balance Sheet Accounts - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Wages and payroll taxes	$ 132,977	$ 127,707
Compensated absences	37,055	32,085
Workers compensation insurance reserves	22,747	22,480
Automobile insurance reserves	21,158	27,381
Deferred revenue	20,091	30,848
Checks in excess of cash balance	18,270	9,018
Health insurance reserves	14,669	13,452
Legal settlements and professional fees	13,686	114,677
Taxes other than income taxes	9,482	9,305
General and professional liability insurance reserves	5,802	22,738
Recoupment fees	4,285	36,071
Interest	2,603	3,125
Contingent consideration	1,963	2,650
Other	44,313	40,826
Total accrued expenses	$ 349,101	$ 492,363

Redeemable Noncontrolling Interests

9 Months Ended

Sep. 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”) which meets the definition of a VIE. The Company is deemed to be the primary beneficiary of the VIE because it possesses the power to direct activities of the VIE that most significantly impact its economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that is significant to it. Through a management agreement with the entity, we manage and handle all day-to-day operating decisions for Abode Care Partners. The terms of the agreement prohibits the Company from using the assets of the entity to satisfy the obligations of other entities. The combined assets of the entity, excluding goodwill and intangible assets, are insignificant to the Company’s unaudited condensed consolidated balance sheets.

The respective joint venture agreement contains 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 venture 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 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 $4.1 million and $5.5 million as of September 30, 2024 and December 31, 2023, respectively. There was no change in the recorded redemption amount for Abode Care Partners for the three and nine months ended September 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 September 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 transaction was accounted for as an equity transaction with the difference between the redeemable noncontrolling interest carrying amount at the time of closing and cash consideration being recognized as an increase in additional paid-in capital of $15.0 million in the unaudited condensed consolidated balance sheets as of the purchase date.

On August 1, 2024, the Company purchased the remaining 45% noncontrolling interest related to Harvest Grove LTC, LLC ("Harvest Grove") for $3.8 million. Subsequently, the Company owns 100% of common stock in Harvest Grove. Of the $3.8 million purchase price, $2.0 million was paid in cash by the Company during the third fiscal quarter of 2024, and the remaining $1.8 million was paid in settled trade receivables owed to the joint venture by the minority owner. As of December 31, 2023, Harvest Grove 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 55% ownership in Harvest Grove was $1.0 million as of December 31, 2023. The transaction was accounted for as an equity transaction with the difference between the redeemable noncontrolling interest carrying amount at the

time of closing and the purchase price being recognized as a decrease in additional paid-in capital of $2.5 million in the unaudited condensed consolidated balance sheets 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
Adjustment of Gateway redeemable noncontrolling interest to redemption amount		(14,981	)
Adjustment of Harvest Grove redeemable noncontrolling interest to redemption amount		2,542
Purchase of Gateway redeemable noncontrolling interest		(5,400	)
Purchase of Harvest Grove redeemable noncontrolling interest		(3,780	)
Net loss attributable to redeemable noncontrolling interests		(1,395	)
Balance at September 30, 2024	$	4,125

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Property and equipment, net of accumulated depreciation	$ 426,484	$ 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	174,078,977	117,857,055
Common Stock, shares outstanding	174,078,977	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

Debt and Derivatives - Additional Information (Details) - USD ($)			3 Months Ended			9 Months Ended
	Feb. 21, 2024	Mar. 05, 2019	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 17, 2024	Sep. 16, 2024	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Repayment of borrowings						$ 3,384,633,000	$ 22,857,000
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			7,600,000			7,600,000				$ 24,900,000
Interest received			9,800,000		$ 9,200,000	28,900,000	$ 21,900,000
Pre-tax gains						7,400,000
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			97,100,000			97,100,000				50,700,000
Line of credit facility, remaining borrowing capacity			377,900,000			377,900,000				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			0			0				6,600,000
LC Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity								$ 65,000,000	$ 55,000,000
Line of credit facility, remaining borrowing capacity			3,000,000			3,000,000				700,000
Letter of credit outstanding amount			62,000,000			62,000,000				$ 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

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 2,906,823	$ 2,256,529	$ 8,213,671	$ 6,451,631
Cost of goods	2,077,121	1,509,845	5,815,981	4,226,075
Cost of services	421,590	388,388	1,231,154	1,160,477
Gross profit	408,112	358,296	1,166,536	1,065,079
Selling, general, and administrative expenses	351,272	410,549	1,039,215	986,161
Operating income (loss)	56,840	(52,253)	127,321	78,918
Loss on extinguishment of debt			12,726
Interest expense, net	56,061	83,678	173,520	241,539
Income (loss) before income taxes	779	(135,931)	(58,925)	(162,621)
Income tax expense (benefit)	9,760	(5,807)	(23,000)	(12,987)
Net loss	(8,981)	(130,124)	(35,925)	(149,634)
Net (loss) income attributable to noncontrolling interests	(751)	548	(1,864)	(1,568)
Net loss attributable to BrightSpring Health Services, Inc. and subsidiaries	$ (8,230)	$ (130,672)	$ (34,061)	$ (148,066)
Net loss per common share (Note 12):
Loss per share - basic	$ (0.04)	$ (1.11)	$ (0.18)	$ (1.26)
Loss per share - diluted	$ (0.04)	$ (1.11)	$ (0.18)	$ (1.26)
Weighted average shares outstanding:
Basic	198,491	117,864	190,541	117,871
Diluted	198,491	117,864	190,541	117,871
Products
Revenue	$ 2,265,697	$ 1,673,152	$ 6,357,223	$ 4,736,993
Services
Revenue	$ 641,126	$ 583,377	$ 1,856,448	$ 1,714,638

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

Debt and Derivatives (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Total Outstanding Debt

