BrightSpring Health Services, Inc.
For the period ended Mar 31, 2025. Filed May 2, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 2, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-01.
0000950170-24-119820
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-02.
0000950170-25-062263
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 218 previous paragraphs and 175 current paragraphs.
86 unchanged; 65 reworded; 24 added; 54 removed; 13 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
On January 17, 2025, the Company entered into a purchase agreement with National Mentor Holding, Inc. to divest our community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”), for $835 million, subject to typical adjustments for working capital and other customary items. We expect the divestiture to close in 2025, subject to customary closing conditions. This transaction provides for continuity of important intellectual and developmental disability services while BrightSpring focuses on a concentrated group of customers, patients and stakeholders in the future. We believe the Company’s streamlined service offerings will result in increased strategic focus, operational efficiencies, a refined payer mix, and greater clinical integration and business synergy across the Provider Services segment. The divestiture will also augment our expected Revenue and Adjusted EBITDA growth rates and maximize exposure to target growth markets that require BrightSpring’s needed and valuable solutions, such as home health, rehab, primary care, and hospice.
Current report
The Company has determined the divestiture of the Community Living business represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations in the first fiscal quarter of 2025. As a result, the financial results of the Community Living business, which were previously reported as part of our Provider Services segment, have been classified as discontinued operations in the unaudited condensed consolidated statements of operations, and its assets and liabilities have been classified as held for sale for all periods presented. Unless otherwise noted, amounts and disclosures throughout this Management’s Discussion and Analysis relate to our continuing operations. Refer to Item 1. Note 2 for additional information regarding discontinued operations.
Current report
Completed one acquisition within our Provider Services segment
Current report
Announcement of definitive agreement to divest the Community Living business
Current report
Revenue grew by $592.4 million, or 25.9%, to $2,878.1 million
Current report
Cost of Goods
Current report
Cost of Services
Current report
Selling, general, and administrative expenses were $287.6 million for the three months ended March 31, 2025, as compared with $307.8 million for the three months ended March 31, 2024, a decrease of $20.2 million or 6.6%. The decrease primarily resulted from the following segment activity and factors:
Current report
a decrease of $22.7 million, or 7.4%, decline on consolidated first quarter of 2024 selling, general, and administrative expenses, as a result of the termination fees incurred at the time of the IPO Offerings in connection with the termination of our Monitoring Agreement for which there is no comparable expense in 2025;
Current report
Income tax benefit was $0.2 million for the three months ended March 31, 2025, as compared with $26.5 million for the three months ended March 31, 2024, a decrease of $26.3 million. The decrease in the income tax benefit is primarily driven by the increase in pre-tax book income for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, and a decrease in the effective tax rate for the three months ended March 31, 2025 of (2.7)% compared to 32.1% for the three months ended March 31, 2024. The decrease in the effective tax rate is primarily as a result of $2.4 million in tax benefits resulting from the recognition of excess tax benefits from stock-based compensation and partially offset by limitations on the deductibility of certain executive compensation as a percentage of estimated pre-tax book income for the three months ended March 31, 2024.
Current report
Net Income (Loss)
Current report
Adjusted EBITDA was $131.1 million for the three months ended March 31, 2025, as compared with $102.2 million for the three months ended March 31, 2024, an increase of $28.8 million or 28.2%. The increase primarily resulted from the following segment activity and factors:
Current report
The following table sets forth, for the periods indicated, our segment results of operations for Pharmacy Solutions.
Current report
Cost of Goods
Current report
Selling, general, and administrative expenses were $115.7 million for the three months ended March 31, 2025, as compared with $109.0 million for the three months ended March 31, 2024, an increase of $6.7 million or 6.2%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.
Current report
Segment EBITDA
Current report
Revenues attributable to Rehab Care were $69.8 million for the three months ended March 31, 2025, as compared with $66.7 million for the three months ended March 31, 2024, an increase of $3.1 million or 4.6%. Revenues attributable to Personal Care were $97.7 million for the three months ended March 31, 2025, as compared with $94.5 million for the three months ended March 31, 2024, an increase of $3.2 million or 3.4%.
Current report
Cost of Services
Current report
Selling, general, and administrative expenses were $90.1 million for the three months ended March 31, 2025, as compared with $81.5 million for the three months ended March 31, 2024, an increase of $8.6 million or 10.5%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.
Current report
Segment EBITDA
Current report
a $75.4 million increase in operating income in the first quarter of 2025 as compared to the first quarter of 2024;
Current report
a $80.9 million increase in cash outflows due to a decrease in strategic inventory purchases;
Current report
a $6.5 million decrease in cash outflows for interest, net primarily as a result of a reduction in the variable interest rates applicable to our outstanding term debt; and
Current report
During the first fiscal quarter of 2025, we entered into two forward starting interest rate swap agreements, each with a $500 million notional amount, to hedge the cash flow risk of variability in interest payments on our variable rate borrowings. The effective date of the forward starting interest rate swap agreements is September 30, 2025. As of March 31, 2025, these contracts meet the criteria of a cash flow hedge.
