Payment of debt 
    issuance costs           --          --       (43,188)         -- 
   Repurchase of 
    shares of common 
    stock                    --        (325)         (650)       (325) 
   Shares issued 
    under 
    share-based 
    compensation 
    plan, including 
    tax effects             127         453           531         598 
   Payment of 
    acquisition 
    earn-outs            (1,500)         --        (4,156)         -- 
   Purchase of 
    redeemable 
    noncontrolling 
    interest             (2,016)         --        (2,316)         -- 
   Payment of 
    financing lease 
    obligations          (3,640)     (2,901)       (9,276)     (8,625) 
                       --------    --------    ----------    -------- 
      Net cash 
       provided by 
       financing 
       activities     $  20,608   $  21,341   $   214,197   $  67,041 
                       --------    --------    ----------    -------- 
      Net increase 
       (decrease) in 
       cash and cash 
       equivalents       10,946         385        22,902      (1,987) 
   Cash and cash 
    equivalents at 
    beginning of 
    year                 25,027      11,256        13,071      13,628 
                       --------    --------    ----------    -------- 
   Cash and cash 
    equivalents at 
    end of year       $  35,973   $  11,641   $    35,973   $  11,641 
                       ========    ========    ==========    ======== 
 
 

BrightSpring Health Services, Inc. and Subsidiaries

Reconciliation of EBITDA and Adjusted EBITDA

For the three and nine months ended September 30, 2024 and 2023

(Unaudited)

The following table reconciles net loss to EBITDA and Adjusted EBITDA:

 
                      For the Three Months   For the Nine Months 
($ in thousands)             Ended                  Ended 
                         September 30,          September 30, 
                      --------------------   -------------------- 
                        2024       2023        2024       2023 
                      --------   ---------   --------   --------- 
Net loss              $ (8,981)  $(130,124)  $(35,925)  $(149,634) 
Income tax expense 
 (benefit)               9,760      (5,807)   (23,000)    (12,987) 
Interest expense, 
 net                    56,061      83,678    173,520     241,539 
Depreciation and 
 amortization           50,608      50,774    149,601     151,324 
                       -------    --------    -------    -------- 
EBITDA                $107,448   $  (1,479)  $264,196   $ 230,242 
Non-cash share-based 
 compensation (1)       15,210         825     55,194       2,100 
Acquisition, 
 integration, and 
 transaction-related 
 costs (2)              11,767       6,319     25,331      13,754 
Restructuring and 
 divestiture-related 
 and other costs 
 (3)                     6,672       4,527     28,065      16,172 
Legal costs and 
 settlements (4)         8,920     117,042     21,886     121,706 
Significant projects 
 (5)                     1,000       1,935      2,604       6,899 
Management fee (6)          --       1,383     23,381       4,248 
Unreimbursed 
 COVID-19 related 
 costs                      --         (48)        --          88 
                       -------    --------    -------    -------- 
Total adjustments     $ 43,569   $ 131,983   $156,461   $ 164,967 
                       -------    --------    -------    -------- 
Adjusted EBITDA       $151,017   $ 130,504   $420,657   $ 395,209 
                       =======    ========    =======    ======== 
 
 
(1)  Represents non-cash share-based compensation to certain 
      members of our management and full-time employees. 
      The three and nine months ended September 30, 2024 
      includes $14.4 million and $35.8 million of costs, 
      respectively, related to new equity awards granted 
      upon the completion of our IPO under the 2024 Equity 
      Incentive Plan. The nine months ended September 30, 
      2024 includes $15.0 million of previously unrecognized 
      share-based compensation expense related to performance-vesting 
      options under the 2017 Stock Plan, a portion of which 
      vested upon completion of the IPO. 
 
