Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 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 | Q1 | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41938 | |
Entity Registrant Name | BrightSpring Health Services, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2956404 | |
Entity Address, Address Line One | 805 N. Whittington Parkway | |
Entity Address, City or Town | Louisville | |
Entity Address, State or Province | KY | |
Entity Address, Postal Zip Code | 40222 | |
City Area Code | 502 | |
Local Phone Number | 394-2100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 171,320,174 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | BTSG | |
Security Exchange Name | NASDAQ | |
6.75% Tangible Equity Unit [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 6.75% Tangible Equity Units | |
Trading Symbol | BTSGU | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 58,037 | $ 13,071 |
Accounts receivable, net of allowance for credit losses | 990,581 | 881,627 |
Inventories | 373,740 | 402,776 |
Prepaid expenses and other current assets | 150,451 | 159,167 |
Total current assets | 1,572,809 | 1,456,641 |
Property and equipment, net of accumulated depreciation of $386,619 and $368,089 at March 31, 2024 and December 31, 2023, respectively | 245,686 | 245,908 |
Goodwill | 2,609,228 | 2,608,412 |
Intangible assets, net of accumulated amortization | 856,016 | 881,476 |
Operating lease right-of-use assets, net | 276,075 | 267,446 |
Deferred income taxes, net | 11,156 | |
Other assets | 84,585 | 72,838 |
Total assets | 5,655,555 | 5,532,721 |
Current liabilities: | ||
Trade accounts payable | 655,776 | 641,607 |
Accrued expenses | 451,785 | 492,363 |
Current portion of obligations under operating leases | 77,078 | 71,053 |
Current portion of obligations under financing leases | 11,690 | 11,141 |
Current portion of long-term debt | 48,670 | 32,273 |
Total current liabilities | 1,244,999 | 1,248,437 |
Obligations under operating leases, net of current portion | 208,238 | 201,655 |
Obligations under financing leases, net of current portion | 24,419 | 22,528 |
Long-term debt, net of current portion | 2,515,139 | 3,331,941 |
Deferred income taxes, net | 23,668 | |
Long-term liabilities | 88,481 | 91,943 |
Total liabilities | 4,081,276 | 4,920,172 |
Redeemable noncontrolling interests | 6,275 | 27,139 |
Shareholders' equity: | ||
Common stock, $0.01 par value, 1,500,000,000 and 137,398,625 shares authorized, 171,190,389 and 117,857,055 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 1,712 | 1,179 |
Preferred stock, $0.01 par value, 250,000,000 authorized, no shares issued and outstanding at March 31, 2024; no shares authorized, issued or outstanding at December 31, 2023 | ||
Additional paid-in capital | 1,788,728 | 771,336 |
Accumulated deficit | (246,069) | (200,319) |
Accumulated other comprehensive income | 23,115 | 12,544 |
Total shareholders' equity | 1,567,486 | 584,740 |
Noncontrolling interest | 518 | 670 |
Total equity | 1,568,004 | 585,410 |
Total liabilities, redeemable noncontrolling interests, and equity | $ 5,655,555 | $ 5,532,721 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Property and equipment, net of accumulated depreciation | $ 386,619 | $ 368,089 |
Common Stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 1,500,000,000 | 137,398,625 |
Common Stock, Shares, Issued | 171,190,389 | 117,857,055 |
Common Stock, shares outstanding | 171,190,389 | 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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | $ 2,576,638 | $ 2,028,378 |
Cost of goods | 1,807,100 | 1,306,981 |
Cost of services | 400,147 | 386,684 |
Gross profit | 369,391 | 334,713 |
Selling, general, and administrative expenses | 361,324 | 283,158 |
Operating income | 8,067 | 51,555 |
Loss on extinguishment of debt | 12,726 | |
Interest expense, net | 65,020 | 78,177 |
Loss before income taxes | (69,679) | (26,622) |
Income tax benefit | (23,294) | (4,346) |
Net Loss | (46,385) | (22,276) |
Net loss attributable to noncontrolling interests | (635) | (894) |
Net loss attributable to BrightSpring Health Services, Inc. and subsidiaries | $ (45,750) | $ (21,382) |
Net loss per common share (Note 12): | ||
Loss per share - basic: | $ (0.26) | $ (0.18) |
Loss per share - diluted: | $ (0.26) | $ (0.18) |
Weighted average shares outstanding: | ||
Basic | 175,531 | 117,866 |
Diluted | 175,531 | 117,866 |
Products | ||
Revenue | $ 1,977,035 | $ 1,467,002 |
Services | ||
Revenue | $ 599,603 | $ 561,376 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (46,385) | $ (22,276) | |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (146) | 3 | |
Cash flow hedges: | |||
Net change in fair value, net of tax | [1] | 17,959 | (6,352) |
Amounts reclassified to earnings, net of tax | [2] | (7,242) | (3,862) |
Total other comprehensive (loss) income, net of tax | 10,571 | (10,211) | |
Total comprehensive (loss) income | (35,814) | (32,487) | |
Comprehensive (loss) income attributable to redeemable noncontrolling interests | (483) | (894) | |
Comprehensive loss attributable to noncontrolling interest | (152) | 0 | |
Comprehensive (loss) income attributable to BrightSpring Health Services, Inc. and subsidiaries | $ (35,179) | $ (31,593) | |
[1] The income tax effects of the net change in fair value were $( 5,815 ) and $ 2,114 for the three months ended March 31, 2024 and 2023, respectively. The income tax effects of amounts reclassified to earnings were $ 2,345 and $ 1,285 for the three months ended March 31, 2024 and 2023, respectively. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Income tax effects of net change in fair value | $ (5,815) | $ 2,114 |
Income tax effects of amounts reclassified to earnings | $ 2,345 | $ 1,285 |
Condensed Consolidated Statem_4
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] | (21,382) | (21,382) | ||||
Other comprehensive income, net of tax | (10,211) | (10,211) | |||||
Share-based compensation | 450 | 450 | |||||
Shares issued under share-based compensation plan, including tax effects | 145 | 145 | |||||
Shares issued under share-based compensation plan, including tax effects, shares | 22,392 | ||||||
Balance at Mar. 31, 2023 | 723,778 | $ 1,179 | 778,716 | (67,098) | 10,981 | ||
Balance, shares at Mar. 31, 2023 | 117,883,231 | ||||||
Balance at Dec. 31, 2023 | 585,410 | $ 1,179 | 771,336 | (200,319) | 12,544 | $ 670 | |
Balance, shares at Dec. 31, 2023 | 117,857,055 | ||||||
Net loss | [1] | (45,902) | (45,750) | (152) | |||
Other comprehensive income, net of tax | 10,571 | 10,571 | |||||
Share-based compensation | 24,848 | 24,848 | |||||
Extinguishment of redeemable noncontrolling interest | 14,981 | 14,981 | |||||
Issuance of common stock on initial public offering, net of underwriting discounts and commissions and offering-related expenses | 656,485 | $ 533 | 655,952 | ||||
Issuance of common stock on initial public offering, net of underwriting discounts and commissions and offering-related expenses, shares | 53,333,334 | ||||||
Proceeds from stock purchase contract issued under tangible equity units, net of underwriting discounts and commissions | 321,611 | 321,611 | |||||
Balance at Mar. 31, 2024 | $ 1,568,004 | $ 1,712 | $ 1,788,728 | $ (246,069) | $ 23,115 | $ 518 | |
Balance, shares at Mar. 31, 2024 | 171,190,389 | ||||||
[1] Net loss to the Company for the three months ended March 31, 2024 and 2023 excludes $( 483 ) and $( 894 ), respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net loss excluding allocable redeemable noncontrolling interests | $ (483) | $ (894) |
Initial Public Offering | ||
Net of underwriting discounts and commissions | 36,800 | |
TEUs | ||
Net of underwriting discounts and commissions | $ 9,100 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (46,385) | $ (22,276) |
Adjustments to reconcile net loss to cash (used in) provided by operating activities: | ||
Total depreciation and amortization | 48,922 | 50,345 |
Impairment of long-lived assets | 1,769 | 2,209 |
Provision for credit losses | 6,622 | 6,216 |
Amortization of deferred debt issuance costs | 4,447 | 5,197 |
Share-based compensation | 24,848 | 450 |
Deferred income taxes, net | (31,732) | (13,321) |
Loss on extinguishment of debt | 12,726 | |
Loss on disposition of fixed assets | 122 | 538 |
Other | (312) | 607 |
Change in operating assets and liabilities, net of acquisitions and dispositions: | ||
Accounts receivable | (115,576) | (54,035) |
Prepaid expenses and other current assets | 8,916 | 31,076 |
Inventories | 30,485 | 69,213 |
Trade accounts payable | 21,605 | (66,966) |
Accrued expenses | (43,430) | 33,971 |
Other assets and liabilities | (1,886) | (3,328) |
Net cash (used in) provided by operating activities | (78,859) | 39,896 |
Investing activities: | ||
Purchases of property and equipment | (21,816) | (17,846) |
Acquisitions of businesses, net of cash acquired | (9,394) | |
Other | 272 | 383 |
Net cash used in investing activities | (30,938) | (17,463) |
Financing activities: | ||
Long-term debt repayments | (793,353) | (7,785) |
Proceeds from issuance of common stock on initial public offering, net | 656,485 | |
Proceeds from issuance of tangible equity units, net | 389,000 | |
Repayments of the Revolving Credit Facility, net | (50,700) | (14,300) |
Payment of debt issuance costs | (42,963) | |
Repurchase of shares of common stock | (325) | |
Shares issued under share-based compensation plan, including tax effects | 89 | |
Purchase of redeemable noncontrolling interest | (300) | |
Payment of financing lease obligations | (3,081) | (2,885) |
Net cash provided by (used in) financing activities | 154,763 | (24,881) |
Net increase (decrease) in cash and cash equivalents | 44,966 | (2,448) |
Cash and cash equivalents at beginning of year | 13,071 | 13,628 |
Cash and cash equivalents at end of year | 58,037 | 11,180 |
Supplemental disclosures of cash flow information: | ||
Interest, net | 60,282 | 72,998 |
Income taxes, net of refunds | 11,186 | 3,730 |
Supplemental schedule of non-cash investing and financing activities: | ||
Financing lease obligations | 3,004 | 2,883 |
Repurchases of common stock in accounts payable | 325 | |
Purchases of property and equipment in accounts payable | 937 | $ 3,066 |