Removed paragraphs (54)
Previous report
Completed three acquisitions within our Provider Services segment
Previous report
Revenue grew by $650.3 million, or 28.8% to $2.9 billion
Previous report
(1) Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.
Previous report
New Equity Awards
Previous report
We granted approximately $63.3 million in non-cash share-based compensation with respect to equity awards to our management and certain other full-time employees in January 2024 at the time of the IPO Offerings. Additionally, as previously disclosed in connection with the IPO, we granted approximately $100.0 million in non-cash share-based compensation with respect to equity awards, which equates to approximately 7.7 million restricted stock units, to certain full-time employees in the second quarter of fiscal year 2024.
Previous report
Quality Incentive Payment
Previous report
As discussed under Part I, Item 1. “Business” in our Annual Report on Form 10-K for the year ended December 31, 2023, the Company was eligible to receive incentive payments in connection with a payor contract based on the Company's Net Promoter Score (“NPS”) achieved from surveys performed directly by the payor. During the second fiscal quarter of 2023, our Infusion and Specialty Pharmacy services earned a quality incentive payment (“QIP”) of approximately $30 million. The Company did not receive a QIP during the nine months ended September 30, 2024. The QIP program has reached its conclusion.
Previous report
Update on the Impact of the COVID-19 Pandemic
Previous report
(1) Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.
Previous report
Selling, general, and administrative expenses were $351.3 million for the three months ended September 30, 2024, as compared with $410.5 million for the three months ended September 30, 2023, a decrease of $59.3 million or 14.4%. The decrease primarily resulted from the following segment activity and factors:
Previous report
an increase of $22.4 million, or 5.5% growth on consolidated 2023 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below;
Previous report
a decrease of $108.1 million, or 26.3%, decline on consolidated 2023 selling, general, and administrative expenses, due to the settlement and changes in estimate of legal settlements and defense costs related to certain historical PharMerica litigation matters, which includes the Silver matter. See Note 10 “Commitments and Contingencies” within the unaudited condensed consolidated financial statements and related notes.
Previous report
Income Tax Expense (Benefit)
Previous report
Income tax expense was $9.8 million for the three months ended September 30, 2024, as compared to an income tax benefit of $5.8 million for the three months ended September 30, 2023, an increase of $15.6 million. The increase in the income tax expense is attributable to an increase in the effective tax rate for the three months ended September 30, 2024 of 1,252.9% compared to 4.3% for the three months ended September 30, 2023. The increase in the effective tax rate is primarily due to the impact of the year-to-date cumulative adjustment of the third fiscal quarter of 2024 estimated effective tax rate on near break-even pre-tax book income for the quarter.
Previous report
Net Loss
Previous report
Adjusted EBITDA was $151.0 million for the three months ended September 30, 2024, as compared with $130.5 million for the three months ended September 30, 2023, an increase of $20.5 million or 15.7%. The increase primarily resulted from the following segment activity and factors:
Previous report
n.m.: not meaningful
Previous report
Revenues were $8,213.7 million for the nine months ended September 30, 2024, as compared with $6,451.6 million for the nine months ended September 30, 2023, an increase of $1,762.0 million or 27.3%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.
Previous report
Cost of goods was $5,816.0 million for the nine months ended September 30, 2024, as compared with $4,226.1 million for the nine months ended September 30, 2023, an increase of $1,589.9 million or 37.6%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.
Previous report
Cost of services was $1,231.2 million for the nine months ended September 30, 2024, as compared with $1,160.5 million for the nine months ended September 30, 2023, an increase of $70.7 million or 6.1%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.
Previous report
(1) Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.
Previous report
Selling, general, and administrative expenses were $1,039.2 million for the nine months ended September 30, 2024, as compared with $986.2 million for the nine months ended September 30, 2023, an increase of $53.1 million or 5.4%. The increase primarily resulted from the following segment activity and factors:
Previous report
an increase of $46.8 million, or 4.7% growth on consolidated 2023 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below;
Previous report
an increase of $43.7 million, or 4.5% growth on consolidated 2023 selling, general, and administrative expenses, as a result of our IPO Offerings and are therefore not expected to reoccur. These expenses include $22.7 million of termination fees we will pay to the Managers in connection with the termination of our Monitoring Agreement; $15.0 million of previously unrecognized non-cash share-based compensation expense related to performance-vesting options, a portion of which vested upon the IPO; and $6.0 million of non-capitalizable offering costs;
Previous report
a decrease of $99.8 million, or 10.1%, decline on consolidated 2023 selling, general, and administrative expenses, due to the settlement and changes in estimate of legal settlements and defense costs related to certain historical PharMerica litigation matters, which includes the Silver matter. See Note 10 “Commitments and Contingencies” within the unaudited condensed consolidated financial statements and related notes.
