Document


 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
November 6, 2019
 http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13184123&doc=3
OPTION CARE HEALTH, INC.
(Exact name of registrant as specified in its charter) 
Delaware
001-11993
05-0489664
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
3000 Lakeside Dr. Suite 300N, Bannockburn, IL 60015
(Address of principal executive offices)
 
(312) 940-2443
(Registrant's telephone number, including area code)
  
Bioscrip, Inc. 1600 Broadway, Suite 700, Denver, Colorado 80202
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company  ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨

 Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
BIOS
Nasdaq Capital Market
 







Item 2.02. Results of Operations and Financial Condition.

On November 6, 2019, Option Care Health, Inc. issued a press release reporting its third quarter 2019 financial results. A copy of the press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.
 
The press release includes certain non-GAAP financial measures described therein. Reconciliation between any non-GAAP financial measures presented and the most directly comparable GAAP financial measures is also provided.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.
 
Description
 
 


   
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Option Care Health, Inc.
 
 
 
 
 
 
 
Date:
November 6, 2019
By:
/s/ Michael Shapiro
 
 
 
Michael Shapiro
 
 
 
Chief Financial Officer



Exhibit

 

 
Exhibit 99.1
 
  http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=13184123&doc=3

OPTION CARE HEALTH ANNOUNCES THIRD QUARTER RESULTS
BANNOCKBURN, IL., November 6, 2019 - Option Care Health, Inc. (Nasdaq: BIOS), the nation’s largest independent provider of home and alternate site infusion services, today announced financial results for the third quarter ended September 30, 2019.
Transaction Highlights
Completed merger between legacy Option Care Enterprises, Inc. (“Option Care”) and BioScrip, Inc. (“BioScrip”) organizations on August 6, 2019 to create Option Care Health, Inc. (“Option Care Health” or the “Company”)
Established new Executive Leadership Team and broader field and functional leadership of the Company, retaining key talent across both legacy organizations
Achieved significant progress in integrating commercial organizations and optimizing commercial resource deployment
Initiated integration efforts across procurement strategies, field resource optimization and spending reduction initiatives

John C. Rademacher, Chief Executive Officer, commented, “I’m pleased to report solid third quarter results and the considerable progress we have made to integrate our two organizations since the transaction closed in early August. Our newly combined team has come together under the unified purpose to set the standard for infusion therapy in the alternate site setting. While we still have a significant amount of work ahead of us, I feel we are on plan and building momentum. Through the hard work of our teams across various functions, we have developed a comprehensive plan to deliver at least $60 million in net synergies and I’m excited about all the opportunities at hand for our combined company.”
Third Quarter 2019 Financial Highlights
Please note that all financial data disclosed below, as well as in the forthcoming 10-Q, is comprised of the results of legacy Option Care and its affiliates and incorporate BioScrip results from August 6, 2019 prospectively. Thus, comparisons to historical periods are relative to legacy Option Care and its affiliates only.
Net revenue of $615.9 million, up 24.7% compared to $493.9 million in the third quarter of 2018



The deduction for bad debt and contractual adjustments embedded in net revenue (presented consistent with ASC 606) represented 3.9% of gross revenue, compared to 2.8% in the third quarter of 2018
Gross profit of $137.8 million, 22.4% of net revenue, up 27.3% compared to $108.2 million, 21.9% of revenue, in the third quarter of 2018
Net loss of $42.8 million, or $0.07 per share, compared to net income of $1.8 million, or $0.00 per share, in the third quarter of 2018
Adjusted EBITDA of $34.8 million, up 32.1% compared to $26.3 million in the third quarter of 2018
Cash used in operations of $5.8 million impacted by integration and merger-related outflows, as well as higher disbursements to remediate legacy BioScrip vendor balances
Cash balances of $52.8 million at the end of the third quarter and no outstanding borrowings on the Company’s $150 million revolver

Conference Call
The conference call can be accessed by dialing (866) 360-3136 for U.S. participants, or (602) 563-8603 for international participants, and referencing conference ID 9661889; or via a live audio webcast that will be available online at https://investors.optioncarehealth.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

About Option Care Health
Option Care Health (NASDAQ: BIOS), is the largest independent provider of home and alternate site infusion services in the United States.  With over 6,000 teammates, including approximately 2,900 clinicians, we work compassionately to elevate standards of care for patients with acute and chronic conditions in all 50 states.  Through our clinical leadership, expertise and national scale, Option Care Health is reimagining the infusion care experience for patients, customers and employees. To learn more, please visit our website at OptionCareHealth.com.