(2)  Represents transaction costs incurred in connection 
      with planned, completed, or terminated acquisitions, 
      which include investment banking fees, legal diligence 
      and related documentation costs, finance and accounting 
      diligence and documentation; costs associated with 
      the integration of acquisitions, including any facility 
      consolidation, integration travel, or severance; and 
      costs associated with other planned, completed, or 
      terminated non-routine transactions. The three months 
      ended September 30, 2024 includes acquisition and 
      integration related costs of $7.5 million, earn-out 
      adjustments from previous acquisitions of $0.9 million, 
      and other non-routine transaction costs of $2.9 million, 
      as compared to acquisition and integration related 
      costs of $3.7 million and other non-routine transaction 
      costs of $0.9 million for the three months ended September 
      30, 2023. These costs also included $0.5 million and 
      $6.0 million of costs related to the IPO Offerings 
      which were not capitalizable for the three and nine 
      months ended September 30, 2024, respectively, compared 
      to $1.7 million and $1.9 million for the three and 
      nine months ended September 30, 2023, respectively. 
 
(3)  Represents costs associated with restructuring-related 
      activities, including closure, and related license 
      impairment, and severance expenses associated with 
      certain enterprise-wide or significant business line 
      cost-savings measures. These costs included $12.7 
      million of unamortized debt issuance costs associated 
      with the extinguishment of our Second Lien Facility 
      in the nine months ended September 30, 2024. These 
      costs also included $1.8 million and $3.7 million 
      of intangible asset and other non-cash investment 
      impairment for the three and nine months ended September 
      30, 2024, respectively, as compared to $1.4 million 
      and $7.4 million for the three and nine months ended 
      September 30, 2023, respectively. 
 
(4)  Represents settlement and defense costs associated 
      with certain historical PharMerica litigation matters, 
      including the Silver matter, all of which are expected 
      to be completed in 2024. See Note 10 within the unaudited 
      condensed consolidated financial statements and related 
      notes in this Quarterly Report on Form 10-Q for additional 
      information. 
 
(5)  Represents costs associated with certain transformational 
      projects and for the periods presented primarily included 
      general ledger system implementation and pharmacy 
      billing system implementation, which both completed 
      in the second fiscal quarter of 2024; and ransomware 
      attack response costs. Ransomware attack response 
      costs were $1.0 million for the three and nine months 
      ended September 30, 2024, compared to $0.6 million 
      and $3.1 million for the three and nine months ended 
      September 30, 2023, respectively. 
 
(6)  Represents annual management fees payable to the Managers 
      under the Monitoring Agreement through the date of 
      the IPO, and $22.7 million of termination fees resulting 
      from the Monitoring Agreement being terminated upon 
      completion of the IPO Offerings. All management fees 
      have ceased following the completion of the IPO. 
 
 

BrightSpring Health Services, Inc. and Subsidiaries

Reconciliation of Adjusted EPS

For the three and nine months ended September 30, 2024 and 2023

(Unaudited)

The following table reconciles diluted EPS to Adjusted EPS:

 
                           For the Three      For the Nine Months 
(shares in thousands)      Months Ended              Ended 
                           September 30,         September 30, 
                        -------------------   ------------------- 
                          2024       2023       2024       2023 
                        --------   --------   --------   -------- 
Diluted EPS             $  (0.04)  $  (1.11)  $  (0.18)  $  (1.26) 
Non-cash share-based 
 compensation (1)           0.07       0.01       0.28       0.02 
Acquisition, 
 integration, and 
 transaction-related 
 costs (1)                  0.06       0.05       0.13       0.11 
Restructuring and 
 divestiture-related 
 and other costs (1)        0.03       0.04       0.14       0.13 
Legal costs and 
 settlements (1)            0.04       0.93       0.11       0.96 
Significant projects 
 (1)                          --       0.02       0.01       0.05 
Management fee (1)            --       0.01       0.12       0.03 
Unreimbursed COVID-19 
related costs (1)             --         --         --         -- 
Income tax impact on 
 adjustments (2)(3)        (0.05)     (0.03)     (0.27)     (0.10) 
                         -------    -------    -------    ------- 
Adjusted EPS            $   0.11   $  (0.08)  $   0.34   $  (0.06) 
                         =======    =======    =======    ======= 
 
Weighted average 
 common shares 
 outstanding used in 
 calculating diluted 
 U.S. GAAP net loss 
 per share               198,491    117,864    190,541    117,871 
Weighted average 
 common shares 
 outstanding used in 
 calculating diluted 
 Non-GAAP earnings 
 (loss) per share        208,694    126,346    199,930    126,428 
 
 
(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. 
 
(3)  For the nine months ended September 30, 2024, the 
      income tax impact on adjustments is inclusive of a 

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