Previous report
Interest Expense, net
Previous report
Interest expense, net was $173.5 million for the nine months ended September 30, 2024, as compared with $241.5 million for the nine months ended September 30, 2023, a decrease of $68.0 million or 28.2%. The decrease primarily resulted from lower outstanding term debt as compared to the prior period and a $7.0 million increase in interest income related to cash flow hedges of interest rate risk from $21.9 million of interest income for the nine months ended September 30, 2023 to $28.9 million for the nine months ended September 30, 2024. The Company's outstanding term debt decreased in the first fiscal quarter of 2024 due to the paydowns on our term debt using proceeds from the IPO Offerings.
Previous report
Income tax benefit was $23.0 million for the nine months ended September 30, 2024, as compared to $13.0 million for the nine months ended September 30, 2023, an increase of $10.0 million. The increase in the income tax benefit is attributable to an increase in the effective tax rate for the nine months ended September 30, 2024 of 39.0% compared to 8.0% for the nine months ended September 30, 2023. The increase in the effective tax rate is primarily due to limitations on the deductibility of certain executive compensation that now apply to the Company upon completion of its IPO in January 2024, as well as the discrete tax benefit recognized in the period related to the Silver matter that was finalized during the second fiscal quarter of 2024. During 2023, the Company's effective tax rate was lower than the U.S. federal income tax rate, primarily as a result of the unfavorable impact of the Silver legal settlement, which was not expected to be deductible for tax purposes at that time. See Note 10 within the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for additional information on the matter.
Previous report
Net Loss
Previous report
Net loss was $35.9 million for the nine months ended September 30, 2024, as compared with $149.6 million for the nine months ended September 30, 2023, a decrease of $113.7 million. Net loss for 2024 includes the aforementioned $43.7 million of expense related to non-recurring costs directly associated with the IPO Offerings. Additionally, the Company incurred a write-off of $12.7 million of unamortized debt issuance costs upon the extinguishment of the Second Lien and $43.5 million of non-cash share-based compensation expense related to new equity awards granted to management and certain full-time employees in connection with the IPO Offerings. The increase in expenses is offset by the aforementioned decrease in interest expense, net and legal settlement and defense costs, increase in revenues, and increase in income tax benefit. When excluding the approximately $30 million QIP received in 2023, net loss decreased by $143.9 million compared to a net loss of $179.8 million in 2023.
Previous report
Adjusted EBITDA (1)
Previous report
Adjusted EBITDA was $420.7 million for the nine months ended September 30, 2024, as compared with $395.2 million for the nine months ended September 30, 2023, an increase of $25.4 million or 6.4%. When excluding the approximately $30 million QIP received in 2023, Adjusted EBITDA increased $55.7 million or 15.3%. The increase of $25.4 million primarily resulted from the following segment activity and factors:
Previous report
an increase of $3.6 million, or 0.9% growth on consolidated 2023 Adjusted EBITDA, as a result of a growth in our Pharmacy Solutions segment. See additional discussion in “—Segment Results of Operations” below; and,
Previous report
o
Previous report
When excluding the approximately $30 million QIP received in 2023, consolidated Adjusted EBITDA related to the Pharmacy Solutions segment increased 9.3% compared to consolidated Adjusted EBITDA of $365.0 million in 2023.
Previous report
(1) Reconciliation of GAAP to non-GAAP results is provided in the section “Non-GAAP Financial Measures” in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q.
Previous report
Selling, general, and administrative expenses were $117.3 million for the three months ended September 30, 2024, as compared with $106.6 million for the three months ended September 30, 2023, an increase of $10.7 million or 10.1%. The increase primarily resulted from the aforementioned revenue growth in the period with selling, general, and administrative expenses growing less than the volume growth rate and demonstrating economies of scale.
Previous report
Revenues were $6,357.2 million for the nine months ended September 30, 2024, as compared with $4,737.0 million for the nine months ended September 30, 2023, an increase of $1,620.2 million or 34.2%. The increase primarily resulted from volume growth in prescriptions dispensed across and within the Pharmacy Solutions segment. Revenues attributable to Infusion and Specialty Pharmacy were $4,729.8 million for the nine months ended September 30, 2024, as compared with $3,331.2 million for the nine months ended September 30, 2023, an increase of $1,398.6 million or 42.0% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $1,627.4 million for the nine months ended September 30, 2024, as compared with $1,405.8 million for the nine months ended September 30, 2023, an increase of $221.6 million or 15.8% attributable to volume growth.
Previous report
Cost of goods was $5,816.0 million for the nine months ended September 30, 2024, as compared with $4,226.1 million for the nine months ended September 30, 2023, an increase of $1,589.9 million or 37.6%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift.