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


	September 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		8.50	%		2,553,170	—				—
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		8.50	%	—			9.59	%		50,000
Swingline/Base Rate - payable to lenders at ABR plus applicable margin		10.25	%		97,100		11.75	%		700
Amortizing Notes (1)					59,077					—
Notes payable and other					19,413					4,356
Total debt					2,728,760					3,414,391
Less: debt issuance costs, net					71,370					50,177
Total debt, net of debt issuance costs					2,657,390					3,364,214
Less: current portion of long-term debt					48,853					32,273
Total long-term debt, net of current portion				$	2,608,537				$	3,331,941

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

Schedule of Interest Rate Swap with Notional Value

As of September 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
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-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
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-Section 50
-Paragraph 3
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-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
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-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
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-Topic 505
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-Name Accounting Standards Codification
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-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
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-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

Redeemable Noncontrolling Interests - Additional Information (Details) - USD ($)			3 Months Ended			9 Months Ended
	Aug. 01, 2024	Mar. 01, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests			$ 4,125,000			$ 4,125,000		$ 27,139,000
Purchase of remaining noncontrolling interest paid						2,316,000
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				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			$ 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			4,100,000			$ 4,100,000		5,500,000
Change in redemption amount			0		$ 0	0	$ 0
Harvest Grove
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests								1,000,000
Redeemed noncontrolling interest percentage	45.00%
Purchase of redeemable noncontrolling interest	$ 3,800,000					3,780,000
Purchase of remaining noncontrolling interest paid	$ 2,000,000
Harvest Grove \| Trade Receivables
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests			$ 1,800,000			$ 1,800,000
Harvest Grove \| Accumulated Deficit
Redeemable Noncontrolling Interest [Line Items]
Redeemable non-controlling interests								$ 2,500,000
Primary Beneficiary \| Gateway
Redeemable Noncontrolling Interest [Line Items]
Redeemable noncontrolling interest percentage			100.00%			100.00%		70.00%
Primary Beneficiary \| Harvest Grove
Redeemable Noncontrolling Interest [Line Items]
Redeemable noncontrolling interest percentage			100.00%			100.00%		55.00%

Redeemable Noncontrolling Interests (Tables)

9 Months Ended

Sep. 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
Adjustment of Gateway redeemable noncontrolling interest to redemption amount		(14,981	)
Adjustment of Harvest Grove redeemable noncontrolling interest to redemption amount		2,542
Purchase of Gateway redeemable noncontrolling interest		(5,400	)
Purchase of Harvest Grove redeemable noncontrolling interest		(3,780	)
Net loss attributable to redeemable noncontrolling interests		(1,395	)
Balance at September 30, 2024	$	4,125

Common Stock, Preferred Stock, and Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions		3 Months Ended	9 Months Ended
	Jan. 24, 2024	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 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 \| $		$ 14.4	$ 35.8
2017 Stock Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized share-based compensation expense \| $		$ 15.0	$ 15.0

Debt and Derivatives - Schedule of Total Outstanding Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total debt	$ 2,728,760	$ 3,414,391
Less: debt issuance costs, net	71,370	50,177
Total debt, net of debt issuance costs	2,657,390	3,364,214
Less: current portion of long-term debt	48,853	32,273
Total long-term debt, net of current portion	$ 2,608,537	$ 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	8.50%
Total debt	$ 2,553,170
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	8.50%	9.59%
Total debt		$ 50,000
Swingline/Base Rate - Payable to Lenders at ABR plus Applicable Margin
Debt Instrument [Line Items]
Rate	10.25%	11.75%
Total debt	$ 97,100	$ 700
Amortizing Notes
Debt Instrument [Line Items]
Total debt	59,077
Notes Payable and Other
Debt Instrument [Line Items]
Total debt	$ 19,413	$ 4,356

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Oct. 31, 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	Q3
Document Period End Date	Sep. 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)		174,126,427
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

Fair Value

9 Months Ended

Sep. 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):


	September 30, 2024		December 31, 2023		Valuation Technique
Assets:
Interest rate swaps (Level 2)	$	7,571	$	24,947	A
Total assets	$	7,571	$	24,947

Liabilities:
Contingent consideration (Level 3)	$	8,633	$	5,331	C
Total liabilities	$	8,633	$	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 and a post-closing equity adjustment feature, both associated with acquisitions, which are recognized as a component of the purchase price at the estimated fair value on the acquisition date. These liabilities are classified as accrued expenses and long-term liabilities in our accompanying unaudited condensed consolidated balance sheets.

The fair values of the liabilities associated with future earn outs were derived using the income approach with unobservable inputs, including 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.

The preliminary fair value of the liability associated with post-closing equity adjustment feature related to the Haven Hospice acquisition was derived with unobservable inputs using a Monte Carlo simulation, where the common stock price of the Company was evolved using a Geometric Brownian Motion of a period from the valuation date to the end of the fourth anniversary of closing. Estimated equity volatility was based on historical volatility, implied volatility, and peer group volatility over various periods. The Company will re-assess the fair value at each reporting period with changes in value being recorded through the statement of operations. The ultimate settlement of the liability will be through either issuance of additional equity shares and/or additional cash paid in case of net realized losses; or reduction of the outstanding balance of the seller note, in the case of net aggregate gain on sales.

- 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
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-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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+ Details

Debt and Derivatives

9 Months Ended

Sep. 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):


	September 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		8.50	%		2,553,170	—				—
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		8.50	%	—			9.59	%		50,000
Swingline/Base Rate - payable to lenders at ABR plus applicable margin		10.25	%		97,100		11.75	%		700
Amortizing Notes (1)					59,077					—
Notes payable and other					19,413					4,356
Total debt					2,728,760					3,414,391
Less: debt issuance costs, net					71,370					50,177
Total debt, net of debt issuance costs					2,657,390					3,364,214
Less: current portion of long-term debt					48,853					32,273
Total long-term debt, net of current portion				$	2,608,537				$	3,331,941

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

The following discussion summarizes the debt agreements and related modifications for the nine months ended September 30, 2024 and the year ended December 31, 2023. We were in compliance with all applicable financial debt covenants at September 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 September 30, 2024 and December 31, 2023. As of September 30, 2024, the Company had $97.1 million of borrowings outstanding under the Revolver and no letters of credit, reducing the available borrowing capacity to approximately $377.9 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 additional letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. On September 17, 2024, the Company amended the First Lien to increase the LC Facility from $55.0 million to $65.0 million. As of September 30, 2024, there were $62.0 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $3.0 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 September 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 September 30, 2024 and December 31, 2023 was $7.6 million and $24.9 million, respectively, and is reflected in prepaid expenses and other current assets and other assets, respectively, 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 $9.8 million and $28.9 million for the three and nine months ended September 30, 2024, respectively, as compared to $9.2 million and $21.9 million for the three and nine months ended September 30, 2023, respectively. The Company expects approximately $7.4 million of pre-tax gains to be reclassified out of AOCI into earnings within the next twelve months.