Consideration for purchase of redeemable noncontrolling interest in accounts payable | $ 5,100 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 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 has been renamed as BrightSpring Health Services, Inc. BrightSpring Health Services, Inc. completed its initial public offering (“IPO”) of 53,333,334 shares of its common stock at a price of $ 13.00 per share and its concurrent offering of 8,000,000 6.75 % tangible equity units (“TEUs”) with a stated amount of $ 50.00 per unit in January 2024 (collectively, “the IPO Offerings”). The net proceeds from the IPO Offerings amounted to $ 656.5 million and $ 389.0 million for the common stock and TEUs, respectively, after deducting underwriting discounts and commissions, and offering-related expenses. The shares and TEUs began trading on the Nasdaq Global Select Market on January 26, 2024 under the ticker symbols “BTSG” and “BTSGU,” respectively. BrightSpring Health Services, Inc. used a portion of the net proceeds received from the IPO Offerings to repay certain indebtedness (see Note 5). Additionally, a portion of the net proceeds will be used to pay termination fees in connection with the termination of our monitoring agreement with our controlling stockholders, KKR and WBA (the “ Monitoring Agreement”) (see Note 13). The remaining proceeds were retained for general corporate purposes. In connection with the IPO Offerings, the Company also granted equity awards to management and certain other full-time employees (see Note 15). Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of BrightSpring Health Services, Inc. and its subsidiaries (“BrightSpring,” the “Company,” “we,” “us,” or “our”). The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated. We record a noncontrolling interest for the allocable portion of income or loss and comprehensive income or loss to which the noncontrolling interest holders are entitled based upon their ownership share of the affiliate. The Company determined noncontrolling interests for certain of these VIEs to be redeemable noncontrolling interests, which are presented in the unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 11. Basis of Presentation In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations, and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year. This report should be read in conjunction with our consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, which include information and disclosures not included herein. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted from the interim financial information presented, as allowed by the rules and regulations of the Securities and Exchange Commission. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable, inventory, long-lived assets, definite and indefinite-lived intangibles, derivatives, insurance reserves, stock-based compensation, and goodwill. Actual amounts may differ from these estimates. Transition Services Agreement In conjunction with the divestiture of Workforce Solutions on November 1, 2022, BrightSpring entered into a transition services agreement (“TSA”) with the buyer to provide certain transition services in exchange for service fees totaling $ 15.0 million over the 36 months following the close of the transaction. Services provided primarily include business development, finance and accounting, human resources, IT, facilities management, and compliance. For the three months ended March 31, 2024 and 2023, the Company recognized $ 1.4 million and $ 1.9 million, respectively, of other income within selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations related to services rendered under the TSA. Fair Value of Financial Instruments At March 31, 2024 and December 31, 2023, the fair value of cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these instruments. The carrying amounts of the Company’s long-term debt approximated fair value as interest rates and negotiated terms and conditions are consistent with current market rates due to the close proximity of recent refinancing transactions to the dates of these unaudited condensed consolidated financial statements. All debt classifications and interest rate swaps represent Level 2 fair value measurements. Contingent consideration, which represents future earn-outs associated with acquisitions, represents a Level 3 fair value measurement as there is little or no market data available. Refer to Note 9. Debt Issuance Costs The Company capitalizes financing fees related to acquiring or issuing new debt instruments. These expenditures include bank fees and premiums, legal costs, and filing fees. Debt issuance costs are capitalized and amortized as interest expense over the terms of the related debt using the effective interest rate method. Debt issuance costs related to term loans and specified maturity borrowings are presented as a direct reduction of the carrying value of the debt. Debt issuance costs related to revolving credit facilities and lines of credit are presented as other assets in our unaudited condensed consolidated balance sheets. 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. There were $ 3.9 million of deferred offering costs included in other assets in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2023. Government Actions to Mitigate COVID-19’s Impact On May 11, 2023, the Department of Health and Human Services declared the COVID-19 pandemic is no longer a public health emergency. Through the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program and Health Care Enhancement Act, and the Consolidated Appropriations Act, $ 178 billion of funding was authorized to be distributed to health care providers through the Provider Relief Fund (“ PRF”) in response to COVID-19. The Company received and recognized the following amounts from the PRF (in thousands): For the Three Months Ended March 31, 2024 2023 Amounts received from the Provider Relief Fund $ — $ 18,804 Amounts recognized into income $ — $ 18,804 The income recognized in the three months ended March 31, 2023 was offset directly by the expenses incurred within selling, general, and administrative expenses on our unaudited condensed consolidated statements of operations, which resulted in no net financial impact to the Company. Recently Adopted Accounting Standards There were no new accounting standards adopted during the three months ended March 31, 2024. 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 evaluating the impact to the related segment reporting disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU requires the following disclosures on an annual basis: • A tabular rate reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory tax further broken out by nature and/or jurisdiction; • Qualitative disclosure of the nature and effect of significant reconciling items by specific categories and individual jurisdictions; and • Income taxes paid (net of refunds received), broken out between federal, state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis. This ASU will have no impact on the Company’s consolidated financial condition or results of operations. The Company is currently evaluating the impact to the income tax disclosures. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 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 March 31, 2024 2023 Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 504.4 19.6 % $ 356.3 17.6 % Medicaid 187.3 7.3 % 144.4 7.1 % Medicare A 129.4 5.0 % 139.4 6.9 % Medicare B 16.9 0.7 % 13.1 0.6 % Medicare C 336.9 13.1 % 195.5 9.6 % Medicare D 756.3 29.4 % 571.1 28.2 % Private & other 45.8 1.6 % 47.2 2.3 % $ 1,977.0 76.7 % $ 1,467.0 72.3 % Provider Services For the Three Months Ended March 31, 2024 2023 Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 47.4 1.8 % $ 35.2 1.7 % Medicaid 334.5 13.0 % 319.8 15.8 % Medicare A 105.3 4.1 % 100.8 5.0 % Medicare B 6.9 0.3 % 5.4 0.3 % Medicare C 20.2 0.8 % 14.1 0.7 % Private & other 85.3 3.3 % 86.1 4.2 % $ 599.6 23.3 % $ 561.4 27.7 % Consolidated For the Three Months Ended March 31, 2024 2023 Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 551.8 21.4 % $ 391.5 19.3 % Medicaid 521.8 20.3 % 464.2 22.9 % Medicare A 234.7 9.1 % 240.2 11.9 % Medicare B 23.8 1.0 % 18.5 0.9 % Medicare C 357.1 13.9 % 209.6 10.3 % Medicare D 756.3 29.4 % 571.1 28.2 % Private & other 131.1 4.9 % 133.3 6.5 % $ 2,576.6 100.0 % $ 2,028.4 100.0 % Refer to Note 14 for the disaggregation of revenue by reportable segment. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions 2024 Acquisition During the period ended March 31, 2024, we completed one acquisition within the Pharmacy Solutions segment. We entered into the transaction on March 19, 2024, in order to expand our services and geographic offerings. Aggregate consideration for the acquisition was approximately $ 7.1 million. No cash was acquired as a part of the transaction. The operating results of the acquisition are included in our unaudited condensed consolidated financial statements from the date of the acquisition. The following table summarizes the consideration paid (in thousands) for the 2024 acquisition and the estimated fair value of the assets acquired at the acquisition date, which are adjusted for measurement-period adjustments through March 31, 2024. Inventories $ 1,449 Goodwill 1,123 Intangible assets 4,572 Aggregate purchase price $ 7,144 The Company is in the process of reviewing the fair value of the assets acquired. We have estimated the fair value of acquired customer relationships, trade names, and non-compete agreements based on the values assigned in prior acquisitions. Based on the Company’s preliminary valuations, the total estimated consideration of $ 7.1 million has been allocated to assets acquired as of the acquisition date. The estimated intangible assets consist primarily of $ 3.9 million in customer relationships, $ 0.4 million in trade names, and $ 0.3 million in covenants not to compete. Definite-lived intangible assets have an estimated weighted average useful life of 7.3 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. The above acquisition contributed approximately $ 0.8 million in revenue and $ 0.1 million in operating income during the three months ended March 31, 2024. Pro forma financial data for the 2024 acquisition has not been included as the results of the operations are not material to our unaudited condensed consolidated financial statements. During the three months ended March 31, 2024, the Company incurred approximately $ 0.2 million in transaction costs related to the completed 2024 acquisition. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations. The Company also purchased the remaining 30 % noncontrolling interest in Gateway Pediatric Therapy LLC during the first fiscal quarter of 2024. This transaction did not meet the definition of a business combination in accordance with Accounting Standards Codification 805 , Business Combinations . For further discussion, 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 date of each acquisition. 