BrightSpring Health Services, Inc. Fair Value Disclosure
14. Fair Value
Assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The financial assets or liabilities recorded at fair value on a recurring basis are set forth in the table below (in thousands):
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December 31, 2025 |
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December 31, 2024 |
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Valuation Technique |
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Assets: |
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Interest rate swaps (Level 2) |
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$ |
1,181 |
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$ |
10,633 |
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|
A |
Total assets |
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$ |
1,181 |
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|
$ |
10,633 |
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Liabilities: |
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Interest rate swaps (Level 2) |
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$ |
1,561 |
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|
$ |
— |
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|
A |
Contingent consideration (Level 3) |
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|
750 |
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|
|
8,386 |
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|
C |
Total liabilities |
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$ |
2,311 |
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$ |
8,386 |
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The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves, and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us. For disclosures about the fair value measurements of our derivative instruments, refer to Note 6.
The contingent consideration represents future earn-outs and a post-closing equity adjustment feature, both associated with acquisitions, which are recognized as part of the purchase price at the estimated fair value on the acquisition date. These liabilities are classified as accrued expenses and long-term liabilities in our accompanying consolidated balance sheets.
The fair values of the liabilities associated with future earn outs were derived using the income approach with unobservable inputs, which included future earnings forecasts and present value assumptions, and there was little or no market data (Level 3). The Company will re-assess the fair values at each reporting period thereafter until settlement.
The preliminary fair value of the liability associated with the post-closing equity adjustment feature related to the Haven Hospice acquisition was derived with unobservable inputs using a Monte Carlo simulation, where the common stock price of the Company was evolved using a Geometric Brownian Motion over a period from the valuation date to the end of the fourth anniversary of closing. Estimated equity volatility was based on historical volatility, implied volatility, and peer group volatility over various periods. The Company will re-assess the fair value at each reporting period with changes in value being recorded through the consolidated statements of operations. The ultimate settlement of the liability will be through either issuance of additional equity shares and/or additional cash paid in the case of net realized losses on sales; or reduction of the outstanding balance of the seller note, in the case of net aggregate realized gain on sales up to the amounts previously paid.
The following table summarizes the changes in fair value of the Company’s contingent consideration (in thousands):
Balance at January 1, 2024 |
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$ |
5,331 |
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Additions of acquisition earn-out |
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|
200 |
|
Addition of post-closing equity adjustment feature |
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|
4,750 |
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Contingent consideration payments |
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(4,156 |
) |
Change in fair value |
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2,261 |
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Balance at December 31, 2024 |
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$ |
8,386 |
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Adjustment to post-closing equity adjustment feature |
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(4,000 |
) |
Contingent consideration payments |
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(6,370 |
) |
Change in fair value |
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2,734 |
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Balance at December 31, 2025 |
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$ |
750 |
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Assets Measured at Fair Value on a Non-Recurring Basis
The Company’s non-financial assets, such as goodwill and long-lived assets are adjusted to fair value when an impairment charge is recognized.
During the years ended December 31, 2025 and 2024, we recorded no goodwill impairment.
Long-lived assets include operating lease assets and definite-lived intangible assets. During the years ended December 31, 2025 and 2024, we concluded that sufficient indicators existed to require us to perform recoverability tests by comparing the sum of the estimated undiscounted future cash flows attributable to the assets to their carrying values. Approximately $12.6 million and $4.0 million of and operating lease right-of-use assets were recorded in
continuing operations for the years ended December 31, 2025 and 2024, respectively. The fair value of these assets at the time of impairment was determined to be zero. To determine fair value, we used the income approach, which assumes that the future cash flows reflect current market expectations. These fair value measurements require significant judgment using Level 3 inputs, such as discounted cash flows from operations, which are not observable from the market, directly or indirectly. There is uncertainty in the projected future cash flows used in the Company’s impairment analysis, which requires the use of estimates and assumptions.
If actual performance does not achieve the projections, or if the assumptions used change in the future, we may be required to recognize impairment charges in future periods.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.