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Acquisitions
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Acquisitions

4. Acquisitions

2025 Acquisitions

During the year ended December 31, 2025, we completed three acquisitions within the Provider Services segment for aggregate consideration net of cash acquired of $247.0 million. We entered into these transactions in order to expand our services and geographic offerings. The operating results of these acquisitions are included in our consolidated financial statements from the respective dates of the acquisition.

Amedisys and LHC Branches Acquisition

The Company entered into a purchase agreement with Amedisys, Inc., UnitedHealth Group Incorporated and certain of their respective subsidiaries, to purchase certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers (the “Amedisys and LHC Branches Acquisition”), which is comprised of 110 branches, for a total purchase price of $246.4 million, net of cash acquired. On December 1, 2025 and December 31, 2025, the Company closed on 103 branches and 4 branches, respectively, as a part of the Amedisys and LHC Branches Acquisition for aggregate consideration of $238.5 million net of cash acquired. The closing of the remaining three branches is expected to occur in fiscal year 2026, subject to customary regulatory approvals and other closing conditions.

Upon closing, we entered into a one-year TSA with the sellers to support our post-closing operations of the Amedisys and LHC Branches Acquisition. The sellers will continue to provide certain transition services in exchange for fixed-price service fees. Transition services primarily include finance and accounting, human resources, IT, and legal and compliance services. The fees associated with the services rendered under the TSA are not material to our results of operations and are recorded within selling, general, and administrative expenses in our consolidated statements of operations.

The Amedisys and LHC Branches Acquisition provides home health and hospice care services through several legal entities in 18 states, of which 17 states have closed as of December 31, 2025. Its results are consolidated within the Provider Services segment. The allocation of the purchase price is provisional as of December 31, 2025. Provisional amounts primarily relate to licenses, certain lease right-of-use assets and lease liabilities, working capital accounts (accounts receivable and certain accruals), and the valuation of redeemable noncontrolling interests. The provisional status is due to pending third‑party valuations, receipt of additional information from the sellers, and completion of certain closing procedures. We expect to complete the purchase price allocation no later than December 1, 2026. During the measurement period, we will record adjustments to provisional amounts with a corresponding adjustment to goodwill, reflecting facts and circumstances that existed as of the acquisition dates. The following table summarizes the consideration paid (in thousands) for the Amedisys and LHC Branches Acquisition and the provisional fair value of the assets acquired and the liabilities assumed at the respective acquisition dates.

 

Accounts receivable

$

22,880

 

Prepaid expenses and other current assets

 

32

 

Property and equipment

 

5,580

 

Goodwill

 

175,042

 

Intangible assets

 

62,897

 

Operating lease right-of-use assets

 

12,604

 

Other assets

 

96

 

Trade accounts payable

 

730

 

Accrued expenses

 

10,631

 

Current portion of obligations under operating leases

 

4,177

 

Current portion of obligations under financing leases

 

1,746

 

Obligations under operating leases, net of current portion

 

8,427

 

Obligations under financing leases, net of current portion

 

3,570

 

Long-term liabilities

 

2,773

 

Redeemable noncontrolling interests

 

8,639

 

Noncontrolling interests

 

(21

)

Aggregate purchase price, net of cash acquired

$

238,459

 

The Company acquired eight joint ventures as a part of the transaction which are recorded as redeemable noncontrolling interests and noncontrolling interests on the consolidated balance sheet.

We have estimated the fair value of acquired licenses of $62.9 million based upon a third-party valuation. The definite-lived licenses have an estimated weighted average useful life of 10.0 years, and $56.0 million of licenses were assigned an indefinite life. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisition.

The Amedisys and LHC Branches Acquisition contributed $25.3 million in revenue and $1.2 million in operating income from the date acquired through the year ended December 31, 2025.

The following table contains the unaudited pro forma consolidated financial information for the year ended December 31, 2025, assuming that the Amedisys and LHC Branches Acquisition transaction closed on January 1, 2024 (in thousands):

 

For The Years Ended

 

 

December 31,

 

 

2025

 

 

2024

 

Revenue

$

13,255,587

 

 

$

10,413,024

 

Operating income

$

318,968

 

 

$

135,722

 

Net income (loss) attributable to BrightSpring Health Services, Inc.

$

123,662

 

 

$

(46,201

)

These pro forma results include adjustments for current factors that would affect the business, including non-recurring transaction costs, depreciation, amortization of acquired intangible assets, and income taxes based on the Company's statutory tax rate. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2024 and does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition.

Others

Aggregate consideration for the two other acquisitions completed in 2025 was approximately $8.5 million. No cash was acquired as a part of these transactions. The operating results of the acquisitions are not material to our results of operations. Measurement period adjustments for these acquisitions recorded in the year ended December 31, 2025 were not material to the consolidated financial statements.