The repayments on and modification of the 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 September 30, 2024.

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share ("EPS")

12. Earnings Per Share (“EPS”)

Basic net loss per share of common stock is calculated by dividing net loss attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net 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 nine months ended September 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 nine months ended September 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 nine months ended September 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 Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Numerator:
Net loss	$	(8,981	)	$	(130,124	)	$	(35,925	)	$	(149,634	)
Net (loss) income attributable to noncontrolling interests		(751	)		548			(1,864	)		(1,568	)
Net loss attributable to common shareholders	$	(8,230	)	$	(130,672	)	$	(34,061	)	$	(148,066	)
Denominator:
Weighted-average shares outstanding - basic		198,491			117,864			190,541			117,871

Effect of dilutive securities:
Stock options		—			—			—			—
RSUs		—			—			—			—
TEUs		—			—			—			—
Other		—			—			—			—
Weighted-average shares outstanding - diluted		198,491			117,864			190,541			117,871

Basic net loss per share	$	(0.04	)	$	(1.11	)	$	(0.18	)	$	(1.26	)
Diluted net loss per share	$	(0.04	)	$	(1.11	)	$	(0.18	)	$	(1.26	)

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 Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock options (1)		15,096		14,105		15,096		14,105
RSUs		11,078		—		11,078		—
TEUs		1,881		—		1,881		—
Other		9		—		9		—
Total		28,064		14,105		28,064		14,105

(1) For all periods presented, the dilutive effect of stock options were excluded from the computation of 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).

Income Taxes - Schedule of Reconciliation of Effective Tax Rate (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Estimated annual effective tax rate before discrete items	1226.70%	27.80%	17.20%	27.60%
Discrete items recognized	26.20%	(23.50%)	21.80%	(19.60%)
Effective tax rate recognized in the statements of operations	1252.90%	4.30%	39.00%	8.00%

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator
Net loss	$ (8,981)	$ (130,124)	$ (35,925)	$ (149,634)
Net (loss) income attributable to noncontrolling interests	(751)	548	(1,864)	(1,568)
Net loss attributable to common shareholders	$ (8,230)	$ (130,672)	$ (34,061)	$ (148,066)
Denominator
Weighted-average shares outstanding - basic	198,491	117,864	190,541	117,871
Basic net loss per share	$ (0.04)	$ (1.11)	$ (0.18)	$ (1.26)
Weighted-average shares outstanding - diluted	198,491	117,864	190,541	117,871
Diluted net loss per share	$ (0.04)	$ (1.11)	$ (0.18)	$ (1.26)
Stock Options
Denominator
Weighted-average shares outstanding - diluted	0	0	0	0
RSUs
Denominator
Weighted-average shares outstanding - diluted	0	0	0	0
TEUs
Denominator
Weighted-average shares outstanding - diluted	0	0	0	0
Other
Denominator
Weighted-average shares outstanding - diluted	0	0	0	0

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 loss

^[1]

(148,066)

Other comprehensive income, net of tax

23,403

Share-based compensation

2,100

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

598

$ 1

597

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

77,870

Repurchase of shares of common stock

(1,300)

$ (1)

(1,299)

Repurchase of shares of common stock, shares

(81,654)

Balance at Sep. 30, 2023

631,511

$ 1,179

779,519

(193,782)

44,595

Balance, shares at Sep. 30, 2023

117,857,055

Balance at Jun. 30, 2023

749,159

$ 1,179

779,541

(63,110)

31,549

Balance, shares at Jun. 30, 2023

117,883,231

Net loss

^[2]

(130,672)

Other comprehensive income, net of tax

13,046

Share-based compensation

825

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

453

$ 1

452

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

55,478

Repurchase of shares of common stock

(1,300)

$ (1)

(1,299)

Repurchase of shares of common stock, shares

(81,654)

Balance at Sep. 30, 2023

631,511

$ 1,179

779,519

(193,782)

44,595

Balance, shares at Sep. 30, 2023

117,857,055

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 loss

^[1]

(34,530)

(34,061)

(469)

Other comprehensive income, net of tax

(13,249)

Share-based compensation

55,194

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

531

$ 3

528

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

318,085

Shares issued for payment of acquisition

31,081

$ 26

31,055

Shares issued for payment of acquisition, shares

2,570,503

Adjustment of redeemable noncontrolling interests to redemption amount

12,439

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 Sep. 30, 2024

1,614,972

$ 1,741

1,848,115

(234,380)

(705)

201

Balance, shares at Sep. 30, 2024

174,078,977

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

Net loss

^[2]

(8,408)

(8,230)

(178)

Other comprehensive income, net of tax

(19,730)

Share-based compensation

15,210

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

509

$ 2

507

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

210,696

Shares issued for payment of acquisition

30,000

$ 25

29,975

Shares issued for payment of acquisition, shares

2,471,251

Adjustment of redeemable noncontrolling interests to redemption amount

(2,542)

Balance at Sep. 30, 2024

$ 1,614,972

$ 1,741

$ 1,848,115

$ (234,380)

$ (705)

$ 201

Balance, shares at Sep. 30, 2024

174,078,977

[1]	Net loss to the Company for the nine months ended September 30, 2024 and 2023 excludes $(1,395) and $(1,568), respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.
[2]	Net loss to the Company for the three months ended September 30, 2024 and 2023 excludes $(573) and $548, respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 28.9	$ 31.1	$ 86.5	$ 92.6