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 March 31, 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 months ended March 31, 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 $ 26.8 million in revenue and $ 0.9 million of operating income during the three months ended March 31, 2024. No 2023 acquisitions were completed during the first fiscal quarter of 2023, as such the acquisitions did no t contribute any revenue or operating income during the three months ended March 31, 2023. Pro forma financial data for 2023 acquisitions has not been included as the results of the operations are not material to our unaudited condensed consolidated financial statements. During the three months ended March 31, 2023, the Company incurred approximately $ 0.1 million in transaction costs related to 2023 acquisitions that were completed in subsequent quarters of 2023. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets A summary of changes to goodwill, by segment, is as follows (in thousands): Goodwill Pharmacy Solutions Provider Services Total Goodwill at January 1, 2024* $ 833,989 $ 1,774,423 $ 2,608,412 Goodwill added through acquisitions 1,123 — 1,123 Measurement period adjustments — ( 200 ) ( 200 ) Foreign currency adjustments — ( 107 ) ( 107 ) Goodwill at March 31, 2024* $ 835,112 $ 1,774,116 $ 2,609,228 * For the period presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $ 40.9 million. Intangible assets are as follows (in thousands): March 31, 2024 December 31, 2023 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Life Customer relationships $ 696,840 $ 357,671 $ 339,169 $ 697,947 $ 344,662 $ 353,285 5 - 20 Trade names 330,458 123,574 206,884 330,029 117,579 212,450 3 - 20 Licenses 236,757 58,616 178,141 238,682 56,022 182,660 15 - 20 Doctor/payor network 12,730 9,341 3,389 12,730 8,800 3,930 5 - 8 Covenants not to compete 13,376 9,113 4,263 13,126 8,535 4,591 2 - 7 Other intangible assets 10,949 5,199 5,750 10,949 4,809 6,140 5 - 7 Total definite-lived assets $ 1,301,110 $ 563,514 $ 737,596 $ 1,303,463 $ 540,407 $ 763,056 Licenses 118,420 — 118,420 118,420 — 118,420 Indefinite Total intangible assets $ 1,419,530 $ 563,514 $ 856,016 $ 1,421,883 $ 540,407 $ 881,476 Amortization expense for the three months ended March 31, 2024 and 2023 was $ 28.6 million and $ 30.8 million, respectively. |
Debt and Derivatives
Debt and Derivatives | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt and Derivatives | 5. Debt and Derivatives The table below summarizes the total outstanding debt of the Company (in thousands): March 31, 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 — — 8.97 % 1,189,975 First Lien Incremental Term Loan Tranche B-4 - payable to lenders 8.58 % 2,566,000 — — Second Lien - payable to lenders at SOFR plus applicable margin — — 13.97 % 450,000 Revolving Credit Loans - payable to lenders at SOFR plus 8.55 % — 9.59 % 50,000 Swingline/Base Rate - payable to lenders at ABR plus 10.75 % — 11.75 % 700 Amortizing Notes (1) 69,294 — Notes payable and other 4,338 4,356 Total debt 2,639,632 3,414,391 Less: debt issuance costs, net 75,823 50,177 Total debt, net of debt issuance costs 2,563,809 3,364,214 Less: current portion of long-term debt 48,670 32,273 Total long-term debt $ 2,515,139 $ 3,331,941 (1) See Note 6 for discussion of Amortizing Notes. The following discussion summarizes the debt agreements and related modifications for the three months ended March 31, 2024 and the year ended December 31, 2023. We were in compliance with all applicable financial debt covenants at March 31, 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, commencing 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, i n 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 M aturity Date of J une 30, 202 8 . The total borrowing capacity under the Revolver was $ 475.0 million as of March 31, 2024 and December 31, 2023. As of March 31, 2024, the Company had no borrowings outstanding under the Revolver and $ 7.8 million of letters of credit, reducing the available borrowing capacity to approximately $ 467.2 million. As of December 31, 2023, the Company had $ 50.7 million of borrowings outstanding under the Revolver and $ 6.6 million of letters of credit reducing the available borrowing capacity to approximately $ 417.7 million. The Company’s First Lien also provides for an additional $ 55.0 million of letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. As of March 31, 2024 and 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 incur red a loss on extinguishment of debt of $ 12.7 million related to the write-off of unamortized debt issuance costs. 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 March 31, 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 September 30, 2022 through September 30, 2025 450,000,000 3.5241 % The fair value of the interest rate swaps as of March 31, 2024 and December 31, 2023 was $ 39.1 million and $ 24.9 million, respectively, and is reflected in other assets in the unaudited condensed consolidated balance sheets. Amounts reported in accumulated other comprehensive income (“AOCI”) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Interest received, including payments made or received under the cash flow hedges, was $ 9.6 million and $ 5.1 million for the three months ended March 31, 2024 and 2023, respectively. The Company expects approximately $ 29.4 million of pre-tax gains to be reclassified out of AOCI into earnings within the next twelve months. The repayments on and modification of First Lien borrowings and extinguishment of the Second Lien Facility in the first fiscal quarter of 2024 did not impact the effectiveness of the cash flow hedge arrangements outstanding as of March 31, 2024. |
Tangible Equity Units
Tangible Equity Units | 3 Months Ended |
Mar. 31, 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 will be $ 0.8531 per Amortizing Note. In the aggregate, the annual quarterly cash installments will be the equivalent of 6.75 % per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note, each of which is considered a freestanding financial instrument. The Amortizing Notes will rank equally in right of payment with all other existing and future unsecured senior indebtedness and will rank senior to all of our existing and future indebtedness, if any, that is subordinated to the Amortizing Notes. At any time prior to the second scheduled trading day immediately preceding February 1, 2027, a holder may elect to settle its Purchase Contract early, in whole or in part, at an early settlement rate equal to the minimum settlement rate. The Company has the right to settle the Purchase Contracts on or after November 1, 2024, in whole but not in part, on a date fixed by it at an early mandatory settlement rate equal to the maximum settlement rate, subject to certain exceptions. The value allocated to the Purchase Contract is reflected net of issuance costs in additional paid-in capital. The value allocated to the Amortizing Notes is reflected in long-term debt in the unaudited condensed consolidated balance sheet, with payments expected in the next twelve months reflected in current portion of long-term debt. Issuance costs related to the Amortizing Notes are reflected as a reduction of the carrying amount and will be amortized through the maturity date using the effective interest rate method. The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the respective components of each TEU as follows (in thousands, except per unit values): Equity Component Debt Component Total Fair value per unit $ 41.3382 $ 8.6618 $ 50.00 Gross proceeds $ 330,706 $ 69,294 $ 400,000 Less: issuance costs 9,095 1,905 11,000 Net proceeds $ 321,611 $ 67,389 $ 389,000 Unless settled earlier at the holder’s option or at the Company's election, each Purchase Contract will, subject to postponement in certain limited circumstances, automatically settle on February 1, 2027 for a number of shares of our common stock, subject to certain anti-dilution adjustments, based upon the 20-day volume-weighted average price ( “VWAP”) of our common stock as follows: VWAP of BTSG Common Stock Common Stock Issued Greater than $ 15.28 3.2733 shares (minimum settlement rate) Equal to or less than $ 15.28 but greater than or equal to $ 13.00 $ 50 divided by VWAP Less than $ 13.00 3.8461 shares (maximum settlement rate) The Purchase Contracts are mandatorily convertible into a minimum of 26.2 million shares or a maximum of 30.8 million shares of our common stock on the mandatory settlement date (unless redeemed by us or settled earlier at the unit holder's option). The 26.2 million minimum shares are included in the calculation of basic weighted average shares outstanding. The difference between the minimum and maximum shares represents potentially dilutive securities, which are included in the calculation of diluted weighted average shares outstanding to the extent that the average applicable market value is equal to or greater than $ 13.00 but is less than or equal to $ 15.28 during the period. See Note 12. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The provision for income taxes is attributable to U.S federal, state, and foreign income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur. A reconciliation of the Company’s effective tax rate is as follows: For the Three Months Ended March 31, 2024 2023 Estimated annual effective tax rate before discrete items 40.3 % 17.4 % Discrete items recognized ( 6.9 )% ( 1.1 )% Effective tax rate recognized in the statements of operations 33.4 % 16.3 % During the three months ended March 31, 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 after the IPO Offerings, which were completed in January 2024. The discrete tax expense for the three months ended March 31, 2024 primarily relates to additional legal settlement accruals recorded in the period, which are not expected to be deductible for tax purposes. See Note 10 for further discussion. The Company’s effective tax rate for the three months ended March 31, 2023 was lower than the U.S. federal income tax rate, primarily as a result of the favorable impact of job credits as a percentage of estimated annual pre-tax book income. |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 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): March 31, 2024 December 31, 2023 Non-trade receivables $ 55,952 $ 67,126 Rebate receivable 48,849 41,791 Inventory returns receivable 14,314 15,300 Prepaid insurance 12,149 13,206 Prepaid maintenance 4,554 3,619 Income tax receivable 422 4,935 Other prepaid expenses and current assets 14,211 13,190 Total prepaid expenses and other current assets $ 150,451 $ 159,167 Other assets consist of the following (in thousands): March 31, 2024 December 31, 2023 Interest rate swaps $ 39,134 $ 24,947 Notes receivable 9,358 7,840 Cloud computing 8,754 9,453 Insurance recoveries 8,023 8,509 Deposits 6,923 7,137 Deferred debt issuance costs 2,999 3,349 Equity method investments 689 720 Deferred offering costs — 3,850 Other assets 8,705 7,033 Total other assets $ 84,585 $ 72,838 Accrued expenses consist of the following (in thousands): March 31, 2024 December 31, 2023 Wages and payroll taxes $ 124,088 $ 127,707 Legal settlements and professional fees 115,644 114,677 Compensated absences 34,873 32,085 Automobile insurance reserves 27,598 27,381 Deferred revenue 25,856 30,848 Recoupment fees 24,949 36,071 Workers compensation insurance reserves 21,299 22,480 Health insurance reserves 12,401 13,452 Taxes other than income taxes 7,836 9,305 General and professional liability insurance reserves 3,724 22,738 Interest 3,504 3,125 Contingent consideration 2,650 2,650 Checks in excess of cash balance 609 9,018 Other 46,754 40,826 Total accrued expenses $ 451,785 $ 492,363 Long-term liabilities consist of the following (in thousands): March 31, 2024 December 31, 2023 Workers compensation insurance reserves $ 28,635 $ 30,514 General and professional liability insurance reserves 28,221 28,350 Legal settlements and professional fees 10,000 10,000 Automobile insurance reserves 8,526 8,526 Employee incentives 4,082 5,189 Contingent consideration 2,001 2,681 Deferred gain 1,283 1,346 Other 5,733 5,337 Total long-term liabilities $ 88,481 $ 91,943 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 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: A. Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. B. Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost). C. 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 at March 31, 2024 are set forth in the table below (in thousands): Asset/ Level 1 Level 2 Level 3 Valuation Interest rate swaps $ 39,134 $ — $ 39,134 $ — A Contingent consideration $ ( 4,651 ) $ — $ — $ ( 4,651 ) C The financial assets or liabilities recorded at fair value on a recurring basis at December 31, 2023 are set forth in the table below (in thousands): Asset/ Level 1 Level 2 Level 3 Valuation Interest rate swaps $ 24,947 $ — $ 24,947 $ — A Contingent consideration $ ( 5,331 ) $ — $ — $ ( 5,331 ) C The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves, and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, refer to Note 5. The contingent consideration represents future earn-outs associated with acquisitions. Contingent consideration liabilities are recognized as part of the purchase price at the estimated fair value on the acquisition date. The fair values of the liabilities associated with the contingent consideration were derived using the income approach with unobservable inputs, which included future earnings forecasts and present value assumptions, and there was little or no market data (Level 3). The Company will re-assess the fair values on each reporting period thereafter until settlement. These liabilities are classified as accrued expenses and long-term liabilities in our accompanying unaudited condensed consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 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. The parties are in the process of negotiating a final settlement agreement, which is subject to the approval of the United States Department of Justice and the District Court. It is anticipated that settlement, provided the United States Department of Justice and District Court approve, will be finalized in or around the second fiscal quarter of 2024. The estimated financial impact of the settlement is $ 120.0 million; $ 110.0 million is included in accrued expenses and $ 10.0 million in long-term liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2024. As of December 31, 2023 the estimated financial impact of the settlement was $ 115.0 million, $ 105.0 mill ion of which was included in accrued expenses and $ 10.0 million in long term liabilities in the unaudited condensed consolidated balance sheet. 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. Other than the Silver matter discussed above, 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. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | 11. Redeemable Noncontrolling Interests The Company has a 60 % ownership interest in SHC Medical Partners LLC (“Abode Care Partners”) and a 55 % ownership interest in Harvest Grove LTC LLC (“Harvest Grove”) each of which meets the definition of a VIE. The Company is deemed to be the primary beneficiary of these VIEs because it possesses the power to direct activities of the VIEs that most significantly impact their economic performance and has the obligation to absorb losses or the right to receive benefits from the VIEs that are significant to them. Through a management agreement with the respective entities, we manage and handle all day-to-day operating decisions for Abode Care Partners and Harvest Grove. The terms of the agreements prohibit us from using the assets of each entity to satisfy the obligations of other entities. The combined assets of the entities, excluding goodwill and intangible assets, are insignificant to the Company’s unaudited condensed consolidated balance sheets. The respective joint venture agreements contain both a put option for the minority partners and a call option for the Company, requiring or allowing the Company, in certain circumstances, to purchase the partners’ remaining interest in the joint ventures at a price based on predetermined earnings multiples. Each of these options is to be triggered upon the occurrence of specified events and/or upon the passage of time. The Company calculates the redemption amount related to the Abode Care Partners and Harvest Grove options using a Monte Carlo simulation and records the amount, if any, by which the redemption amount exceeds the carrying value as a charge to accumulated deficit. The total redeemable noncontrolling interest associated with Abode Care Partners was $ 5.2 million and $ 5.5 million as of March 31, 2024 and December 31, 2023, respectively. There was no change in the recorded redemption amount for Abode Care Partners for the three months ended March 31, 2024 or 2023. The total redeemable noncontrolling interest associated with Harvest Grove was $ 1.1 million and $ 1.0 million as of March 31, 2024 and December 31, 2023, respectively. There was no change in the recorded redemption amount for Harvest Grove for the three months ended March 31, 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, $ 0.3 million of which was paid during the first fiscal quarter of 2024. The remaining $ 5.1 million is recorded in trade accounts payable in the unaudited condensed consolidated balance sheet as of March 31, 2024. As of March 31, 2024, the Company owns 100 % of common stock in Gateway. 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 Decem ber 31, 2023. The difference between cash consideration for the purchase of noncontrolling interest and the redeemable noncontrolling interest recorded in the unaudited condensed consolidated balance sheet of $ 15.0 million was recognized in additional paid-in capital as of the purchase date. The following table summarizes the changes in the carrying value of the Company’s redeemable noncontrolling interest (in thousands): Balance at December 31, 2023 $ 27,139 Extinguishment of redeemable noncontrolling interest ( 14,981 ) Purchase of redeemable noncontrolling interest ( 5,400 ) Net loss attributable to redeemable noncontrolling interests ( 483 ) Balance at March 31, 2024 $ 6,275 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. Earnings Per Share Basic net (loss) earnings per share of common stock is calculated by dividing net (loss) income attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net (loss) earnings 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 earnings per share calculation using the treasury stock method for the three months ended March 31, 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 earnings per share calculation using the treasury stock method for the three months ended March 31, 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 earnings per share calculation using the treasury stock method, if dilutive. For the three months ended March 31, 2024, the TEUs were assumed to be outstanding at the minimum settlement amount for weighted-average shares for basic earnings per share. For diluted earnings per share, 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 loss per share attributable to common shareholders (in thousands, except per share amounts): For the Three Months Ended March 31, 2024 2023 Basic net loss per share Numerator Net loss $ ( 46,385 ) $ ( 22,276 ) Net loss attributable to noncontrolling interests ( 635 ) ( 894 ) Net loss attributable to common shareholders $ ( 45,750 ) $ ( 21,382 ) Denominator Basic weighted-average common shares outstanding 175,531 117,866 Basic net loss per share $ ( 0.26 ) $ ( 0.18 ) Diluted weighted-average common shares outstanding 175,531 117,866 Diluted net loss per share $ ( 0.26 ) $ ( 0.18 ) 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 March 31, 2024 2023 Stock options 15,583 7,085 RSUs 4,037 — TEUs 4,582 — Total 24,202 7,085 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 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 Company recognized $ 0.7 million and $ 1.4 million in monitoring and advisory fees for the three months ended March 31, 2024 and 2023, respectively, as a component of selling, general, and administrative expenses in our accompanying unaudited condensed consolidated statements of operations. The Monitoring Agreement terminated upon the completion of the IPO Offerings in January 2024. As a result, the Company will pay $ 22.7 million in termination fees to KKR and WBA in accordance with the terms of the Monitoring Agreement. As of March 31, 2024, the termination fees were included in trade accounts payable in our unaudited condensed consolidated balance sheet and as selling, general, and administrative expense in our unaudited condensed consolidated statement of operations. KKR Capital Markets LLC, 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. There were no similar fees paid to KKR Capital Markets LLC during the three months ended March 31, 2023. KKR Capital Markets LLC also acted as an underwriter in the IPO Offerings and received $ 7.4 million in underwriting discounts and commissions. 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. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information Our CODM evaluates the performance of our segments and allocates resources to them based on segment EBITDA. Segment assets are not reviewed by the Company’s CODM and, therefore, are not disclosed. Insignificant amounts of revenue and costs of goods and services may be recorded at the corporate level and are not attributable to a particular segment. Unallocated selling, general, and administrative expenses are those costs for functions performed in a centralized manner and therefore are not attributable to a particular segment. These costs include accounting, finance, human resources, legal, information technology, corporate office support, and overall corporate management. The following tables set forth information about the Company’s reportable segments, along with the items necessary to reconcile the segment information to the totals reported in the Company’s unaudited condensed consolidated statements of operations as follows (in thousands): For the Three Months Ended March 31, 2024 Pharmacy Solutions Provider Services Total Revenues $ 1,977,035 599,603 $ 2,576,638 Cost of goods and services (1) 1,807,100 400,147 2,207,247 Total depreciation and amortization (2) 27,249 15,428 42,677 Segment EBITDA $ 88,174 81,912 $ 170,086 For the Three Months Ended March 31, 2023 Pharmacy Solutions Provider Services Total Revenues $ 1,467,002 561,376 $ 2,028,378 Cost of goods and services (1) 1,306,981 386,684 1,693,665 Total depreciation and amortization (2) 28,578 16,229 44,807 Segment EBITDA $ 82,322 65,305 $ 147,627 (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 cost of services For the Three Months Ended March 31, 2024 2023 Segment reconciliation: Total Segment EBITDA $ 170,086 $ 147,627 Selling, general, and administrative expenses not allocated at segment level 113,097 45,727 Depreciation and amortization 48,922 50,345 Operating income 8,067 51,555 Loss on extinguishment of debt 12,726 — Interest expense, net 65,020 78,177 Loss before income taxes $ ( 69,679 ) $ ( 26,622 ) |
Common Stock, Preferred Stock,
Common Stock, Preferred Stock, and Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Compensation Related Costs [Abstract] | |
Common Stock, Preferred Stock, and Share-Based Compensation | 15. Common Stock, Preferred Stock, and Share-Based Compensation Common Stock and Preferred Stock The Company’s Board of Directors approved a 15.7027 -for-one stock split of the Company’s common stock on January 24, 2024. The stock split became effective on January 25, 2024. The par value per share of the Company’s common stock remained unchanged at $ 0.01 per share, and the authorized shares of the Company’s common stock was increased from 8,750,000 to 137,398,625 . Upon completion of the IPO Offerings in January 2024, the Company's Board of Directors approved an amendment to our articles of incorporation to authorize 1,500,000,000 and 250,000,000 shares of common stock and preferred stock, respectively, each with a par value of $ 0.01 per share. Share-Based Compensation Upon completion of the IPO and included in the results for the three months ended March 31, 2024, the Company recognized $ 8.1 million of costs related to new equity awards granted to management under the 2024 Stock Plan. Additionally, the performance condition was satisfied for the Tier I and Tier II performance-vesting options under the 2017 Stock Plan upon completion of the IPO which resulted in $ 15.0 million of previously unrecognized share-based compensation expense being recognized in the three months ended March 31, 2024. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 | Basis of Presentation In our opinion, 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 | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable, inventory, long-lived assets, definite and indefinite-lived intangibles, derivatives, insurance reserves, stock-based compensation, and goodwill. Actual amounts may differ from these estimates. |
Transition Services Agreement | Transition Services Agreement In conjunction with the divestiture of Workforce Solutions on November 1, 2022, BrightSpring entered into a transition services agreement (“TSA”) with the buyer to provide certain transition services in exchange for service fees totaling $ 15.0 million over the 36 months following the close of the transaction. Services provided primarily include business development, finance and accounting, human resources, IT, facilities management, and compliance. For the three months ended March 31, 2024 and 2023, the Company recognized $ 1.4 million and $ 1.9 million, respectively, of other income within selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations related to services rendered under the TSA. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments At March 31, 2024 and December 31, 2023, the fair value of cash and cash equivalents, accounts receivable, trade accounts payable, and accrued expenses approximated their carrying values because of the short-term nature of these instruments. The carrying amounts of the Company’s long-term debt approximated fair value as interest rates and negotiated terms and conditions are consistent with current market rates due to the close proximity of recent refinancing transactions to the dates of these unaudited condensed consolidated financial statements. All debt classifications and interest rate swaps represent Level 2 fair value measurements. Contingent consideration, which represents future earn-outs associated with acquisitions, represents a Level 3 fair value measurement as there is little or no market data available. Refer to Note 9. |
Debt Issuance Costs | Debt Issuance Costs The Company capitalizes financing fees related to acquiring or issuing new debt instruments. These expenditures include bank fees and premiums, legal costs, and filing fees. Debt issuance costs are capitalized and amortized as interest expense over the terms of the related debt using the effective interest rate method. Debt issuance costs related to term loans and specified maturity borrowings are presented as a direct reduction of the carrying value of the debt. Debt issuance costs related to revolving credit facilities and lines of credit are presented as other assets in our unaudited condensed consolidated balance sheets. |
Deferred Offering Costs | 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. There were $ 3.9 million of deferred offering costs included in other assets in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2023. |
Government Actions to Mitigate COVID-19's Impact | Government Actions to Mitigate COVID-19’s Impact On May 11, 2023, the Department of Health and Human Services declared the COVID-19 pandemic is no longer a public health emergency. Through the Coronavirus Aid, Relief, and Economic Security Act, the Paycheck Protection Program and Health Care Enhancement Act, and the Consolidated Appropriations Act, $ 178 billion of funding was authorized to be distributed to health care providers through the Provider Relief Fund (“ PRF”) in response to COVID-19. The Company received and recognized the following amounts from the PRF (in thousands): For the Three Months Ended March 31, 2024 2023 Amounts received from the Provider Relief Fund $ — $ 18,804 Amounts recognized into income $ — $ 18,804 The income recognized in the three months ended March 31, 2023 was offset directly by the expenses incurred within selling, general, and administrative expenses on our unaudited condensed consolidated statements of operations, which resulted in no net financial impact to the Company. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards There were no new accounting standards adopted during the three months ended March 31, 2024. Recently Issued Accounting Standards |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 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 Three Months Ended March 31, 2024 2023 Amounts received from the Provider Relief Fund $ — $ 18,804 Amounts recognized into income $ — $ 18,804 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 2023 Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 504.4 19.6 % $ 356.3 17.6 % Medicaid 187.3 7.3 % 144.4 7.1 % Medicare A 129.4 5.0 % 139.4 6.9 % Medicare B 16.9 0.7 % 13.1 0.6 % Medicare C 336.9 13.1 % 195.5 9.6 % Medicare D 756.3 29.4 % 571.1 28.2 % Private & other 45.8 1.6 % 47.2 2.3 % $ 1,977.0 76.7 % $ 1,467.0 72.3 % Provider Services For the Three Months Ended March 31, 2024 2023 Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 47.4 1.8 % $ 35.2 1.7 % Medicaid 334.5 13.0 % 319.8 15.8 % Medicare A 105.3 4.1 % 100.8 5.0 % Medicare B 6.9 0.3 % 5.4 0.3 % Medicare C 20.2 0.8 % 14.1 0.7 % Private & other 85.3 3.3 % 86.1 4.2 % $ 599.6 23.3 % $ 561.4 27.7 % Consolidated For the Three Months Ended March 31, 2024 2023 Revenue % of Revenue Revenue % of Revenue Commercial insurance $ 551.8 21.4 % $ 391.5 19.3 % Medicaid 521.8 20.3 % 464.2 22.9 % Medicare A 234.7 9.1 % 240.2 11.9 % Medicare B 23.8 1.0 % 18.5 0.9 % Medicare C 357.1 13.9 % 209.6 10.3 % Medicare D 756.3 29.4 % 571.1 28.2 % Private & other 131.1 4.9 % 133.3 6.5 % $ 2,576.6 100.0 % $ 2,028.4 100.0 % |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Schedule of Consideration Paid for Acquisitions and Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid (in thousands) for the 2024 acquisition and the estimated fair value of the assets acquired at the acquisition date, which are adjusted for measurement-period adjustments through March 31, 2024. Inventories $ 1,449 Goodwill 1,123 Intangible assets 4,572 Aggregate purchase price $ 7,144 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 March 31, 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 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 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 1,123 — 1,123 Measurement period adjustments — ( 200 ) ( 200 ) Foreign currency adjustments — ( 107 ) ( 107 ) Goodwill at March 31, 2024* $ 835,112 $ 1,774,116 $ 2,609,228 * For the period presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $ 40.9 million. |
Schedule of Intangible Assets | Intangible assets are as follows (in thousands): March 31, 2024 December 31, 2023 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Life Customer relationships $ 696,840 $ 357,671 $ 339,169 $ 697,947 $ 344,662 $ 353,285 5 - 20 Trade names 330,458 123,574 206,884 330,029 117,579 212,450 3 - 20 Licenses 236,757 58,616 178,141 238,682 56,022 182,660 15 - 20 Doctor/payor network 12,730 9,341 3,389 12,730 8,800 3,930 5 - 8 Covenants not to compete 13,376 9,113 4,263 13,126 8,535 4,591 2 - 7 Other intangible assets 10,949 5,199 5,750 10,949 4,809 6,140 5 - 7 Total definite-lived assets $ 1,301,110 $ 563,514 $ 737,596 $ 1,303,463 $ 540,407 $ 763,056 Licenses 118,420 — 118,420 118,420 — 118,420 Indefinite Total intangible assets $ 1,419,530 $ 563,514 $ 856,016 $ 1,421,883 $ 540,407 $ 881,476 |
Debt and Derivatives (Tables)
