Please wait

 

BrightSpring Health Services, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

On March 30, 2026, BrightSpring Health Services, Inc. (the “Company”, “BrightSpring”, “we”, “our” and “us”) completed the previously announced sale (the “Transaction”) of its community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”) to National Mentor Holdings, Inc., dba Sevita (“Sevita”) for aggregate cash consideration of $835.0 million, pursuant to that certain Purchase Agreement, dated January 17, 2025, as amended by that certain First Amendment to Purchase Agreement, dated December 5, 2025 (the “Purchase Agreement”).

The unaudited Pro Forma Condensed Consolidated Financial Statements have been derived from the Company’s historical consolidated financial statements and give effect to the Transaction. The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2025 reflects the Company’s financial position as if the Transaction had occurred on December 31, 2025. The following unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2025 reflect the Company’s results of operations as if the Transaction had occurred as of January 1, 2025.

The unaudited Pro Forma Condensed Consolidated Financial Statements also reflect a repayment of $425.0 million of the Company’s first lien term loan, which is expected to occur subsequent to the closing of the Transaction.

The unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared based upon management’s estimates utilizing the best available information and are subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited Pro Forma Condensed Consolidated Financial Statements. They are not intended to be a complete representation of the Company’s financial position or results of operations had the Transaction occurred as of the period indicated. In addition, the unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Transaction and related transactions been completed on the date assumed. The unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical audited consolidated financial statements and accompanying notes for the year ended December 31, 2025 which were prepared in accordance with generally accepted accounting principles in the United States of America, included in the Company's annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 27, 2026.

The unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.

 

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2025

(In thousands)

 

 

 

As of December 31, 2025

 

 

 

BrightSpring
As Reported

 

 

Transaction Accounting Adjustments

 

 

Pro Forma BrightSpring

 

Assets

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

88,370

 

 

$

293,173

 

(a), (b)

$

381,543

 

Accounts receivable, net of allowance for credit losses

 

 

989,719

 

 

 

 

 

 

989,719

 

Inventories

 

 

815,180

 

 

 

 

 

 

815,180

 

Prepaid expenses and other current assets

 

 

118,592

 

 

 

 

 

 

118,592

 

Current assets held for sale

 

 

882,189

 

 

 

(882,189

)

(c)

 

 

Total current assets

 

 

2,894,050

 

 

 

(589,016

)

 

 

2,305,034

 

Property and equipment, net of accumulated depreciation

 

 

204,689

 

 

 

 

 

 

204,689

 

Goodwill

 

 

2,545,673

 

 

 

 

 

 

2,545,673

 

Intangible assets, net of accumulated amortization

 

 

557,555

 

 

 

 

 

 

557,555

 

Operating lease right-of-use assets, net

 

 

171,632

 

 

 

 

 

 

171,632

 

Other assets

 

 

39,712

 

 

 

 

 

 

39,712

 

Total assets

 

$

6,413,311

 

 

$

(589,016

)

 

$

5,824,295

 

Liabilities, redeemable noncontrolling interests, and equity:

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

$

1,217,946

 

 

 

 

 

$

1,217,946

 

Accrued expenses

 

 

333,024

 

 

 

 

 

 

333,024

 

Current portion of obligations under operating leases

 

 

42,936

 

 

 

 

 

 

42,936

 

Current portion of obligations under financing leases

 

 

6,794

 

 

 

 

 

 

6,794

 

Current portion of long-term debt

 

 

52,340

 

 

 

 

 

 

52,340

 

Current liabilities held for sale

 

 

195,994

 

 

 

(195,994

)

(c)

 

 

Total current liabilities

 

 

1,849,034

 

 

 

(195,994

)

 

 

1,653,040

 

Obligations under operating leases, net of current portion

 

 

135,420

 

 

 

 

 

 

135,420

 

Obligations under financing leases, net of current portion

 

 

14,544

 

 

 

 

 

 

14,544

 

Long-term debt, net of current portion

 

 

2,455,204

 

 

 

(425,000

)

(b)

 

2,030,204

 

Deferred income taxes, net

 

 

6,178

 

 

 

 

 

 

6,178

 

Long-term liabilities

 

 

66,565

 

 

 

 

 

 

66,565

 

Total liabilities

 

 

4,526,945

 

 

 

(620,994

)

 

 

3,905,951

 

Redeemable noncontrolling interests

 

 

11,227

 

 

 

 

 

 

11,227

 

Shareholders' equity:

 

 

 

 

 

 

 

 

 

Common stock

 

 

1,921

 

 

 

 

 

 

1,921

 

Preferred stock

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

1,954,482

 

 

 

 

 

 

1,954,482

 

Accumulated deficit

 

 

(74,647

)

 

 

31,978

 

(d)

 

(42,669

)

Accumulated other comprehensive loss

 

 

