BTSG 8-K
BrightSpring Health Services, Inc. (BTSG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 1, 2026, BrightSpring Health Services, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 2.02.
The information furnished under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
99.1 |
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Press Release of BrightSpring Health Services, Inc., dated May 1, 2026. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BRIGHTSPRING HEALTH SERVICES, INC. |
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Date: |
May 1, 2026 |
By: |
/s/ Jennifer Phipps |
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Name: Title: |
Jennifer Phipps |
BrightSpring Health Services, Inc. Reports First Quarter 2026 Financial Results and Increases Full Year 2026 Guidance
LOUISVILLE, Ky., May 1, 2026 — BrightSpring Health Services, Inc. (“BrightSpring” or the “Company”) (NASDAQ: BTSG), a leading provider of home and community-based health services for complex populations, today announced financial results for the first quarter ended March 31, 2026, and increased full year 2026 Revenue and Adjusted EBITDA1 guidance.
First Quarter 2026 Financial Highlights
(note: all figures represent continuing operations and exclude the Community Living business)
"We are pleased with the Company’s first quarter results, which reflect the team’s commitment to patients as well as the operating and growth priorities discussed at the Investor Day in March,” said Jon Rousseau, Chairman, President, and Chief Executive Officer of BrightSpring. “Our focus continues to be anchored in operational and commercial best practices across the organization while leveraging scale to provide quality and effective services to complex patient populations. As we look ahead to the remainder of 2026, we are focused on growing each of our businesses while executing against our goals and reaching more patients who can benefit from these highly impactful and valuable services.”
1Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Information” at the end of this press release for a reconciliation of Adjusted EBITDA to net income from continuing operations, the most directly comparable financial measure prepared in accordance with GAAP.
2The results of the Community Living business are excluded in the calculation of our leverage pursuant to the terms of our First Lien Credit Agreement since the Company divested the Community Living business prior to the end of the period.
3Leverage is presented on a pro forma basis assuming the Community Living divestiture closed as of December 31, 2025.
1
Key Financials4 (for BrightSpring continuing operations)
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Three Months Ended |
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March 31, (Unaudited) |
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2026 |
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2025 |
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% |
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($ in millions) |
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Pharmacy Solutions Revenue |
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$ |
3,171 |
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$ |
2,532 |
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25% |
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Provider Services Revenue |
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442 |
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346 |
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28% |
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Total Revenue |
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$ |
3,614 |
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$ |
2,878 |
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26% |
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Three Months Ended |
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March 31, (Unaudited) |
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2026 |
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2025 |
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% |
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($ in millions) |
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Pharmacy Solutions segment EBITDA |
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$ |
169 |
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$ |
116 |
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46% |
Provider Services segment EBITDA |
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66 |
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51 |
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29% |
Total Segment Adjusted EBITDA |
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$ |
235 |
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$ |
167 |
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41% |
Corporate Costs |
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(45) |
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(36) |
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- |
Total Company Adjusted EBITDA(1) |
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$ |
190 |
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$ |
131 |
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45% |
Business Metrics
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Three Months Ended |
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March 31, (Unaudited) |
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2026 |
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2025 |
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% |
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Pharmacy Solutions |
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Prescriptions dispensed |
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10,729,876 |
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10,877,294 |
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(1%) |
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Revenue per script ($) |
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295.56 |
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232.79 |
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27% |
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Gross Profit per script ($) |
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28.03 |
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18.75 |
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50% |
Provider Services |
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Home Health Care average daily census |
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46,066 |
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30,241 |
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52% |
Rehab Care persons served |
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7,620 |
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6,697 |
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14% |
Personal Care persons served |
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16,079 |
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15,863 |
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1% |
1Adjusted EBITDA is a non-GAAP financial measure. Please see “Non-GAAP Financial Information” and the end of this press release for a reconciliation of Adjusted EBITDA to net income from continuing operations, the most directly comparable financial measure prepared in accordance with GAAP.
4Financial tables may not foot due to rounding.
2
Full Year 2026 Financial Guidance
For the full year 2026, BrightSpring is increasing Revenue and Adjusted EBITDA guidance, which excludes the Community Living business and the effects of any future closed acquisitions. All growth rates are shown as compared to the full year 2025 Revenue and Adjusted EBITDA results, excluding the Community Living business:
5A reconciliation of the foregoing guidance for the non-GAAP metric of Adjusted EBITDA to GAAP net income from continuing operations cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a material impact on its future GAAP financial results.
Webcast and Conference Call Details
The Company will host a conference call today, May 1st at 8:30 a.m. Eastern Time. Investors interested in listening to the conference call are required to register online.