Debt and Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Total Outstanding Debt | The table below summarizes the total outstanding debt of the Company (in thousands): March 31, 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 — — 8.97 % 1,189,975 First Lien Incremental Term Loan Tranche B-4 - payable to lenders 8.58 % 2,566,000 — — Second Lien - payable to lenders at SOFR plus applicable margin — — 13.97 % 450,000 Revolving Credit Loans - payable to lenders at SOFR plus 8.55 % — 9.59 % 50,000 Swingline/Base Rate - payable to lenders at ABR plus 10.75 % — 11.75 % 700 Amortizing Notes (1) 69,294 — Notes payable and other 4,338 4,356 Total debt 2,639,632 3,414,391 Less: debt issuance costs, net 75,823 50,177 Total debt, net of debt issuance costs 2,563,809 3,364,214 Less: current portion of long-term debt 48,670 32,273 Total long-term debt $ 2,515,139 $ 3,331,941 (1) See Note 6 for discussion of Amortizing Notes. |
Schedule of Interest Rate Swap with Notional Value | As of March 31, 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 September 30, 2022 through September 30, 2025 450,000,000 3.5241 % |
Tangible Equity Units (Tables)
Tangible Equity Units (Tables) | 3 Months Ended |
Mar. 31, 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) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 2023 Estimated annual effective tax rate before discrete items 40.3 % 17.4 % Discrete items recognized ( 6.9 )% ( 1.1 )% Effective tax rate recognized in the statements of operations 33.4 % 16.3 % |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 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): March 31, 2024 December 31, 2023 Non-trade receivables $ 55,952 $ 67,126 Rebate receivable 48,849 41,791 Inventory returns receivable 14,314 15,300 Prepaid insurance 12,149 13,206 Prepaid maintenance 4,554 3,619 Income tax receivable 422 4,935 Other prepaid expenses and current assets 14,211 13,190 Total prepaid expenses and other current assets $ 150,451 $ 159,167 |
Schedule of Other Assets | Other assets consist of the following (in thousands): March 31, 2024 December 31, 2023 Interest rate swaps $ 39,134 $ 24,947 Notes receivable 9,358 7,840 Cloud computing 8,754 9,453 Insurance recoveries 8,023 8,509 Deposits 6,923 7,137 Deferred debt issuance costs 2,999 3,349 Equity method investments 689 720 Deferred offering costs — 3,850 Other assets 8,705 7,033 Total other assets $ 84,585 $ 72,838 |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): March 31, 2024 December 31, 2023 Wages and payroll taxes $ 124,088 $ 127,707 Legal settlements and professional fees 115,644 114,677 Compensated absences 34,873 32,085 Automobile insurance reserves 27,598 27,381 Deferred revenue 25,856 30,848 Recoupment fees 24,949 36,071 Workers compensation insurance reserves 21,299 22,480 Health insurance reserves 12,401 13,452 Taxes other than income taxes 7,836 9,305 General and professional liability insurance reserves 3,724 22,738 Interest 3,504 3,125 Contingent consideration 2,650 2,650 Checks in excess of cash balance 609 9,018 Other 46,754 40,826 Total accrued expenses $ 451,785 $ 492,363 |
Schedule of Long-Term Liabilities | Long-term liabilities consist of the following (in thousands): March 31, 2024 December 31, 2023 Workers compensation insurance reserves $ 28,635 $ 30,514 General and professional liability insurance reserves 28,221 28,350 Legal settlements and professional fees 10,000 10,000 Automobile insurance reserves 8,526 8,526 Employee incentives 4,082 5,189 Contingent consideration 2,001 2,681 Deferred gain 1,283 1,346 Other 5,733 5,337 Total long-term liabilities $ 88,481 $ 91,943 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 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 at March 31, 2024 are set forth in the table below (in thousands): Asset/ Level 1 Level 2 Level 3 Valuation Interest rate swaps $ 39,134 $ — $ 39,134 $ — A Contingent consideration $ ( 4,651 ) $ — $ — $ ( 4,651 ) C The financial assets or liabilities recorded at fair value on a recurring basis at December 31, 2023 are set forth in the table below (in thousands): Asset/ Level 1 Level 2 Level 3 Valuation Interest rate swaps $ 24,947 $ — $ 24,947 $ — A Contingent consideration $ ( 5,331 ) $ — $ — $ ( 5,331 ) C |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Noncontrolling Interest [Abstract] | |
Summary of Changes in Carrying Value of Redeemable Noncontrolling Interest | The following table summarizes the changes in the carrying value of the Company’s redeemable noncontrolling interest (in thousands): Balance at December 31, 2023 $ 27,139 Extinguishment of redeemable noncontrolling interest ( 14,981 ) Purchase of redeemable noncontrolling interest ( 5,400 ) Net loss attributable to redeemable noncontrolling interests ( 483 ) Balance at March 31, 2024 $ 6,275 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 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 loss per share attributable to common shareholders (in thousands, except per share amounts): For the Three Months Ended March 31, 2024 2023 Basic net loss per share Numerator Net loss $ ( 46,385 ) $ ( 22,276 ) Net loss attributable to noncontrolling interests ( 635 ) ( 894 ) Net loss attributable to common shareholders $ ( 45,750 ) $ ( 21,382 ) Denominator Basic weighted-average common shares outstanding 175,531 117,866 Basic net loss per share $ ( 0.26 ) $ ( 0.18 ) Diluted weighted-average common shares outstanding 175,531 117,866 Diluted net loss per share $ ( 0.26 ) $ ( 0.18 ) |
Summary of Shares Excluded from Computation of Diluted Net (Loss) Income Per Share | 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 March 31, 2024 2023 Stock options 15,583 7,085 RSUs 4,037 — TEUs 4,582 — Total 24,202 7,085 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2024 Pharmacy Solutions Provider Services Total Revenues $ 1,977,035 599,603 $ 2,576,638 Cost of goods and services (1) 1,807,100 400,147 2,207,247 Total depreciation and amortization (2) 27,249 15,428 42,677 Segment EBITDA $ 88,174 81,912 $ 170,086 For the Three Months Ended March 31, 2023 Pharmacy Solutions Provider Services Total Revenues $ 1,467,002 561,376 $ 2,028,378 Cost of goods and services (1) 1,306,981 386,684 1,693,665 Total depreciation and amortization (2) 28,578 16,229 44,807 Segment EBITDA $ 82,322 65,305 $ 147,627 (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 cost of services For the Three Months Ended March 31, 2024 2023 Segment reconciliation: Total Segment EBITDA $ 170,086 $ 147,627 Selling, general, and administrative expenses not allocated at segment level 113,097 45,727 Depreciation and amortization 48,922 50,345 Operating income 8,067 51,555 Loss on extinguishment of debt 12,726 — Interest expense, net 65,020 78,177 Loss before income taxes $ ( 69,679 ) $ ( 26,622 ) |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2024 USD ($) Unit $ / shares $ / Unit shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | 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 | |||
Service fees | $ 15,000 | |||
Service period | 36 months | |||
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 | |||
Selling, General, and Administrative Expenses | ||||
Summary Of Significant Accounting Policy [Line Items] | ||||
Other income | $ 1,400 | $ 1,900 |
Significant Accounting Polici_5
Significant Accounting Policies - Summary of amount received and recognized from PRF (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounting Policies [Abstract] | |
Amounts received from the Provider Relief Fund | $ 18,804 |
Amounts Recognized Into Income | $ 18,804 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 Customer | |
Customer Concentration Risk | Revenue | |
Product Information [Line Items] | |
Number of customer whose revenue was 10% or more of consolidated revenue | 0 |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Payor Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 2,576,638 | $ 2,028,378 |
Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 551,800 | 391,500 |
Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 521,800 | 464,200 |
Medicare A | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 234,700 | 240,200 |
Medicare B | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 23,800 | 18,500 |
Medicare C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 357,100 | 209,600 |
Medicare D | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 756,300 | 571,100 |
Private and Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 131,100 | 133,300 |
Pharmacy Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,977,000 | 1,467,000 |
Pharmacy Solutions | Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 504,400 | 356,300 |
Pharmacy Solutions | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 187,300 | 144,400 |
Pharmacy Solutions | Medicare A | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 129,400 | 139,400 |
Pharmacy Solutions | Medicare B | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 16,900 | 13,100 |
Pharmacy Solutions | Medicare C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 336,900 | 195,500 |
Pharmacy Solutions | Medicare D | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 756,300 | 571,100 |
Pharmacy Solutions | Private and Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 45,800 | 47,200 |
Provider Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 599,600 | 561,400 |
Provider Services | Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 47,400 | 35,200 |
Provider Services | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 334,500 | 319,800 |
Provider Services | Medicare A | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 105,300 | 100,800 |
Provider Services | Medicare B | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 6,900 | 5,400 |
Provider Services | Medicare C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 20,200 | 14,100 |
Provider Services | Private and Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 85,300 | $ 86,100 |
Product Concentration Risk | Revenue | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 100% | 100% |
Product Concentration Risk | Revenue | Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 21.40% | 19.30% |
Product Concentration Risk | Revenue | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 20.30% | 22.90% |
Product Concentration Risk | Revenue | Medicare A | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 9.10% | 11.90% |
Product Concentration Risk | Revenue | Medicare B | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 1% | 0.90% |
Product Concentration Risk | Revenue | Medicare C | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 13.90% | 10.30% |
Product Concentration Risk | Revenue | Medicare D | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 29.40% | 28.20% |
Product Concentration Risk | Revenue | Private and Other | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 4.90% | 6.50% |