Detail of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Rebate receivable	$ 50,388	$ 41,791
Non-trade receivables	44,499	67,126
Income tax receivable	19,762	4,935
Prepaid insurance	17,048	13,206
Inventory returns receivable	11,059	15,300
Interest rate swaps	7,571	0
Prepaid maintenance	3,768	3,619
Other prepaid expenses and current assets	15,487	13,190
Total prepaid expenses and other current assets	$ 169,582	$ 159,167

Acquisitions - Schedule of Consideration Paid for Acquisitions and Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
	Sep. 01, 2024	Sep. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill		$ 2,672,791	$ 2,608,412
Haven Hospice, Inc.
Business Acquisition [Line Items]
Inventories	$ 45
Property and equipment	495
Goodwill	46,239
Intangible assets	19,860
Operating lease right-of-use assets	7,157
Trade accounts payable	764
Current portion of obligations under operating leases	2,235
Obligations under operating leases, net of current portion	4,922
Aggregate purchase price	$ 65,875
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]
Aggregate purchase price		112,000
Pharmacy Solutions and Provider Services Segments
Business Acquisition [Line Items]
Accounts receivable		3,749
Inventories		1,234
Prepaids and other current assets		174
Property and equipment		398
Goodwill		18,432
Intangible assets		30,833
Operating lease right-of-use assets		364
Other assets		1,438
Trade accounts payable		650
Accrued expenses		7,742
Current portion of obligations under operating leases		56
Current portion of obligations under financing leases		53
Obligations under operating leases, net of current portion		308
Obligations under financing leases, net of current portion		8
Deferred income taxes, net		1,686
Aggregate purchase price		$ 46,119

Fair Value (Tables)

9 Months Ended

Sep. 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):


	September 30, 2024		December 31, 2023		Valuation Technique
Assets:
Interest rate swaps (Level 2)	$	7,571	$	24,947	A
Total assets	$	7,571	$	24,947

Liabilities:
Contingent consideration (Level 3)	$	8,633	$	5,331	C
Total liabilities	$	8,633	$	5,331

Tangible Equity Units (Tables)

9 Months Ended

Sep. 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

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)

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 35,973	$ 13,071
Accounts receivable, net of allowance for credit losses	1,025,711	881,627
Inventories	478,319	402,776
Prepaid expenses and other current assets	169,582	159,167
Total current assets	1,709,585	1,456,641
Property and equipment, net of accumulated depreciation of $426,484 and $368,089 at September 30, 2024 and December 31, 2023, respectively	248,548	245,908
Goodwill	2,672,791	2,608,412
Intangible assets, net of accumulated amortization	842,479	881,476
Operating lease right-of-use assets, net	259,138	267,446
Deferred income taxes, net	6,678
Other assets	46,748	72,838
Total assets	5,785,967	5,532,721
Current liabilities:
Trade accounts payable	783,838	641,607
Accrued expenses	349,101	492,363
Current portion of obligations under operating leases	69,763	71,053
Current portion of obligations under financing leases	12,367	11,141
Current portion of long-term debt	48,853	32,273
Total current liabilities	1,263,922	1,248,437
Obligations under operating leases, net of current portion	195,921	201,655
Obligations under financing leases, net of current portion	24,988	22,528
Long-term debt, net of current portion	2,608,537	3,331,941
Deferred income taxes, net		23,668
Long-term liabilities	73,502	91,943
Total liabilities	4,166,870	4,920,172
Redeemable noncontrolling interests	4,125	27,139
Shareholders' equity:
Common stock, $0.01 par value, 1,500,000,000 and 137,398,625 shares authorized, 174,078,977 and 117,857,055 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	1,741	1,179
Preferred stock, $0.01 par value, 250,000,000 authorized, no shares issued and outstanding at September 30, 2024; no shares authorized, issued or outstanding at December 31, 2023
Additional paid-in capital	1,848,115	771,336
Accumulated deficit	(234,380)	(200,319)
Accumulated other comprehensive (loss) income	(705)	12,544
Total shareholders' equity	1,614,771	584,740
Noncontrolling interest	201	670
Total equity	1,614,972	585,410
Total liabilities, redeemable noncontrolling interests, and equity	$ 5,785,967	$ 5,532,721