A live and archived webcast of the event will be available on the “Events & Presentations” section of the BrightSpring website at https://ir.brightspringhealth.com/. The Company has posted supplemental information on the first quarter 2026 results that it will reference during the conference call. The supplemental information can be found under the “Events & Presentations” on the Company’s investor relations page.
About BrightSpring Health Services
BrightSpring Health Services provides complementary home- and community-based health solutions for complex populations in need of specialized and/or chronic care. Through the Company’s service lines, including pharmacy, home health care, and rehabilitation, we provide comprehensive and more integrated care and clinical solutions in all 50 states to over 475,000 customers, clients and patients daily. BrightSpring has consistently demonstrated strong and industry-leading quality metrics across its services lines, while improving the health and quality of life for high-need individuals and reducing overall healthcare system costs.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. These forward-looking statements may relate to matters which include, but are not limited to, industries, business strategy, goals and expectations concerning our market position, future operations,
3
margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. In some cases, we have used words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” “target,” “guidance,” the negative version of these words, or similar terms and phrases to identify these forward-looking statements.
The forward-looking statements are based on management’s current expectations and are not historical facts or guarantees of future performance. The forward-looking statements relate to the future and are therefore subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional, or local economic, business, competitive, market, regulatory, and other factors, many of which are beyond our control. We believe that these factors include but are not limited to the following:
4
The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law. These factors should not be construed as exhaustive, and should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward- looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make.
For additional information on these and other factors that could cause BrightSpring’s actual results to differ materially from expected results, please see our filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.
5
Non-GAAP Financial Measures
This press release contains “non-GAAP financial measures,” including “EBITDA,” “Adjusted EBITDA,” and “Adjusted EPS,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States, or GAAP.
EBITDA, Adjusted EBITDA, and Adjusted EPS have been presented in this release as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP, because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management also believes that these measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management uses EBITDA, Adjusted EBITDA, and Adjusted EPS to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish and award discretionary annual incentive compensation, and to compare our performance against that of other peer companies using similar measures.
Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. EBITDA, Adjusted EBITDA, and Adjusted EPS are non-GAAP measures of our financial performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measures derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as tax payments, debt service requirements, total capital expenditures, and certain other cash costs that may recur in the future.
Management defines EBITDA as net income from continuing operations before income tax expense (benefit), interest expense, net and depreciation and amortization. Management also defines Adjusted EBITDA as EBITDA, further adjusted to exclude non-cash share-based compensation, acquisition, integration and transaction-related costs, and restructuring and divestiture-related and other costs.
The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Please see the end of this press release for reconciliations of non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP.
BrightSpring Contact:
Investor Relations: |
Media Contact: |
David Deuchler, CFA |
Leigh White |
Gilmartin Group LLC |
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502.630.7412 |
6
BrightSpring Health Services, Inc. and Subsidiaries
Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(In thousands, except share and per share data)
(Unaudited)
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March 31, 2026 |
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December 31, 2025 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
888,797 |
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$ |
88,370 |
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Accounts receivable, net of allowance for credit losses |
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1,113,534 |
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989,719 |
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Inventories |
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560,166 |
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815,180 |
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Prepaid expenses and other current assets |
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126,806 |
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118,592 |
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Current assets held for sale |
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— |
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882,189 |
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Total current assets |
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2,689,303 |
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2,894,050 |
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Property and equipment, net of accumulated depreciation of $421,329 and $404,878 at |
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201,885 |
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204,689 |
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Goodwill |
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2,533,555 |
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2,545,673 |
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Intangible assets, net of accumulated amortization |
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536,884 |
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557,555 |
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Operating lease right-of-use assets, net |
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173,333 |
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171,632 |
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Other assets |
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78,354 |
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39,712 |
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Total assets |
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$ |
6,213,314 |
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$ |
6,413,311 |
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Liabilities, Redeemable Noncontrolling Interests, and Equity |
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Current liabilities: |
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Trade accounts payable |
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$ |
1,091,434 |
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$ |
1,217,946 |
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Accrued expenses |
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351,891 |
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333,024 |
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Current portion of obligations under operating leases |
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45,391 |
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42,936 |
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Current portion of obligations under financing leases |
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6,737 |