Product Concentration Risk | Revenue | Pharmacy Solutions | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 76.70% | 72.30% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 19.60% | 17.60% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 7.30% | 7.10% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Medicare A | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 5% | 6.90% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Medicare B | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 0.70% | 0.60% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Medicare C | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 13.10% | 9.60% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Medicare D | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 29.40% | 28.20% |
Product Concentration Risk | Revenue | Pharmacy Solutions | Private and Other | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 1.60% | 2.30% |
Product Concentration Risk | Revenue | Provider Services | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 23.30% | 27.70% |
Product Concentration Risk | Revenue | Provider Services | Commercial Insurance | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 1.80% | 1.70% |
Product Concentration Risk | Revenue | Provider Services | Medicaid | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 13% | 15.80% |
Product Concentration Risk | Revenue | Provider Services | Medicare A | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 4.10% | 5% |
Product Concentration Risk | Revenue | Provider Services | Medicare B | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 0.30% | 0.30% |
Product Concentration Risk | Revenue | Provider Services | Medicare C | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 0.80% | 0.70% |
Product Concentration Risk | Revenue | Provider Services | Private and Other | ||
Disaggregation of Revenue [Line Items] | ||
% of Revenue | 3.30% | 4.20% |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Paid for Acquisitions and Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 2,609,228 | $ 2,608,412 |
2023 Acquisitions | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 2,500 | |
Inventories | 919 | |
Property and equipment | 450 | |
Goodwill | 31,494 | |
Intangible assets | 37,914 | |
Operating lease right-of-use assets | 530 | |
Accrued expenses | 200 | |
Current portion of obligations under operating leases | 207 | |
Obligations under operating leases, net of current portion | 323 | |
Aggregate purchase price | 73,077 | $ 73,100 |
2024 Acquisition | ||
Business Acquisition [Line Items] | ||
Inventories | 1,449 | |
Goodwill | 1,123 | |
Intangible assets | 4,572 | |
Aggregate purchase price | $ 7,144 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 USD ($) Acquisitions | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) Acquisitions | |
Gateway Pediatric Therapy LLC | |||
Business Acquisition [Line Items] | |||
Redeemed noncontrolling interest percentage | 30% | ||
2024 Acquisition | |||
Business Acquisition [Line Items] | |||
Consideration transferred to asset acquired | $ 7,144,000 | ||
Definite-lived intangible assets estimated weighted average useful life | 7 years 3 months 18 days | ||
Transaction costs | $ 200,000 | ||
Cash acquired from acquisition | 0 | ||
Proforma revenue | 800,000 | ||
Proforma operating income | 100,000 | ||
2024 Acquisition | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Estimated intangible assets | 3,900,000 | ||
2024 Acquisition | Trade Names | |||
Business Acquisition [Line Items] | |||
Estimated intangible assets | 400,000 | ||
2024 Acquisition | Covenants Not to Compete | |||
Business Acquisition [Line Items] | |||
Estimated intangible assets | $ 300,000 | ||
2024 Acquisition | Pharmacy Solutions | |||
Business Acquisition [Line Items] | |||
Number of businesses acquired | Acquisitions | 1 | ||
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 | ||
Transaction costs | $ 100,000 | ||
Cash acquired from acquisition | $ 0 | ||
Proforma revenue | $ 26,800,000 | 0 | |
Proforma operating income | 900,000 | $ 0 | |
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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes to Goodwill, by Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | $ 2,608,412 |
Goodwill added through acquisitions | 1,123 |
Measurement period adjustments | (200) |
Foreign currency adjustments | (107) |
Goodwill, Ending balance | 2,609,228 |
Pharmacy Solutions | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 833,989 |
Goodwill added through acquisitions | 1,123 |
Goodwill, Ending balance | 835,112 |
Provider Services | |
Goodwill [Line Items] | |
Goodwill, Beginning balance | 1,774,423 |
Measurement period adjustments | (200) |
Foreign currency adjustments | (107) |
Goodwill, Ending balance | $ 1,774,116 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Changes to Goodwill (Parenthetical) (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Accumulated impairment losses | $ 40.9 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Intangible Assets [Line Items] | ||
Definite-lived assets, Gross | $ 1,301,110 | $ 1,303,463 |
Definite-lived assets, Accumulated Amortization | 563,514 | 540,407 |
Definite-lived assets, Net Carrying Value | 737,596 | 763,056 |
Total intangible assets, Gross | 1,419,530 | 1,421,883 |
Total intangible assets, Net Carrying Value | 856,016 | 881,476 |
Licenses | ||
Schedule Of Intangible Assets [Line Items] | ||
Indefinite-lived assets | 118,420 | 118,420 |
Customer Relationships | ||
Schedule Of Intangible Assets [Line Items] | ||
Definite-lived assets, Gross | 696,840 | 697,947 |
Definite-lived assets, Accumulated Amortization | 357,671 | 344,662 |
Definite-lived assets, Net Carrying Value | $ 339,169 | 353,285 |
Customer Relationships | Minimum | ||
Schedule Of Intangible Assets [Line Items] | ||
Life (years) | 5 years | |
Customer Relationships | Maximum | ||
Schedule Of Intangible Assets [Line Items] | ||
Life (years) | 20 years | |
Trade Names | ||
Schedule Of Intangible Assets [Line Items] | ||
Definite-lived assets, Gross | $ 330,458 | 330,029 |
Definite-lived assets, Accumulated Amortization | 123,574 | 117,579 |
Definite-lived assets, Net Carrying Value | $ 206,884 | 212,450 |
Trade Names | Minimum | ||
Schedule Of Intangible Assets [Line Items] | ||
Life (years) | 3 years | |
Trade Names | Maximum | ||
Schedule Of Intangible Assets [Line Items] | ||
Life (years) | 20 years | |
Licenses | ||
Schedule Of Intangible Assets [Line Items] | ||
Definite-lived assets, Gross | $ 236,757 | 238,682 |
Definite-lived assets, Accumulated Amortization | 58,616 | 56,022 |
Definite-lived assets, Net Carrying Value | $ 178,141 | 182,660 |
Licenses | Minimum | ||
Schedule Of Intangible Assets [Line Items] | ||
Life (years) | 15 years | |
Licenses | Maximum | ||
Schedule Of Intangible Assets [Line Items] | ||
Life (years) | 20 years | |
Doctor/Payor Network | ||
Schedule Of Intangible Assets [Line Items] | ||
Definite-lived assets, Gross | $ 12,730 | 12,730 |
Definite-lived assets, Accumulated Amortization | 9,341 | 8,800 |
Definite-lived assets, Net Carrying Value | $ 3,389 | 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 | $ 13,376 | 13,126 |
Definite-lived assets, Accumulated Amortization | 9,113 | 8,535 |
Definite-lived assets, Net Carrying Value | $ 4,263 | 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 | $ 10,949 | 10,949 |
Definite-lived assets, Accumulated Amortization | 5,199 | 4,809 |
Definite-lived assets, Net Carrying Value | $ 5,750 | $ 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 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 28.6 | $ 30.8 |
Debt and Derivatives - Schedule
Debt and Derivatives - Schedule of Total Outstanding Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,639,632 | $ 3,414,391 |
Less: debt issuance costs, net | 75,823 | 50,177 |
Total debt, net of debt issuance costs | 2,563,809 | 3,364,214 |
Less: current portion of long-term debt | 48,670 | 32,273 |
Total long-term debt | $ 2,515,139 | $ 3,331,941 |
First Lien - Payable to Lenders at SOFR plus Applicable Margin | ||
Debt Instrument [Line Items] | ||
Rate | 8.72% | |
Total debt | $ 1,719,360 | |
First Lien Incremental Term Loans Tranches B-2 and B-3 - Payable to Lenders at SOFR plus Applicable Margin | ||
Debt Instrument [Line Items] | ||
Rate | 8.97% | |
Total debt | $ 1,189,975 | |
First Lien Incremental Term Loan Tranche B-4 - Payable to Lenders at SOFR plus Applicable Margin | ||
Debt Instrument [Line Items] | ||
Rate | 8.58% | |
Total debt | $ 2,566,000 | |
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 | 8.55% | 9.59% |
Total debt | $ 50,000 | |
Swingline/Base Rate - Payable to Lenders at ABR plus Applicable Margin | ||
Debt Instrument [Line Items] | ||
Rate | 10.75% | 11.75% |
Total debt | $ 700 | |
Amortizing Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 69,294 | |
Notes Payable and Other | ||
Debt Instrument [Line Items] | ||
Total debt | $ 4,338 | $ 4,356 |
Debt and Derivatives - Addition
Debt and Derivatives - Additional Information (Details) - USD ($) | 3 Months Ended | |||||||
Feb. 21, 2024 | Jan. 30, 2024 | Mar. 05, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||
Repayment of borrowings | $ 793,353,000 | $ 7,785,000 | ||||||
Loss on extinguishment of debt | 12,726,000 | |||||||
Total notional value | 2,000,000,000 | |||||||
Fair value of interest rate swaps | 39,100,000 | $ 24,900,000 | ||||||
Interest received | 9,600,000 | $ 5,100,000 | ||||||
Pre-tax gains | 29,400,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maturity date | Jun. 30, 2028 | |||||||
Debt instrument, floor rate | 0% | |||||||
Line of credit facility, maximum borrowing capacity | 475,000,000 | 475,000,000 | ||||||
Borrowings outstanding | 0 | 50,700,000 | ||||||
Line of credit facility, remaining borrowing capacity | 467,200,000 | 417,700,000 | ||||||
Revolving Credit Facility | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate (as a percent) | 3.25% | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings outstanding | 7,800,000 | 6,600,000 | ||||||
LC Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, remaining borrowing capacity | 700,000 | 700,000 | ||||||
Line of credit, commitment | 55,000,000 | |||||||
Letter of credit outstanding amount | 54,300,000 | $ 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% | |||||||
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 | |||||||
Loss on extinguishment of debt | $ 12,700,000 |
Debt and Derivatives - Schedu_2
Debt and Derivatives - Schedule of Interest Rate Swap with Notional Value (Details) | 3 Months Ended |
Mar. 31, 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% |
Tangible Equity Units - Additio
Tangible Equity Units - Additional Information (Details) - $ / shares | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2024 | Mar. 31, 2024 | May 01, 2024 | |