Revenue - Schedule of Revenue by Payor Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Revenue	$ 2,906,823	$ 2,256,529	$ 8,213,671	$ 6,451,631
Commercial Insurance
Disaggregation of Revenue [Line Items]
Revenue	669,600	473,600	1,839,900	1,304,900
Medicaid
Disaggregation of Revenue [Line Items]
Revenue	561,700	505,400	1,618,600	1,459,900
Medicare A
Disaggregation of Revenue [Line Items]
Revenue	256,200	240,600	726,200	713,800
Medicare B
Disaggregation of Revenue [Line Items]
Revenue	20,500	23,300	69,100	61,100
Medicare C
Disaggregation of Revenue [Line Items]
Revenue	442,200	407,000	1,205,200	1,011,300
Medicare D
Disaggregation of Revenue [Line Items]
Revenue	826,200	483,800	2,352,500	1,515,600
Private and Other
Disaggregation of Revenue [Line Items]
Revenue	130,400	122,800	402,200	385,000
Pharmacy Solutions
Disaggregation of Revenue [Line Items]
Revenue	2,265,700	1,673,100	6,357,200	4,737,000
Pharmacy Solutions \| Commercial Insurance
Disaggregation of Revenue [Line Items]
Revenue	619,100	432,000	1,693,700	1,189,600
Pharmacy Solutions \| Medicaid
Disaggregation of Revenue [Line Items]
Revenue	213,900	169,100	600,900	477,700
Pharmacy Solutions \| Medicare A
Disaggregation of Revenue [Line Items]
Revenue	141,900	137,800	399,000	410,100
Pharmacy Solutions \| Medicare B
Disaggregation of Revenue [Line Items]
Revenue	16,800	17,900	50,400	45,100
Pharmacy Solutions \| Medicare C
Disaggregation of Revenue [Line Items]
Revenue	406,100	391,600	1,120,900	966,800
Pharmacy Solutions \| Medicare D
Disaggregation of Revenue [Line Items]
Revenue	826,200	483,800	2,352,500	1,515,600
Pharmacy Solutions \| Private and Other
Disaggregation of Revenue [Line Items]
Revenue	41,700	40,900	139,800	132,100
Provider Services
Disaggregation of Revenue [Line Items]
Revenue	641,100	583,400	1,856,500	1,714,600
Provider Services \| Commercial Insurance
Disaggregation of Revenue [Line Items]
Revenue	50,500	41,600	146,200	115,300
Provider Services \| Medicaid
Disaggregation of Revenue [Line Items]
Revenue	347,800	336,300	1,017,700	982,200
Provider Services \| Medicare A
Disaggregation of Revenue [Line Items]
Revenue	114,300	102,800	327,200	303,700
Provider Services \| Medicare B
Disaggregation of Revenue [Line Items]
Revenue	3,700	5,400	18,700	15,900
Provider Services \| Medicare C
Disaggregation of Revenue [Line Items]
Revenue	36,100	15,400	84,300	44,500
Provider Services \| Private and Other
Disaggregation of Revenue [Line Items]
Revenue	$ 88,700	$ 81,900	$ 262,400	$ 253,000
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	23.00%	20.90%	22.40%	20.20%
Product Concentration Risk \| Revenue \| Medicaid
Disaggregation of Revenue [Line Items]
% of Revenue	19.40%	22.40%	19.70%	22.60%
Product Concentration Risk \| Revenue \| Medicare A
Disaggregation of Revenue [Line Items]
% of Revenue	8.80%	10.70%	8.90%	11.10%
Product Concentration Risk \| Revenue \| Medicare B
Disaggregation of Revenue [Line Items]
% of Revenue	0.70%	1.00%	0.80%	0.90%
Product Concentration Risk \| Revenue \| Medicare C
Disaggregation of Revenue [Line Items]
% of Revenue	15.20%	18.10%	14.60%	15.70%
Product Concentration Risk \| Revenue \| Medicare D
Disaggregation of Revenue [Line Items]
% of Revenue	28.40%	21.40%	28.60%	23.50%
Product Concentration Risk \| Revenue \| Private and Other
Disaggregation of Revenue [Line Items]
% of Revenue	4.50%	5.50%	5.00%	6.00%
Product Concentration Risk \| Revenue \| Pharmacy Solutions
Disaggregation of Revenue [Line Items]
% of Revenue	77.90%	74.10%	77.40%	73.40%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Commercial Insurance
Disaggregation of Revenue [Line Items]
% of Revenue	21.30%	19.10%	20.60%	18.40%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicaid
Disaggregation of Revenue [Line Items]
% of Revenue	7.40%	7.50%	7.30%	7.40%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare A
Disaggregation of Revenue [Line Items]
% of Revenue	4.90%	6.10%	4.90%	6.40%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare B
Disaggregation of Revenue [Line Items]
% of Revenue	0.60%	0.80%	0.60%	0.70%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare C
Disaggregation of Revenue [Line Items]
% of Revenue	14.00%	17.40%	13.60%	15.00%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Medicare D
Disaggregation of Revenue [Line Items]
% of Revenue	28.40%	21.40%	28.60%	23.50%
Product Concentration Risk \| Revenue \| Pharmacy Solutions \| Private and Other
Disaggregation of Revenue [Line Items]
% of Revenue	1.30%	1.80%	1.80%	2.00%
Product Concentration Risk \| Revenue \| Provider Services
Disaggregation of Revenue [Line Items]
% of Revenue	22.10%	25.90%	22.60%	26.60%
Product Concentration Risk \| Revenue \| Provider Services \| Commercial Insurance
Disaggregation of Revenue [Line Items]
% of Revenue	1.70%	1.80%	1.80%	1.80%
Product Concentration Risk \| Revenue \| Provider Services \| Medicaid
Disaggregation of Revenue [Line Items]
% of Revenue	12.00%	14.90%	12.40%	15.20%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare A
Disaggregation of Revenue [Line Items]
% of Revenue	3.90%	4.60%	4.00%	4.70%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare B
Disaggregation of Revenue [Line Items]
% of Revenue	0.10%	0.20%	0.20%	0.20%
Product Concentration Risk \| Revenue \| Provider Services \| Medicare C
Disaggregation of Revenue [Line Items]
% of Revenue	1.20%	0.70%	1.00%	0.70%
Product Concentration Risk \| Revenue \| Provider Services \| Private and Other
Disaggregation of Revenue [Line Items]
% of Revenue	3.20%	3.70%	3.20%	4.00%

Earnings Per Share ("EPS") (Tables)

9 Months Ended

Sep. 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 Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Numerator:
Net loss	$	(8,981	)	$	(130,124	)	$	(35,925	)	$	(149,634	)
Net (loss) income attributable to noncontrolling interests		(751	)		548			(1,864	)		(1,568	)
Net loss attributable to common shareholders	$	(8,230	)	$	(130,672	)	$	(34,061	)	$	(148,066	)
Denominator:
Weighted-average shares outstanding - basic		198,491			117,864			190,541			117,871

Effect of dilutive securities:
Stock options		—			—			—			—
RSUs		—			—			—			—
TEUs		—			—			—			—
Other		—			—			—			—
Weighted-average shares outstanding - diluted		198,491			117,864			190,541			117,871

Basic net loss per share	$	(0.04	)	$	(1.11	)	$	(0.18	)	$	(1.26	)
Diluted net loss per share	$	(0.04	)	$	(1.11	)	$	(0.18	)	$	(1.26	)

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock options (1)		15,096		14,105		15,096		14,105
RSUs		11,078		—		11,078		—
TEUs		1,881		—		1,881		—
Other		9		—		9		—
Total		28,064		14,105		28,064		14,105