(6,691

)

 

 

 

 

 

(6,691

)

Total shareholders' equity

 

 

1,875,065

 

 

 

31,978

 

 

 

1,907,043

 

Noncontrolling interest

 

 

74

 

 

 

 

 

 

74

 

Total equity

 

 

1,875,139

 

 

 

31,978

 

 

 

1,907,117

 

Total liabilities, redeemable noncontrolling interests, and equity

 

$

6,413,311

 

 

$

(589,016

)

 

$

5,824,295

 

 

 


 

BrightSpring Health Services, Inc. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2025

(In thousands, except per share amounts)

 

 

For the Year Ended December 31, 2025

 

 

BrightSpring
As Reported

 

 

Transaction Accounting Adjustments

 

 

Pro Forma BrightSpring

 

Revenue:

 

 

 

 

 

 

 

 

Products

$

11,445,777

 

 

$

 

 

$

11,445,777

 

Services

 

1,464,787

 

 

 

 

 

 

1,464,787

 

Total revenues

 

12,910,564

 

 

 

 

 

 

12,910,564

 

Cost of goods

 

10,507,431

 

 

 

 

 

 

10,507,431

 

Cost of services

 

885,356

 

 

 

 

 

 

885,356

 

Gross profit

 

1,517,777

 

 

 

 

 

 

1,517,777

 

Selling, general, and administrative expenses

 

1,222,525

 

 

 

 

(e)

 

1,222,525

 

Operating income

 

295,252

 

 

 

 

 

 

295,252

 

Interest expense, net

 

157,311

 

 

 

(547

)

(f)

 

156,764

 

Income before income taxes

 

137,941

 

 

 

547

 

 

 

138,488

 

Income tax expense

 

33,145

 

 

 

134

 

(g)

 

33,279

 

Net income

 

104,796

 

 

 

413

 

 

 

105,209

 

Net loss attributable to noncontrolling interests

 

(1,553

)

 

 

 

 

 

(1,553

)

Net income attributable to BrightSpring Health Services, Inc. and subsidiaries

$

106,349

 

 

$

413

 

 

$

106,762

 

Net income per common share:

 

 

 

 

 

 

 

 

Basic income per share attributable to common shareholders

$

0.53

 

 

 

 

 

$

0.53

 

Diluted income per share attributable to common shareholders

$

0.48

 

 

 

 

 

$

0.49

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

202,564

 

 

 

 

 

 

202,564

 

Diluted

 

219,774

 

 

 

 

 

 

219,774

 

 

 


 

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Transaction Accounting Adjustments:

 

(a)
Reflects $835.0 million of estimated cash consideration, subject to certain adjustments for the working capital of the Community Living business as the completion of the sale, less (i) of estimated transaction costs of $18.4 million, from the disposal of the Community Living business, and (ii) the expected tax effects of the estimated federal and state income taxes paid of $98.4 million related to the gain on the Transaction. The estimated expected tax effects are calculated based on the amount of taxable gain considering the use of historical net operating losses in place to reduce taxable income, using the applicable statutory income tax rates in the respective jurisdictions. The estimates, including the jurisdictional income tax effects, are subject to change and actual amounts may differ from the results reflected herein. The estimated gain on sale has been excluded from the unaudited Pro Forma Condensed Statement of Operations as this amount pertains to discontinued operations and does not reflect the impact on income from continuing operations.
(b)
Reflects expected cash used for repayment of BrightSpring debt of $425.0 million.
(c)
Reflects the removal of the assets and liabilities of the Community Living business pursuant to the terms of the Transaction.
(d)
Estimated gain on the sale of the Community Living business, assuming the Company completed the sale as of December 31, 2025, is as follows ($ in thousands):

 

Net cash proceeds from the Transaction

 

 

$

816,573

 

Net assets of the Community Living business

 

 

 

686,195

 

Pre-tax gain on sale

 

 

 

130,378

 

Estimated tax expense

 

 

 

98,400

 

Estimated after-tax gain on sale

 

 

$

31,978

 

(e)
In connection with the Transaction, BrightSpring and Sevita entered into a transition services agreement whereby BrightSpring will provide certain post-closing services on a transitional basis. Transition services primarily include human resources, IT, facilities management, and compliance. The expenses incurred by BrightSpring to provide the transition services approximate the services fees revenue received. The estimated impact of the agreement has an immaterial impact to selling, general, and administrative expenses for the year ended December 31, 2025.
(f)
Reflects the elimination of the related interest expense of $0.5 million for the year ended December 31, 2025 to give effect to the estimated repayment of debt, in excess of the interest allocated to discontinued operations in Note (a).
(g)
Based on the assumption that the Transaction took place on January 1, 2025, adjustments represent the income tax effect of the pro forma adjustments calculated using enacted statutory rates applicable at the legal entity in which the pro forma adjustments were made.