Previous report
Gross profit was $541.2 million for the nine months ended September 30, 2024, as compared with $510.9 million for the nine months ended September 30, 2023, an increase of $30.3 million or 5.9%. The increase primarily resulted from the aforementioned revenue growth in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins, partially offset the QIP received in 2023 for which there was no comparable in 2024. When excluding the approximately $30 million QIP received in 2023, gross profit increased 12.6% compared to gross profit of $480.7 million in 2023.
Showing the first 40 of 54 passages. Open the source sections for the rest.
Reworded paragraphs (65)
Previous wording
We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. We have a differentiated approach to care delivery, with an integrated and scaled model that addresses critical services that the highest-need and highest-cost patients require. With a focus on Senior and Specialty patients, which includes Behavioral populations, our platform provides pharmacy and provider services (both clinical and supportive care in nature) in lower-cost home and community settings largely to Medicare, Medicaid, and commercially-insured populations. We are an essential part of our nation’s health delivery network as a front-line provider of high-quality and cost-effective care to a large and growing number of people, who increasingly require a combination of specialized solutions to enable holistic health care management. Our presence spans all 50 states, we serve over 400,000 patients daily through over 10,000 clinical providers and pharmacists, and our services make a profound impact in the lives and communities of the people we serve.
Current wording
We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. We have a differentiated approach to care delivery, with an integrated and scaled model that addresses critical services that the highest-need and highest-cost patients require. With a focus on Senior and Specialty patients, which includes Behavioral populations, our platform provides pharmacy and provider services (both clinical and supportive care in nature) in lower-cost home and community settings largely to Medicare, Medicaid, and commercially-insured populations. We are an essential part of our nation’s health delivery network as a front-line provider of high-quality and cost-effective care to a large and growing number of people, who increasingly require a combination of specialized solutions to enable holistic health care management. Our presence spans all 50 states, we serve over 450,000 patients daily through our approximately 11,000 clinical providers and pharmacists, and our services make a profound impact in the lives and communities of the people we serve.
Previous wording
Third Quarter of 2024 Key Highlights
Current wording
First Quarter of 2025 Key Highlights
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Financial Performance Highlights: Third Quarter of 2024 Compared to Third Quarter of 2023
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Financial Performance Highlights: First Quarter of 2025 Compared to First Quarter of 2024
Previous wording
Pharmacy Solutions segment revenue grew by $592.5 million, or 35.4%, to $2.3 billion
Current wording
Pharmacy Solutions segment revenue grew by $555.1 million, or 28.1%, to $2,532.2 million
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Provider Services segment revenue grew by $57.7 million, or 9.9%, to $641.1 million
Current wording
Provider Services segment revenue grew by $37.2 million, or 12.1%, to $345.9 million
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Net loss decreased by $121.1 million from $130.1 million to $9.0 million
Current wording
Net loss decreased by $65.2 million from $56.0 million to net income of $9.2 million
Previous wording
Adjusted EBITDA(1) increased by $20.5 million, or 15.7%, to $151.0 million
Current wording
Adjusted EBITDA(1) increased by $28.8 million, or 28.2%, to $131.1 million
Previous wording
Pharmacy Solutions segment EBITDA increased by $13.1 million, or 15.2%, to $99.2 million
Current wording
Pharmacy Solutions segment EBITDA increased by $27.6 million, or 31.2%, to $115.7 million
Previous wording
Provider Services segment EBITDA grew by $11.8 million, or 14.4%, to $93.2 million
Current wording
Provider Services segment EBITDA grew by $4.3 million, or 9.3%, to $51.1 million
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Loss per share decreased by $0.14 from $0.18 to $0.04
Current wording
Loss per share decreased by $0.36 from $(0.31) to $0.05
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Adjusted EPS(1) increased by $0.19 from $(0.08) to $0.11
Current wording
Adjusted EPS(1) increased by $0.10 from $0.09 to $0.19
Previous wording
We are characterized by payor diversification across our platform. Our payors are principally federal, state, and local governmental agencies, commercial insurance, private, and other payors. Additionally, our Medicaid payors can be further broken down across each individual state with our top 10 Medicaid states representing 12% of total Company revenue for the three and nine months ended September 30, 2024, respectively, compared to 14% for the three and nine months ended September 30, 2023.
Current wording
We are characterized by payor diversification across our platform. Our payors are principally federal, state, and local governmental agencies, commercial insurance, private, and other payors. Additionally, our Medicaid payors can be further broken down across each individual state with our top 10 Medicaid states representing 6% of total Company revenue for the three months ended March 31, 2025, compared to 7% for the three months ended March 31, 2024.
Previous wording
We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 52% and 46% of total Company revenues for the three and nine months ended September 30, 2024, respectively, compared to 53% and 47% for the three and nine months ended September 30, 2023, respectively. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates.
Current wording
We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 53% of total Company revenues for the three months ended March 31, 2025 compared to 54% for the three months ended March 31, 2024. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates.