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6,794 |
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Current portion of long-term debt |
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52,960 |
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52,340 |
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Current liabilities held for sale |
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— |
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195,994 |
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Total current liabilities |
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1,548,413 |
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1,849,034 |
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Obligations under operating leases, net of current portion |
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136,724 |
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135,420 |
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Obligations under financing leases, net of current portion |
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13,021 |
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14,544 |
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Long-term debt, net of current portion |
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2,444,871 |
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2,455,204 |
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Deferred income taxes, net |
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1,166 |
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6,178 |
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Long-term liabilities |
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79,226 |
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66,565 |
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Total liabilities |
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4,223,421 |
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4,526,945 |
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Redeemable noncontrolling interests |
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10,512 |
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11,227 |
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Shareholders' equity: |
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Common stock, $0.01 par value, 1,500,000,000 shares authorized, 193,209,722 and |
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$ |
1,932 |
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$ |
1,921 |
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Preferred stock, $0.01 par value, 250,000,000 authorized, no shares issued and |
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— |
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— |
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Additional paid-in capital |
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1,964,516 |
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1,954,482 |
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Retained earnings (accumulated deficit) |
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14,135 |
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(74,647 |
) |
Accumulated other comprehensive loss |
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(1,265 |
) |
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(6,691 |
) |
Total shareholders' equity |
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1,979,318 |
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1,875,065 |
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Noncontrolling interest |
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63 |
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74 |
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Total equity |
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1,979,381 |
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1,875,139 |
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Total liabilities, redeemable noncontrolling interests, and equity |
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$ |
6,213,314 |
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$ |
6,413,311 |
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BrightSpring Health Services, Inc. and Subsidiaries
Consolidated Statements of Operations
For the three months ended March 31, 2026 and 2025
(In thousands, except per share amounts)
(Unaudited)
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For the Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Revenues: |
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Products |
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$ |
3,171,349 |
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$ |
2,532,171 |
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Services |
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442,372 |
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345,958 |
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Total revenues |
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3,613,721 |
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2,878,129 |
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Cost of goods |
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2,870,575 |
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2,328,215 |
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Cost of services |
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260,924 |
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211,545 |
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Gross profit |
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482,222 |
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338,369 |
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Selling, general, and administrative expenses |
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360,773 |
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287,630 |
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Operating income |
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121,449 |
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50,739 |
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Interest expense, net |
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38,615 |
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41,763 |
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Income from continuing operations before income taxes |
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82,834 |
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8,976 |
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Income tax expense (benefit) |
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8,551 |
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(240 |
) |
Income from continuing operations, net of income taxes |
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74,283 |
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9,216 |
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Income from discontinued operations, net of income taxes |
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74,327 |
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19,794 |
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Net income |
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148,610 |
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|
29,010 |
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Net loss attributable to noncontrolling interests included in continuing operations |
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(157 |
) |
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(532 |
) |
Net income attributable to BrightSpring Health Services, Inc. and subsidiaries |
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$ |
148,767 |
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$ |
29,542 |
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Net income per common share: |
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Basic income per share attributable to common shareholders: |
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Continuing operations |
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$ |
0.36 |