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

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		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	28,064	14,105	28,064	14,105
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	15,096	14,105	15,096	14,105
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	11,078	0	11,078	0
TEUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	1,881	0	1,881	0
Other
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded from computation of diluted net loss per share	9	0	9	0

Goodwill and Intangible Assets - Summary of Changes to Goodwill, by Segment (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Line Items]
Goodwill, Beginning balance	$ 2,608,412
Goodwill added through acquisitions	64,671
Measurement period adjustments	(200)
Foreign currency adjustments	(92)
Goodwill, Ending balance	2,672,791
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	57,608
Measurement period adjustments	(200)
Foreign currency adjustments	(92)
Goodwill, Ending balance	$ 1,831,739

- 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
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+ 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
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+ Details

Revenue

9 Months Ended

Sep. 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 September 30,										For the Nine Months Ended September 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	619.1		21.3	%	$	432.0		19.1	%	$	1,693.7		20.6	%	$	1,189.6		18.4	%
Medicaid		213.9		7.4	%		169.1		7.5	%		600.9		7.3	%		477.7		7.4	%
Medicare A		141.9		4.9	%		137.8		6.1	%		399.0		4.9	%		410.1		6.4	%
Medicare B		16.8		0.6	%		17.9		0.8	%		50.4		0.6	%		45.1		0.7	%
Medicare C		406.1		14.0	%		391.6		17.4	%		1,120.9		13.6	%		966.8		15.0	%
Medicare D		826.2		28.4	%		483.8		21.4	%		2,352.5		28.6	%		1,515.6		23.5	%
Private & other		41.7		1.3	%		40.9		1.8	%		139.8		1.8	%		132.1		2.0	%
	$	2,265.7		77.9	%	$	1,673.1		74.1	%	$	6,357.2		77.4	%	$	4,737.0		73.4	%


	Provider Services
	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	50.5		1.7	%	$	41.6		1.8	%	$	146.2		1.8	%	$	115.3		1.8	%
Medicaid		347.8		12.0	%		336.3		14.9	%		1,017.7		12.4	%		982.2		15.2	%
Medicare A		114.3		3.9	%		102.8		4.6	%		327.2		4.0	%		303.7		4.7	%
Medicare B		3.7		0.1	%		5.4		0.2	%		18.7		0.2	%		15.9		0.2	%
Medicare C		36.1		1.2	%		15.4		0.7	%		84.3		1.0	%		44.5		0.7	%
Private & other		88.7		3.2	%		81.9		3.7	%		262.4		3.2	%		253.0		4.0	%
	$	641.1		22.1	%	$	583.4		25.9	%	$	1,856.5		22.6	%	$	1,714.6		26.6	%


	Consolidated
	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	669.6		23.0	%	$	473.6		20.9	%	$	1,839.9		22.4	%	$	1,304.9		20.2	%
Medicaid		561.7		19.4	%		505.4		22.4	%		1,618.6		19.7	%		1,459.9		22.6	%
Medicare A		256.2		8.8	%		240.6		10.7	%		726.2		8.9	%		713.8		11.1	%
Medicare B		20.5		0.7	%		23.3		1.0	%		69.1		0.8	%		61.1		0.9	%
Medicare C		442.2		15.2	%		407.0		18.1	%		1,205.2		14.6	%		1,011.3		15.7	%
Medicare D		826.2		28.4	%		483.8		21.4	%		2,352.5		28.6	%		1,515.6		23.5	%
Private & other		130.4		4.5	%		122.8		5.5	%		402.2		5.0	%		385.0		6.0	%
	$	2,906.8		100.0	%	$	2,256.5		100.0	%	$	8,213.7		100.0	%	$	6,451.6		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
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Debt and Derivatives - Schedule of Interest Rate Swap with Notional Value (Details)	9 Months Ended
	Sep. 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)
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-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	Sep. 30, 2024	Dec. 31, 2023
Disclosure Text Block Supplement [Abstract]
Notes receivable	$ 9,814	$ 7,840
Deposits	8,739	7,137
Cloud computing	8,271	9,453
Insurance recoveries	7,948	8,509
Deferred debt issuance costs	2,646	3,349
Equity method investments	675	720
Interest rate swaps	0	24,947
Deferred offering costs	0	3,850
Other assets	8,655	7,033
Total other assets	$ 46,748	$ 72,838

Common Stock, Preferred Stock, and Share-Based Compensation

9 Months Ended

Sep. 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 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 nine months ended September 30, 2024, the Company recognized $14.4 million and $35.8 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 the vesting of Tier I performance-vesting options, and $15.0 million of previously unrecognized share-based compensation expense being recognized in the nine months ended September 30, 2024.

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

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 September 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	2,265,697		641,126	$	2,906,823
Cost of goods and services (1)		2,077,121		421,590		2,498,711
Total depreciation and amortization (2)		27,913		16,346		44,259
Segment EBITDA	$	99,153		93,233	$	192,386


	For the Three Months Ended September 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	1,673,152	$	583,377	$	2,256,529
Cost of goods and services (1)		1,509,845		388,388		1,898,233
Total depreciation and amortization (2)		29,375		16,036		45,411
Segment EBITDA	$	86,083	$	81,462	$	167,545


	For the Nine Months Ended September 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	6,357,223		1,856,448	$	8,213,671
Cost of goods and services (1)		5,815,981		1,231,154		7,047,135
Total depreciation and amortization (2)		82,384		48,095		130,479
Segment EBITDA	$	281,823		261,192	$	543,015


	For the Nine Months Ended September 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	4,736,993		1,714,638	$	6,451,631
Cost of goods and services (1)		4,226,075		1,160,477		5,386,552
Total depreciation and amortization (2)		86,679		48,321		135,000
Segment EBITDA	$	278,211		221,154	$	499,365