Previous wording
See Note 2 of the unaudited condensed consolidated financial statements and related notes in this Form 10-Q for more information regarding revenue by payor type for each reportable segment for the three and nine months ended September 30, 2024 and 2023.
Current wording
See Note 3 of the unaudited condensed consolidated financial statements and related notes in this Form 10-Q for more information regarding revenue by payor type for each reportable segment for the three months ended March 31, 2025 and 2024.
Previous wording
We focus on providing health-dependent medications in a timely and well-supported manner to our patients receiving pharmacy solutions in their home and community-based settings. Our pharmacy services are primarily delivered directly to patients in their place of residence, home, or stay, and sometimes in a clinic setting. According to industry reports, pharmacy solutions delivered to and tailored for the home environment, such as home infusion services, oncology services, and daily medication management services in the home, will continue to grow faster than the overall and general pharmacy market. We have continued to expand our pharmacy capabilities to serve this need. Overall, our pharmacy has grown patient census and prescriptions by approximately 12% and 15%, respectively, in the third fiscal quarter of 2024 compared to the third fiscal quarter of 2023. We are a leading independent pharmacy provider in our respective pharmacy patient markets, and we expect to continue to increase our share, including home infusion patients, specialty oncology patients, behavioral patients, in-home Seniors, and hospice patients.
Current wording
We focus on providing health-dependent medications in a timely and well-supported manner to our patients receiving pharmacy solutions in their home and community-based settings. Our pharmacy services are primarily delivered directly to patients in their place of residence, home, or stay, and sometimes in a clinic setting. According to industry reports, pharmacy solutions delivered to and tailored for the home environment, such as home infusion services, oncology services, and daily medication management services in the home, will continue to grow faster than the overall and general pharmacy market. We have continued to expand our pharmacy capabilities to serve this need. Overall, our pharmacy has grown patient census and prescriptions by approximately 11% and 10%, respectively, in the first fiscal quarter of 2025 compared to the first fiscal quarter of 2024. We are a leading independent pharmacy provider in our respective pharmacy patient markets, and we expect to continue to increase our share, including home infusion patients, specialty oncology patients, behavioral patients, in-home Seniors, and hospice patients.
Previous wording
The vast majority of patients we serve in our provider businesses are served in the home, and we have purposefully continued to expand our service offering and footprint to serve patients in this lower cost setting. Over the past five years we built upon supportive care services to patients, as we have meaningfully expanded our footprint of highly clinical and expert services to home health, rehabilitation, and hospice patients to address a large national healthcare need and more completely and better serve Senior and Specialty patients in the home as evidenced by continued census growth within the Provider Services segment. Our complementary services that address the multiple needs of these patient populations will increasingly provide integrated care opportunities to provide more complete and better coordinated services to patients across health settings and stages.
Current wording
The vast majority of patients we serve in our provider businesses are served in the home, and we have purposefully continued to expand our service offering and footprint to serve patients in this lower cost setting. Since 2019, we built upon supportive care services to patients, as we have meaningfully expanded our footprint of highly clinical and expert services to home health, rehabilitation, and hospice patients to address a large national healthcare need and more completely and better serve Senior and Specialty patients in the home as evidenced by continued census growth within the Provider Services segment. Our complementary services that address the multiple needs of these patient populations will increasingly provide integrated care opportunities to provide more complete and better coordinated services to patients across health settings and stages.
Previous wording
We used the proceeds received from the IPO Offerings (i) to repay all indebtedness outstanding under the Second Lien Facility, (ii) to repay all indebtedness outstanding under the Revolving Credit Facility, (iii) to repay $343.3 million outstanding aggregate amount under the First Lien Facility, and (iv) to pay certain expenses in the offering. We have used and intend to use the remaining proceeds for general corporate purposes. Additionally, we will pay $22.7 million of termination fees in connection with the termination of our monitoring agreement with our controlling stockholders, Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Walgreens Boots Alliance, Inc. (together with KKR, the “Managers”) (the “Monitoring Agreement”). The Company will pay these fees during the fourth fiscal quarter of 2024.
Current wording
We used the proceeds received from the IPO Offerings (i) to repay all indebtedness outstanding under the Second Lien Facility, (ii) to repay all indebtedness outstanding under the Revolving Credit Facility, (iii) to repay $343.3 million outstanding aggregate amount under the First Lien Facility, and (iv) to pay certain expenses in the offering. We have used and intend to use the remaining proceeds for general corporate purposes. Additionally, we paid $22.7 million of termination fees in connection with the termination of our monitoring agreement with our controlling stockholders, Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Walgreens Boots Alliance, Inc. (together with KKR, the “Managers”) (the “Monitoring Agreement”). The Company paid these fees during the fourth fiscal quarter of 2024.