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$ |
0.05 |
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Discontinued operations |
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$ |
0.37 |
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$ |
0.10 |
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Net income per share |
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$ |
0.73 |
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$ |
0.15 |
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Diluted income per share attributable to common shareholders: |
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Continuing operations |
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$ |
0.34 |
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$ |
0.05 |
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Discontinued operations |
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$ |
0.33 |
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$ |
0.09 |
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Net income per share |
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$ |
0.67 |
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$ |
0.14 |
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Weighted average shares outstanding: |
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Basic |
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204,712 |
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|
201,005 |
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Diluted |
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|
221,321 |
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|
214,927 |
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BrightSpring Health Services, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the three months ended March 31, 2026 and 2025
(In thousands)
(Unaudited)
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For the Three Months Ended |
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March 31, |
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2026 |
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2025 |
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Operating activities: |
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Net income |
|
$ |
148,610 |
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$ |
29,010 |
|
Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
|
|
39,094 |
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|
42,161 |
|
Change in fair value of contingent consideration, net |
|
|
— |
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|
|
1,698 |
|
Provision for credit losses |
|
|
10,559 |
|
|
|
8,101 |
|
Amortization of deferred debt issuance costs |
|
|
2,816 |
|
|
|
2,749 |
|
Share-based compensation |
|
|
3,676 |
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|
|
15,681 |
|
Deferred income taxes, net |
|
|
(7,193 |
) |
|
|
4,031 |
|
Gain on sale of discontinued operations |
|
|
(103,412 |
) |
|
|
— |
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Other |
|
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(72 |
) |
|
|
2,919 |
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Change in operating assets and liabilities, net of acquisitions and dispositions: |
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Accounts receivable |
|
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(114,125 |
) |
|
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(79,449 |
) |
Prepaid expenses and other current assets |
|
|
(7,791 |
) |
|
|
23,973 |
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Inventories |
|
|
254,833 |
|
|
|
103,300 |
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Trade accounts payable |
|
|
(86,987 |
) |
|
|
(53,871 |
) |
Accrued expenses |
|
|
11,030 |
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|
|
8,643 |
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Other assets and liabilities |
|
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(28,095 |
) |
|
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(7,348 |
) |
Net cash provided by operating activities |
|
$ |
122,943 |
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$ |
101,598 |
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Investing activities: |
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|
|
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|
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Purchases of property and equipment |
|
$ |
(21,544 |
) |
|
$ |
(17,632 |
) |
Acquisitions of businesses |
|
|
(42,203 |
) |
|
|
(6,754 |
) |
Proceeds from sale of discontinued operations |
|
|
810,908 |
|
|
|
— |
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Other |
|
|
232 |
|
|
|
195 |
|
Net cash provided by (used in) investing activities |
|
$ |
747,393 |
|
|
$ |
(24,191 |
) |
Financing activities: |
|
|
|
|
|
|
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Long-term debt repayments |
|
$ |
(12,353 |
) |
|
$ |
(11,792 |
) |
Repayments of the Revolving Credit Facility, net |
|
|
— |
|
|
|
(63,300 |
) |
Repurchase of shares of common stock |
|
|
(60,000 |
) |
|
|
— |
|
Proceeds from shares issued under share-based compensation plan |
|
|
12,092 |
|
|
|
345 |
|
Taxes paid related to net share settlement of equity awards |
|
|
(5,708 |
) |
|
|
(2,763 |
) |
Purchase of redeemable noncontrolling interest |
|
|
— |
|
|
|
(5,100 |
) |
Payments of financing lease obligations |
|
|
(4,047 |
) |
|
|
(3,408 |
) |
Net cash used in financing activities |
|
$ |
(70,016 |
) |
|
$ |
(86,018 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
800,320 |
|
|
|
(8,611 |
) |
Cash and cash equivalents at beginning of period |
|
|
88,477 |
|
|
|
61,253 |
|
Cash and cash equivalents at end of period |
|
$ |
888,797 |
|
|
$ |
52,642 |
|
Cash and cash equivalents included in assets held for sale at end of period |
|
|
— |
|
|
|
305 |
|
Cash and cash equivalents included in continuing operations at end of period |
|
$ |
888,797 |
|
|
$ |
52,337 |
|
BrightSpring Health Services, Inc. and Subsidiaries
Reconciliation of EBITDA and Adjusted EBITDA
For the three months ended March 31, 2026 and 2025
(Unaudited)
The following table reconciles net income from continuing operations to EBITDA and Adjusted EBITDA:
($ in thousands) |
|
For the Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net income from continuing operations |
|
$ |
74,283 |
|
|
$ |
9,216 |
|
Income tax expense (benefit) |
|
|
8,551 |
|
|
|
(240 |
) |
Interest expense, net |
|
|
38,615 |
|
|
|
41,763 |
|
Depreciation and amortization |
|
|
39,094 |
|
|
|
40,832 |
|
EBITDA |
|
$ |
160,543 |
|
|
$ |
91,571 |
|
Non-cash share-based compensation (1) |
|
|
13,116 |
|
|
|
12,474 |
|
Acquisition, integration, and transaction-related costs (2) |
|
|
6,100 |
|
|
|
9,521 |
|
Restructuring and divestiture-related and other costs (3) |
|
|
10,002 |
|
|
|
17,496 |
|
Total adjustments |
|
$ |
29,218 |
|
|
$ |
39,491 |
|
Adjusted EBITDA |
|
$ |
189,761 |
|
|
$ |
131,062 |
|
BrightSpring Health Services, Inc. and Subsidiaries
Reconciliation of Adjusted EPS
For the three months ended March 31, 2026 and 2025
(Unaudited)
The following table reconciles diluted EPS to Adjusted EPS:
(shares in thousands) |
|
For the Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Diluted EPS |
|
$ |
0.34 |
|
|
$ |
0.05 |
|
Non-cash share-based compensation (1) |
|
|
0.06 |
|
|
|
0.06 |
|
Acquisition, integration, and transaction-related costs (1) |
|
|
0.03 |
|
|
|
0.04 |
|
Restructuring and divestiture-related and other costs (1) |
|
|
0.05 |
|
|
|
0.08 |
|
Income tax impact on adjustments (2) |
|
|
(0.09 |
) |
|
|
(0.04 |
) |
Adjusted EPS |
|
$ |
0.39 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
||
Weighted average common shares outstanding used in calculating |
|
|
221,321 |
|
|
|
214,927 |
|
Weighted average common shares outstanding used in calculating |
|
|
221,321 |
|
|
|
214,927 |
|
(1) This adjustment reflects the per share impact of the adjustment reflected within the definition of Adjusted EBITDA.
(2) The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate for the respective non-GAAP adjustment. For all periods presented, the income tax impact on adjustments is inclusive of a discrete tax benefit related to share-based compensation.