Minimum | |||
Class of Stock [Line Items] | |||
Mandatory conversion to common stock | 26,200,000 | ||
Average applicable market value | $ 13 | ||
Maximum | |||
Class of Stock [Line Items] | |||
Mandatory conversion to common stock | 30,800,000 | ||
Average applicable market value | $ 15.28 | ||
Senior Amortizing Note | |||
Class of Stock [Line Items] | |||
Maturity date | Feb. 01, 2027 | ||
Cash installment per unit | $ 0.8438 | ||
Percentage of aggregate annual quarterly cash installments equivalent per year | 6.75% | ||
Senior Amortizing Note | Subsequent Event | |||
Class of Stock [Line Items] | |||
Cash installment per unit | $ 0.8531 | ||
TEUs | |||
Class of Stock [Line Items] | |||
Tangible equity unit | 8,000,000 | ||
TEU price per share | $ 50 | $ 50 |
Tangible Equity Units - Schedul
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 | 3 Months Ended | |
Mar. 31, 2024 | Jan. 31, 2024 | |
Class of Stock [Line Items] | ||
Debt Component, Less: issuance costs | $ 42,963 | |
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 |
Tangible Equity Units - Sched_2
Tangible Equity Units - Schedule of Number of Common Stock Issued Based on 20 Day Volume Weighted-Average Price of Common Stock (Details) | 3 Months Ended |
Mar. 31, 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 - Schedule of reco
Income Taxes - Schedule of reconciliation of effective tax rate (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Estimated annual effective tax rate before discrete items | 40.30% | 17.40% |
Discrete items recognized | (6.90%) | (1.10%) |
Effective tax rate recognized in the statements of operations | 33.40% | 16.30% |
Detail of Certain Balance She_3
Detail of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure Text Block Supplement [Abstract] | ||
Non-trade receivables | $ 55,952 | $ 67,126 |
Rebate receivable | 48,849 | 41,791 |
Inventory returns receivable | 14,314 | 15,300 |
Prepaid insurance | 12,149 | 13,206 |
Prepaid maintenance | 4,554 | 3,619 |
Income tax receivable | 422 | 4,935 |
Other prepaid expenses and current assets | 14,211 | 13,190 |
Total prepaid expenses and other current assets | $ 150,451 | $ 159,167 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Accounts - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure Text Block Supplement [Abstract] | ||
Interest rate swaps | $ 39,134 | $ 24,947 |
Notes receivable | 9,358 | 7,840 |
Cloud computing | 8,754 | 9,453 |
Insurance recoveries | 8,023 | 8,509 |
Deposits | 6,923 | 7,137 |
Deferred debt issuance costs | 2,999 | 3,349 |
Equity method investments | 689 | 720 |
Deferred offering costs | 3,850 | |
Other assets | 8,705 | 7,033 |
Total other assets | $ 84,585 | $ 72,838 |
Detail of Certain Balance She_5
Detail of Certain Balance Sheet Accounts - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure Text Block Supplement [Abstract] | ||
Wages and payroll taxes | $ 124,088 | $ 127,707 |
Legal settlements and professional fees | 115,644 | 114,677 |
Compensated absences | 34,873 | 32,085 |
Automobile insurance reserves | 27,598 | 27,381 |
Deferred revenue | 25,856 | 30,848 |
Recoupment fees | 24,949 | 36,071 |
Workers compensation insurance reserves | 21,299 | 22,480 |
Health insurance reserves | 12,401 | 13,452 |
Taxes other than income taxes | 7,836 | 9,305 |
General and professional liability insurance reserves | 3,724 | 22,738 |
Interest | 3,504 | 3,125 |
Contingent consideration | 2,650 | 2,650 |
Checks in excess of cash balance | 609 | 9,018 |
Other | 46,754 | 40,826 |
Total accrued expenses | $ 451,785 | $ 492,363 |
Detail of Certain Balance She_6
Detail of Certain Balance Sheet Accounts - Schedule of Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disclosure Text Block Supplement [Abstract] | ||
Workers compensation insurance reserves | $ 28,635 | $ 30,514 |
General and professional liability insurance reserves | 28,221 | 28,350 |
Legal settlements and professional fees | 10,000 | 10,000 |
Automobile insurance reserves | 8,526 | 8,526 |
Employee incentives | 4,082 | 5,189 |
Contingent consideration | 2,001 | 2,681 |
Deferred gain | 1,283 | 1,346 |
Other | 5,733 | 5,337 |
Total long-term liabilities | $ 88,481 | $ 91,943 |
Fair Value - Summary of Financi
Fair Value - Summary of Financial Assets or Liabilities Recorded at Fair value on Recurring Basis (Details) - Fair Value Measurement Recurring - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Market Approach | Interest Rate Swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 39,134 | $ 24,947 |
Income Approach | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | (4,651) | (5,331) |
Level 2 | Market Approach | Interest Rate Swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 39,134 | 24,947 |
Level 3 | Income Approach | Contingent Consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial liabilities | $ (4,651) | $ (5,331) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Loss Contingencies [Line Items] | ||
Estimated settlement amount | $ 120 | $ 115 |
Accrued Expenses | ||
Loss Contingencies [Line Items] | ||
Estimated settlement amount | 110 | 105 |
Long-term Liabilities | ||
Loss Contingencies [Line Items] | ||
Estimated settlement amount | $ 10 | $ 10 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interests - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 6,275,000 | $ 27,139,000 | ||
Purchase of redeemable noncontrolling interest | 5,400,000 | |||
Purchase of remaining noncontrolling interest paid | 300,000 | |||
Gateway | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | 20,600,000 | |||
Redeemed noncontrolling interest percentage | 30% | |||
Purchase of redeemable noncontrolling interest | $ 5,400,000 | |||
Purchase of remaining noncontrolling interest paid | 300,000 | |||
Gateway | Trade Accounts Payable | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 5,100,000 | |||
Gateway | Accumulated Deficit | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable non-controlling interests | $ 15,000,000 | |||
Abode Care Partners | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Ownership interest | 60% | |||
Redeemable non-controlling interests | $ 5,200,000 | 5,500,000 | ||
Change in redemption amount | $ 0 | $ 0 | ||
Harvest Grove | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Ownership interest | 55% | |||
Redeemable non-controlling interests | $ 1,100,000 | $ 1,000,000 | ||
Change in redemption amount | $ 0 | $ 0 | ||
Primary Beneficiary | Gateway | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Redeemable noncontrolling interest percentage | 100% | 70% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interests - Summary of Changes in The Carrying Value of Redeemable Noncontrolling Interest (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Noncontrolling Interest [Abstract] | |
Beginning balance | $ 27,139 |
Extinguishment of redeemable noncontrolling interest | (14,981) |
Purchase of redeemable noncontrolling interest | (5,400) |
Net loss attributable to redeemable noncontrolling interests | (483) |
Ending Balance | $ 6,275 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Maximum | |
Earnings per Share [Line Items] | |
Weighted average price per purchase contract | $ 3.8461 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator | ||
Net loss | $ (46,385) | $ (22,276) |
Net loss attributable to noncontrolling interests | (635) | (894) |
Extinguishment of redeemable noncontrolling interest | 14,981 | |
Net (loss) income attributable to BrightSpring Health Services, Inc. and subsidiaries | $ (45,750) | $ (21,382) |
Denominator | ||
Basic weighted-average common shares outstanding | 175,531 | 117,866 |
Basic net loss per share | $ (0.26) | $ (0.18) |
Diluted weighted-average common shares outstanding | 175,531 | 117,866 |
Diluted net loss per share | $ (0.26) | $ (0.18) |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Basic and Diluted Net Loss Per Share (Parenthetical) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Earnings Per Share [Abstract] | |
Extinguishment of redeemable noncontrolling interest | $ 14,981 |
Earnings Per Share - Summary _3
Earnings Per Share - Summary of Shares Excluded from Computation of Diluted Net (Loss) Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share | 24,202 | 7,085 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share | 15,583 | 7,085 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share | 4,037 | |
TEUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share | 4,582 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
KKR Capital Markets, LLC | |||
Related Party Transaction [Line Items] | |||
Fees paid to arranger | $ 1,900,000 | $ 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% | ||
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 | $ 1,400,000 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 2,576,638 | $ 2,028,378 |
Cost of goods and services | 2,207,247 | 1,693,665 |
Total depreciation and amortization | 42,677 | 44,807 |
Segment EBITDA | 170,086 | 147,627 |
Segment reconciliation: | ||
Total Segment EBITDA | 170,086 | 147,627 |
Selling, general, and administrative expenses not allocated at segment level | 113,097 | 45,727 |
Depreciation and amortization | 48,922 | 50,345 |
Operating income | 8,067 | 51,555 |
Loss on extinguishment of debt | 12,726 | |
Interest expense, net | 65,020 | 78,177 |
Loss before income taxes | (69,679) | (26,622) |
Pharmacy Solutions | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,977,035 | 1,467,002 |
Cost of goods and services | 1,807,100 | 1,306,981 |
Total depreciation and amortization | 27,249 | 28,578 |
Segment EBITDA | 88,174 | 82,322 |
Segment reconciliation: | ||
Total Segment EBITDA | 88,174 | 82,322 |
Provider Services | ||
Segment Reporting Information [Line Items] | ||
Revenues | 599,603 | 561,376 |
Cost of goods and services | 400,147 | 386,684 |
Total depreciation and amortization | 15,428 | 16,229 |
Segment EBITDA | 81,912 | 65,305 |
Segment reconciliation: | ||
Total Segment EBITDA | $ 81,912 | $ 65,305 |
Common Stock, Preferred Stock_2
Common Stock, Preferred Stock, and Share-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jan. 24, 2024 | Mar. 31, 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 | ||
Preferred Stock , par value | $ / shares | $ 0.01 | $ 0.01 | ||
Common Stock, shares authorized | shares | 1,500,000,000 | 8,750,000 | 137,398,625 | |
Preferred Stock, shares authorized | shares | 250,000,000 | 0 | ||
2024 Stock Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Recognizing of costs related to new equity awards granted | $ | $ 8.1 | |||
2017 Stock Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unrecognized share-based compensation expense | $ | $ 15 |