Previous wording
In November 2023, the Company agreed to settle the Silver matter without admitting liability, as discussed under Part I, Item 3. “Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2023. On May 29, 2024, the parties entered into a final settlement agreement, which was approved by both the United States Department of Justice and the District Court. The total financial impact of the settlement is $120.0 million. The District Court entered an order dismissing the Silver action in its entirety, with prejudice, on July 3, 2024. See Note 10 “Commitments and Contingencies” within the unaudited condensed consolidated financial statements and related notes, included elsewhere in this Form 10-Q.
Current wording
In November 2023, the Company agreed to settle the Silver matter without admitting liability, as discussed under Part I, Item 3. “Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2024. On May 29, 2024, the parties entered into a final settlement agreement, which was approved by both the United States Department of Justice and the District Court. The total financial impact of the settlement was $120.0 million; $115.0 million of which was recorded during the year ended December 31, 2023 as an estimate, and an incremental $5.0 million was recorded in the year ended December 31, 2024 once the settlement agreement was finalized. We paid $110.0 million of the settlement in 2024, and the remainder was paid in April 2025. The District Court entered an order dismissing the Silver action in its entirety, with prejudice, on July 3, 2024. See Note 13 “Commitments and Contingencies” within the unaudited condensed consolidated financial statements and related notes, included elsewhere in this Form 10-Q.
Previous wording
Loss on Extinguishment of Debt. Loss on extinguishment of debt reflects the write-off of unamortized debt issuance costs upon the early repayment of our Second Lien Facility.
Current wording
Loss on Extinguishment of Debt. Loss on extinguishment of debt reflects the write-off of unamortized debt issuance costs upon the early repayment of our Second Lien Facility in 2024.
Previous wording
Interest Expense, net. Interest expense, net includes the debt service costs associated with our various debt instruments, including our First Lien Facilities and Second Lien Facility, and the amortization of related deferred financing fees, which are amortized over the term of the respective credit agreement. Interest expense, net also includes the portion of the gain or loss on our interest rate swap agreements that is reclassified into earnings.
Current wording
Interest Expense, net. Interest expense, net includes the debt service costs associated with our various debt instruments, including our First Lien Facilities, and the amortization of related deferred financing fees, which are amortized over the term of the respective credit agreement. Interest expense, net also includes the portion of the gain or loss on our interest rate swap agreements that is reclassified into earnings.
Previous wording
Income Tax Expense (Benefit). Our provision for income taxes is based on permanent book/tax differences and statutory tax rates in the various jurisdictions in which we operate. Significant estimates and judgments are required in determining the provision for income taxes.
Current wording
Income Tax Benefit. Our provision for income taxes is based on permanent book/tax differences and statutory tax rates in the various jurisdictions in which we operate. Significant estimates and judgments are required in determining the provision for income taxes.
Previous wording
Revenues were $2,906.8 million for the three months ended September 30, 2024, as compared with $2,256.5 million for the three months ended September 30, 2023, an increase of $650.3 million or 28.8%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.
Current wording
Revenues were $2,878.1 million for the three months ended March 31, 2025, as compared with $2,285.8 million for the three months ended March 31, 2024, an increase of $592.4 million or 25.9%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.
Previous wording
Cost of goods was $2,077.1 million for the three months ended September 30, 2024, as compared with $1,509.8 million for the three months ended September 30, 2023, an increase of $567.3 million or 37.6%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.
Current wording
Cost of goods was $2,328.2 million for the three months ended March 31, 2025, as compared with $1,807.1 million for the three months ended March 31, 2024, an increase of $521.1 million or 28.8%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.
Previous wording
Cost of services was $421.6 million for the three months ended September 30, 2024, as compared with $388.4 million for the three months ended September 30, 2023, an increase of $33.2 million or 8.5%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.
Current wording
Cost of services was $211.5 million for the three months ended March 31, 2025, as compared with $186.2 million for the three months ended March 31, 2024, an increase of $25.4 million or 13.6%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.
Previous wording
an increase of $40.0 million, or 10.1% growth on consolidated 2023 Adjusted EBITDA, as a result of growth in our Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by,
Current wording
an increase of $15.3 million, or 5.0% growth on consolidated first quarter of 2024 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by,
Previous wording
an increase of $35.8 million, or 3.6% growth on consolidated 2023 selling, general, and administrative expenses, due to non-cash share-based compensation related to the new equity awards granted to management and certain full-time employees in conjunction with the IPO;
Current wording
a decrease of $11.1 million, or 3.6%, decline on consolidated first quarter of 2024 selling, general, and administrative expenses, due to non-cash share-based compensation related to the new equity awards granted to management and certain full-time employees in conjunction with the IPO; and
Previous wording
an increase of $12.0 million, or 2.9% growth on consolidated 2023 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year; offset by,
Current wording
a decrease of $1.7 million, or 0.6%, decline on consolidated first quarter of 2024 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year.