(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 Nine Months Ended
	September 30,					September 30,
	2024		2023			2024			2023
Segment reconciliation:
Total Segment EBITDA	$	192,386	$	167,545		$	543,015		$	499,365
Selling, general, and administrative expenses not allocated at segment level		84,938		169,024			266,093			269,123
Depreciation and amortization		50,608		50,774			149,601			151,324
Operating income (loss)		56,840		(52,253	)		127,321			78,918
Loss on extinguishment of debt		—		—			12,726			—
Interest expense, net		56,061		83,678			173,520			241,539
Income (loss) before income taxes	$	779	$	(135,931	)	$	(58,925	)	$	(162,621	)

Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Jan. 31, 2024 USD ($) Unit $ / shares $ / Unit shares	Sep. 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

Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss excluding allocable redeemable noncontrolling interests	$ (573)	$ 548	$ (1,395)	$ (1,568)
Initial Public Offering
Net of underwriting discounts and commissions			36,800
TEUs
Net of underwriting discounts and commissions			$ 9,100

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Estimated settlement amount	$ 120.0	$ 120.0	$ 115.0
Accrued Expenses
Loss Contingencies [Line Items]
Estimated settlement amount			105.0
Long-term Liabilities
Loss Contingencies [Line Items]
Estimated settlement amount	10.0	10.0	$ 10.0
Long-term Liabilities Current
Loss Contingencies [Line Items]
Paid settlement amount	$ 20.0	$ 110.0

- 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

Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Revenues	$ 2,906,823	$ 2,256,529	$ 8,213,671	$ 6,451,631
Cost of goods and services	2,498,711	1,898,233	7,047,135	5,386,552
Total depreciation and amortization	44,259	45,411	130,479	135,000
Segment EBITDA	192,386	167,545	543,015	499,365
Segment reconciliation:
Total Segment EBITDA	192,386	167,545	543,015	499,365
Selling, general, and administrative expenses not allocated at segment level	84,938	169,024	266,093	269,123
Depreciation and amortization	50,608	50,774	149,601	151,324
Operating income (Loss)	56,840	(52,253)	127,321	78,918
Loss on extinguishment of debt			12,726
Interest expense, net	56,061	83,678	173,520	241,539
Income (loss) before income taxes	779	(135,931)	(58,925)	(162,621)
Pharmacy Solutions
Segment Reporting Information [Line Items]
Revenues	2,265,697	1,673,152	6,357,223	4,736,993
Cost of goods and services	2,077,121	1,509,845	5,815,981	4,226,075
Total depreciation and amortization	27,913	29,375	82,384	86,679
Segment EBITDA	99,153	86,083	281,823	278,211
Segment reconciliation:
Total Segment EBITDA	99,153	86,083	281,823	278,211
Provider Services
Segment Reporting Information [Line Items]
Revenues	641,126	583,377	1,856,448	1,714,638
Cost of goods and services	421,590	388,388	1,231,154	1,160,477
Total depreciation and amortization	16,346	16,036	48,095	48,321
Segment EBITDA	93,233	81,462	261,192	221,154
Segment reconciliation:
Total Segment EBITDA	$ 93,233	$ 81,462	$ 261,192	$ 221,154

Segment Information

9 Months Ended

Sep. 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.


	For the Three Months Ended September 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	2,265,697		641,126	$	2,906,823
Cost of goods and services (1)		2,077,121		421,590		2,498,711
Total depreciation and amortization (2)		27,913		16,346		44,259
Segment EBITDA	$	99,153		93,233	$	192,386


	For the Three Months Ended September 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	1,673,152	$	583,377	$	2,256,529
Cost of goods and services (1)		1,509,845		388,388		1,898,233
Total depreciation and amortization (2)		29,375		16,036		45,411
Segment EBITDA	$	86,083	$	81,462	$	167,545


	For the Nine Months Ended September 30, 2024
	Pharmacy Solutions		Provider Services		Total
Revenues	$	6,357,223		1,856,448	$	8,213,671
Cost of goods and services (1)		5,815,981		1,231,154		7,047,135
Total depreciation and amortization (2)		82,384		48,095		130,479
Segment EBITDA	$	281,823		261,192	$	543,015


	For the Nine Months Ended September 30, 2023
	Pharmacy Solutions		Provider Services		Total
Revenues	$	4,736,993		1,714,638	$	6,451,631
Cost of goods and services (1)		4,226,075		1,160,477		5,386,552
Total depreciation and amortization (2)		86,679		48,321		135,000
Segment EBITDA	$	278,211		221,154	$	499,365

(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 Nine Months Ended
	September 30,					September 30,
	2024		2023			2024			2023
Segment reconciliation:
Total Segment EBITDA	$	192,386	$	167,545		$	543,015		$	499,365
Selling, general, and administrative expenses not allocated at segment level		84,938		169,024			266,093			269,123
Depreciation and amortization		50,608		50,774			149,601			151,324
Operating income (loss)		56,840		(52,253	)		127,321			78,918
Loss on extinguishment of debt		—		—			12,726			—
Interest expense, net		56,061		83,678			173,520			241,539
Income (loss) before income taxes	$	779	$	(135,931	)	$	(58,925	)	$	(162,621	)

- 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.

+ References

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+ Details

Detail of Certain Balance Sheet Accounts

9 Months Ended

Sep. 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):


	September 30, 2024		December 31, 2023
Rebate receivable	$	50,388	$	41,791
Non-trade receivables		44,499		67,126
Income tax receivable		19,762		4,935
Prepaid insurance		17,048		13,206
Inventory returns receivable		11,059		15,300
Interest rate swaps		7,571		—
Prepaid maintenance		3,768		3,619
Other prepaid expenses and current assets		15,487		13,190
Total prepaid expenses and other current assets	$	169,582	$	159,167

Other assets consist of the following (in thousands):


	September 30, 2024		December 31, 2023
Notes receivable	$	9,814	$	7,840
Deposits		8,739		7,137
Cloud computing		8,271		9,453
Insurance recoveries		7,948		8,509
Deferred debt issuance costs		2,646		3,349
Equity method investments		675		720
Interest rate swaps		—		24,947
Deferred offering costs		—		3,850
Other assets		8,655		7,033
Total other assets	$	46,748	$	72,838