The Company expects to finalize the purchase price allocation for the 2025 acquisitions prior to the one-year anniversary date of each acquisition. During the year ended December 31, 2025, the Company incurred approximately $14.5 million in transaction costs related to all aforementioned acquisitions completed in 2025. These costs are included in selling, general, and administrative expenses in our consolidated statements of operations.

2024 Acquisitions

During the year ended December 31, 2024, we completed eight acquisitions within the Pharmacy Solutions and Provider Services segments. We entered these transactions in order to expand our services and geographic offerings. Aggregate consideration net of cash acquired for these acquisitions was approximately $110.6 million. The operating results of these acquisitions are included in our consolidated financial statements from the respective dates of the acquisition.

Haven Hospice

The following table summarizes the consideration paid (in thousands) for the September 1, 2024 acquisition of North Central Florida Hospice, Inc. (“Haven Hospice”) and the fair value of the assets acquired and the liabilities assumed at the acquisition date, which has been adjusted for immaterial measurement-period adjustments through September 1, 2025. Haven Hospice provides hospice and palliative care services in the state of Florida. Its results are consolidated within the Provider Services segment.

 

Inventories

 

$

45

 

Property and equipment

 

 

495

 

Goodwill

 

 

45,614

 

Intangible assets

 

 

19,860

 

Operating lease right-of-use assets

 

 

7,157

 

Trade accounts payable

 

 

1,264

 

Current portion of obligations under operating leases

 

 

2,235

 

Obligations under operating leases, net of current portion

 

 

4,922

 

Aggregate purchase price

 

$

64,750

 

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

adjustment feature to the extent any losses are incurred by the sellers in the sale of their common stock for four years following closing with a final equity adjustment feature (see Note 14).

The intangible assets consist of $14.8 million in indefinite-lived licenses and $5.1 million of trade name that have an estimated useful life of 10.0 years. The fair value of acquired licenses and trade name were based upon a third-party valuation. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisition.

Haven Hospice contributed $68.9 million and $19.8 million in revenue and $7.8 million and $1.0 million of operating income during the years ended December 31, 2025 and 2024, respectively. Pro forma financial data for the Haven Hospice acquisition has not been included as the results of the operations are not material to our consolidated financial statements.

Others

The following table summarizes the consideration paid (in thousands) for 2024 acquisitions, excluding Haven Hospice, and the estimated fair value of the assets acquired and the liabilities assumed at the acquisition dates, which were adjusted for immaterial measurement-period adjustments through December 31, 2025. Consideration for acquisitions by the Pharmacy Solutions and Provider Services segments was $27.0 million and $18.9 million, respectively.

 

Accounts receivable

$

3,749

 

Inventories

 

1,234

 

Prepaid expenses and other current assets

 

174

 

Property and equipment

 

398

 

Goodwill

 

17,721

 

Intangible assets

 

31,233

 

Operating lease right-of-use assets

 

364

 

Other assets

 

1,438

 

Trade accounts payable

 

650

 

Accrued expenses

 

7,657

 

Current portion of obligations under operating leases

 

56

 

Current portion of obligations under financing leases

 

53

 

Obligations under operating leases, net of current portion

 

308

 

Obligations under financing leases, net of current portion

 

8

 

Deferred income taxes, net

 

1,686

 

Aggregate purchase price, net of cash acquired

$

45,893

 

We have estimated the fair value of acquired customer relationships, licenses, trade names, and covenants not to compete based upon third-party valuations and/or the values assigned in prior acquisitions that were deemed comparable in nature. The intangible assets consist primarily of $22.3 million in customer relationships, $5.7 million in definite-lived licenses, $2.1 million in indefinite-lived licenses, $0.6 million in covenants not to compete, and $0.5 million in trade names. Definite-lived intangible assets have an estimated weighted average useful life of 14.9 years. We expect $12.0 million of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisitions.

The above acquisitions contributed approximately $81.3 million and $59.9 million in revenue and $(0.4) million, which included $3.0 million of non-cash intangible impairment, and $5.0 million in operating (loss) income during the years ended December 31, 2025 and 2024, respectively. Pro forma financial data for the 2024 acquisitions has not been included as the results of the operations are not material to our consolidated financial statements.

Measurement period adjustments for all aforementioned acquisitions completed in 2024 recorded during the year ended December 31, 2025 were not material to the consolidated financial statements. The Company finalized the purchase price allocation for the 2024 acquisitions prior to the one-year anniversary date of each acquisition.

During the year ended December 31, 2024, the Company incurred approximately $3.4 million in transaction costs related to all aforementioned acquisitions completed in 2024. These costs are included in selling, general, and administrative expenses in our consolidated statements of operations.

The Company also purchased the remaining 30% noncontrolling interest in Gateway Pediatric Therapy, LLC during the first fiscal quarter of 2024 and the remaining 45% noncontrolling interest in Harvest Grove LTC, LLC during the third fiscal quarter of 2024. These transactions did not meet the definition of a business combination in accordance with ASC 805, Business Combinations.