Previous wording
During the nine months ended September 30, 2024, we used proceeds from the IPO Offerings to repay the Second Lien on January 30, 2024 and, as a result, incurred a loss on extinguishment of debt of $12.7 million related to the write-off of unamortized debt issuance costs. There was no loss on extinguishment of debt recognized for the nine months ended September 30, 2023.
Current wording
During the three months ended March 31, 2024, we used proceeds from the IPO Offerings to repay the Second Lien on January 30, 2024 and as a result incurred a loss on extinguishment of debt of $12.7 million related to the write-off of unamortized debt issuance costs. There was no loss on extinguishment of debt recognized for the three months ended March 31, 2025.
Previous wording
Interest expense, net was $56.1 million for the three months ended September 30, 2024, as compared with $83.7 million for the three months ended September 30, 2023, a decrease of $27.6 million or 33.0%. The decrease primarily resulted from lower outstanding term debt as compared to the prior period and a $0.6 million increase in interest income related to cash flow hedges of interest rate risk, from $9.2 million of interest income for the three months ended September 30, 2023 to $9.8 million for the three months ended September 30, 2024.
Current wording
Interest expense, net was $41.8 million for the three months ended March 31, 2025, as compared with $54.5 million for the three months ended March 31, 2024, a decrease of $12.7 million or 23.3%. The decrease primarily resulted from lower outstanding term debt as compared to the prior period offset by a $5.1 million decrease in interest income related to cash flow hedges of interest rate risk.
Previous wording
Net loss was $9.0 million for the three months ended September 30, 2024, as compared with $130.1 million for the three months ended September 30, 2023, a decrease of $121.1 million. The decrease in the net loss is primarily attributable to the aforementioned decrease in interest expense, net and legal settlement and defense costs.
Current wording
Net income was $9.2 million for the three months ended March 31, 2025, as compared with a net loss of $56.0 million for the three months ended March 31, 2024, an increase of $65.2 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, selling, general, and administrative expenses and loss on extinguishment of debt.
Previous wording
an increase of $24.8 million, or 19.0% growth on consolidated 2023 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by
Current wording
an increase of $31.9 million, or 31.2% growth on consolidated first quarter of 2024 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by
Previous wording
a decrease of $4.3 million, or 3.3% decline on consolidated 2023 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business.
Current wording
a decrease of $3.1 million, or 3.0% decline on consolidated first quarter of 2024 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business.
Previous wording
Revenues were $2,265.7 million for the three months ended September 30, 2024, as compared with $1,673.2 million for the three months ended September 30, 2023, an increase of $592.5 million or 35.4%. The increase primarily resulted from volume growth in prescriptions dispensed across and within the Pharmacy Solutions segment. Revenues attributable to Infusion and Specialty Pharmacy were $1,678.1 million for the three months ended September 30, 2024, as compared with $1,180.0 million for the three months ended September 30, 2023, an increase of $498.1 million or 42.2% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $587.6 million for the three months ended September 30, 2024, as compared with $493.2 million for the three months ended September 30, 2023, an increase of $94.4 million or 19.1% attributable to volume growth.
Current wording
Revenues were $2,532.2 million for the three months ended March 31, 2025, as compared with $1,977.0 million for the three months ended March 31, 2024, an increase of $555.1 million or 28.1%. The increase primarily resulted from volume growth in prescriptions dispensed across and within the Pharmacy Solutions segment. Revenues attributable to Infusion and Specialty Pharmacy were $1,951.5 million for the three months ended March 31, 2025, as compared with $1,465.6 million for the three months ended March 31, 2024, an increase of $485.9 million or 33.2% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $580.7 million for the three months ended March 31, 2025, as compared with $511.4 million for the three months ended March 31, 2024, an increase of $69.3 million or 13.6% attributable to volume growth.
Previous wording
Cost of goods was $2,077.1 million for the three months ended September 30, 2024, as compared with $1,509.8 million for the three months ended September 30, 2023, an increase of $567.3 million or 37.6%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift.
Current wording
Cost of goods was $2,328.2 million for the three months ended March 31, 2025, as compared with $1,807.1 million for the three months ended March 31, 2024, an increase of $521.1 million or 28.8%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift.
Previous wording
Gross profit was $188.6 million for the three months ended September 30, 2024, as compared with $163.3 million for the three months ended September 30, 2023, an increase of $25.3 million or 15.5%. The increase primarily resulted from the aforementioned revenue growth in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins.
Current wording
Gross profit was $204.0 million for the three months ended March 31, 2025, as compared with $169.9 million for the three months ended March 31, 2024, an increase of $34.0 million or 20.0%. The increase primarily resulted from the aforementioned revenue growth in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins.
Previous wording
Gross profit margin for the three months ended September 30, 2024 was 8.3% compared to 9.8% for the three months ended September 30, 2023. The decrease in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Infusion and Specialty Pharmacy, along with product-level mix shifts, rate changes, and an increase in the fulfillment cost per script in Home and Community Pharmacy.