Accrued expenses consist of the following (in thousands):


	September 30, 2024		December 31, 2023
Wages and payroll taxes	$	132,977	$	127,707
Compensated absences		37,055		32,085
Workers compensation insurance reserves		22,747		22,480
Automobile insurance reserves		21,158		27,381
Deferred revenue		20,091		30,848
Checks in excess of cash balance		18,270		9,018
Health insurance reserves		14,669		13,452
Legal settlements and professional fees		13,686		114,677
Taxes other than income taxes		9,482		9,305
General and professional liability insurance reserves		5,802		22,738
Recoupment fees		4,285		36,071
Interest		2,603		3,125
Contingent consideration		1,963		2,650
Other		44,313		40,826
Total accrued expenses	$	349,101	$	492,363

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


	September 30, 2024		December 31, 2023
Workers compensation insurance reserves	$	27,760	$	30,514
General and professional liability insurance reserves		20,588		28,350
Automobile insurance reserves		7,367		8,526
Employee incentives		4,008		5,189
Contingent consideration		6,670		2,681
Deferred gain		919		1,346
Legal settlements and professional fees		—		10,000
Other		6,190		5,337
Total long-term liabilities	$	73,502	$	91,943

Revenue (Tables)

9 Months Ended

Sep. 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 September 30,										For the Nine Months Ended September 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	619.1		21.3	%	$	432.0		19.1	%	$	1,693.7		20.6	%	$	1,189.6		18.4	%
Medicaid		213.9		7.4	%		169.1		7.5	%		600.9		7.3	%		477.7		7.4	%
Medicare A		141.9		4.9	%		137.8		6.1	%		399.0		4.9	%		410.1		6.4	%
Medicare B		16.8		0.6	%		17.9		0.8	%		50.4		0.6	%		45.1		0.7	%
Medicare C		406.1		14.0	%		391.6		17.4	%		1,120.9		13.6	%		966.8		15.0	%
Medicare D		826.2		28.4	%		483.8		21.4	%		2,352.5		28.6	%		1,515.6		23.5	%
Private & other		41.7		1.3	%		40.9		1.8	%		139.8		1.8	%		132.1		2.0	%
	$	2,265.7		77.9	%	$	1,673.1		74.1	%	$	6,357.2		77.4	%	$	4,737.0		73.4	%


	Provider Services
	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	50.5		1.7	%	$	41.6		1.8	%	$	146.2		1.8	%	$	115.3		1.8	%
Medicaid		347.8		12.0	%		336.3		14.9	%		1,017.7		12.4	%		982.2		15.2	%
Medicare A		114.3		3.9	%		102.8		4.6	%		327.2		4.0	%		303.7		4.7	%
Medicare B		3.7		0.1	%		5.4		0.2	%		18.7		0.2	%		15.9		0.2	%
Medicare C		36.1		1.2	%		15.4		0.7	%		84.3		1.0	%		44.5		0.7	%
Private & other		88.7		3.2	%		81.9		3.7	%		262.4		3.2	%		253.0		4.0	%
	$	641.1		22.1	%	$	583.4		25.9	%	$	1,856.5		22.6	%	$	1,714.6		26.6	%


	Consolidated
	For the Three Months Ended September 30,										For the Nine Months Ended September 30,
	2024					2023					2024					2023
	Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance	$	669.6		23.0	%	$	473.6		20.9	%	$	1,839.9		22.4	%	$	1,304.9		20.2	%
Medicaid		561.7		19.4	%		505.4		22.4	%		1,618.6		19.7	%		1,459.9		22.6	%
Medicare A		256.2		8.8	%		240.6		10.7	%		726.2		8.9	%		713.8		11.1	%
Medicare B		20.5		0.7	%		23.3		1.0	%		69.1		0.8	%		61.1		0.9	%
Medicare C		442.2		15.2	%		407.0		18.1	%		1,205.2		14.6	%		1,011.3		15.7	%
Medicare D		826.2		28.4	%		483.8		21.4	%		2,352.5		28.6	%		1,515.6		23.5	%
Private & other		130.4		4.5	%		122.8		5.5	%		402.2		5.0	%		385.0		6.0	%
	$	2,906.8		100.0	%	$	2,256.5		100.0	%	$	8,213.7		100.0	%	$	6,451.6		100.0	%

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

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Statement of Comprehensive Income [Abstract]

Net loss

$ (8,981)

$ (130,124)

$ (35,925)

$ (149,634)

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments

(94)

(123)

Cash flow hedges:

Net change in fair value, net of tax

^[1]

(12,429)

23,706

8,675

43,513

Amounts reclassified to earnings, net of tax

^[2]

(7,373)

(10,566)

(21,801)

(20,125)

Total other comprehensive (loss) income, net of tax

(19,730)

13,046

(13,249)

23,403

Total comprehensive loss

(28,711)

(117,078)

(49,174)

(126,231)

Comprehensive (loss) income attributable to redeemable noncontrolling interests

(573)

548

(1,395)

(1,568)

Comprehensive loss attributable to noncontrolling interest

(178)

(469)

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

$ (27,960)

$ (117,626)

$ (47,310)

$ (124,663)

[1]	The income tax effects of the net change in fair value were $4,024 and $(2,809) for the three and nine months ended September 30, 2024, respectively, and $9,607 and $3,016 for the three and nine months ended September 30, 2023, respectively.
[2]	The income tax effects of amounts reclassified to earnings were $2,387 and $7,059 for the three and nine months ended September 30, 2024, respectively, and $(1,433) and $1,748 for the three and nine months ended September 30, 2023, respectively.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (8,230)	$ (130,672)	$ (34,061)	$ (148,066)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Tangible Equity Units

9 Months Ended

Sep. 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. The Company paid $6.8 million and $13.6 million in TEU principal and interest payments during the three and nine months ended September 30, 2024, respectively. 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


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).

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false