Current wording
Gross profit margin for the three months ended March 31, 2025 was 8.1% compared to 8.6% for the three months ended March 31, 2024. The decrease in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Infusion and Specialty Pharmacy, along with product-level mix shifts, rate changes, and an increase in the fulfillment cost per script in Home and Community Pharmacy.
Previous wording
Segment EBITDA was $99.2 million for the three months ended September 30, 2024, as compared with $86.1 million for the three months ended September 30, 2023, an increase of $13.1 million or 15.2%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 14 “Segment Information” to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.
Current wording
Segment EBITDA was $115.7 million for the three months ended March 31, 2025, as compared with $88.2 million for the three months ended March 31, 2024, an increase of $27.6 million or 31.2%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 15 “Segment Information” to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.
Previous wording
The following table sets forth, for the years indicated, our segment results of operations.
Current wording
The following table sets forth, for the years indicated, our segment results of operations for Provider Services.
Previous wording
Revenues were $641.1 million for the three months ended September 30, 2024, as compared with $583.4 million for the three months ended September 30, 2023, an increase of $57.7 million or 9.9%. The increase primarily resulted from volume growth as well as rate increases received during the period. Revenues attributable to Home Health Care were $265.3 million for the three months ended September 30, 2024, as compared with $234.2 million for the three months ended September 30, 2023, an increase of $31.1 million or 13.3%. Revenues attributable to Community and Rehab Care were $375.8 million for the three months ended September 30, 2024, as compared with $349.2 million for the three months ended September 30, 2023, an increase of $26.6 million or 7.6%.
Current wording
Revenues were $345.9 million for the three months ended March 31, 2025, as compared with $308.8 million for the three months ended March 31, 2024, an increase of $37.2 million or 12.1%. The increase primarily resulted from volume growth as well as rate increases received during the period. Revenues attributable to Home Health Care were $178.4 million for the three months ended March 31, 2025, as compared with $147.6 million for the three months ended March 31, 2024, an increase of $30.8 million or 20.9%.
Previous wording
Cost of services was $1,231.2 million for the nine months ended September 30, 2024, as compared with $1,160.5 million for the nine months ended September 30, 2023, an increase of $70.7 million or 6.1%. The increase primarily resulted from the aforementioned revenue growth and included operational improvements resulting in lower costs of services increases compared to revenue growth.
Current wording
Cost of services was $211.5 million for the three months ended March 31, 2025, as compared with $186.2 million for the three months ended March 31, 2024, an increase of $25.4 million or 13.6%. The increase primarily resulted from the aforementioned revenue growth and included operational improvements resulting in lower costs of services increases compared to revenue growth.
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Rearranged previous paragraphs (13)
Previous report — wording carried elsewhere
an increase of $14.4 million, or 3.5% growth on consolidated 2023 selling, general, and administrative expenses, due to non-cash share-based compensation related to the new equity awards granted to management and certain full-time employees in conjunction with the IPO;
Previous report — wording carried elsewhere
The following table sets forth, for the periods indicated, our consolidated results of operations.
Previous report — wording carried elsewhere
The following discussion of our results of operations should be read in conjunction with the foregoing table summarizing our consolidated results of operations.
Previous report — wording carried elsewhere
an increase of $26.6 million, or 2.7% growth on consolidated 2023 selling, general, and administrative expenses, as a result of an increase in other operational expenses year-over-year; offset by,
Previous report — wording carried elsewhere
a decrease of $18.2 million, or 4.6% decline on consolidated 2023 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business.
Previous report — wording carried elsewhere
The following table sets forth, for the periods indicated, our segment results of operations.
Previous report — wording carried elsewhere
The following table sets forth, for the periods indicated, our segment results of operations.
Previous report — wording carried elsewhere
The following discussion of our Pharmacy Solutions segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.
Previous report — wording carried elsewhere
The increase in revenue per prescription dispensed is due to mix changes year-over-year and a greater relative increase in volume growth in certain specialty brand drugs, which carry a higher revenue per prescription dispensed.
Previous report — wording carried elsewhere
Gross profit margin for the nine months ended September 30, 2024 was 8.5% compared to 10.8% for the nine months ended September 30, 2023. The decrease in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Infusion and Specialty Pharmacy, along with product-level mix shifts, rate changes, an increase in the fulfillment cost per script in Home and Community Pharmacy, and the QIP received in 2023 for which there was no comparable in 2024. When excluding the aforementioned QIP, gross profit margin was 10.2% for the nine months ended September 30, 2023.
Previous report — wording carried elsewhere
The following table sets forth, for the years indicated, our segment results of operations.
Previous report — wording carried elsewhere
The following discussion of our Provider Services segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.
Previous report — wording carried elsewhere
$46.4 million, partially offset by extinguishment of and repayments on our long-term debt of $818.6 million, payment of debt issuance costs of $43.2 million, and other financing activities.