Investor Contacts
Mike Shapiro
Bob East, Asher Dewhurst, Jordan Kohnstam
Chief Financial Officer
Westwicke
T: (312) 940-2538
T: (413) 213-0500
mike.shapiro@optioncare.com
optioncarehealth@westwicke.com

Forward-Looking Statements - Safe Harbor
This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, statements we may make regarding future revenues, future earnings, regulatory developments, market developments, new products and growth strategies, integration activities and the effects of any of the foregoing on our future results of operations or financial conditions.            



Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market conditions and receptivity to our services and offerings; (iii) results of litigation; and (iv) the loss of one or more key payers. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our reports as filed with the SEC.
Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Note Regarding Use of Non-GAAP Financial Measures

In addition to reporting financial information in accordance with generally accepted accounting principles (GAAP), the Company is also reporting Adjusted EBITDA, which is a non-GAAP financial measure. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be used in isolation or as a substitute or alternative to net income, operating income or any other performance measure derived in accordance with GAAP, or as a substitute or alternative to cash flow from operating activities or a measure of the Company’s liquidity. In addition, the Company's definition of Adjusted EBITDA may not be comparable to similarly titled non-GAAP financial measures reported by other companies. Adjusted EBITDA, as defined by the Company, represents net income before net interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, and restructuring, acquisition, integration and other expenses. As part of restructuring, integration and other expenses, the Company may incur significant charges such as the write down of certain long−lived assets, temporary redundant expenses, professional fees, potential retention and severance costs and potential accelerated payments or termination costs for certain of its contractual obligations. Management believes that Adjusted EBITDA provides useful supplemental information regarding the performance of Option Care Health’s business operations and facilitates comparisons to the Company’s historical operating results. For a full reconciliation of Adjusted EBITDA to the most comparable GAAP financial measure, please see the attachment to this earnings release.





  Schedule 1

OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

 
(unaudited)
 
 
 
September 30,
 
December 31,
 
2019
 
2018
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
   Cash and cash equivalents
$
52,789

 
$
36,391

   Accounts receivable, net
336,303

 
310,169

   Inventories
109,235

 
83,340

   Prepaid expenses and other current assets
46,919

 
37,525

Total current assets
545,246

 
467,425

 
 
 
 
NONCURRENT ASSETS:
 
 
 
   Property and equipment, net
131,982

 
93,142

   Intangible assets, net
395,078

 
219,713

   Goodwill
1,419,373

 
632,469

   Other noncurrent assets
90,246

 
15,462

Total noncurrent assets
2,036,679

 
960,786

TOTAL ASSETS
$
2,581,925

 
$
1,428,211

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

CURRENT LIABILITIES:
 

 
 

Accounts payable
$
213,149

 
187,886

Other current liabilities
106,519

 
52,111

Total current liabilities
319,668

 
239,997

 
 
 
 
NONCURRENT LIABILITIES:
 
 
 
Long-term debt, net of discount, deferred financing costs and current portion
1,259,460

 
535,225

Other noncurrent liabilities
81,115

 
50,164

Total noncurrent liabilities
1,340,575

 
585,389

Total liabilities
1,660,243

 
825,386

 
 
 
 
STOCKHOLDERS’ EQUITY
921,682

 
602,825

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
2,581,925

 
$
1,428,211






Schedule 2

OPTION CARE HEALTH, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2019
 
2018
 
2019
 
2018
NET REVENUE
$
615,880

 
$
493,928

 
$
1,589,638

 
$
1,434,061

COST OF REVENUE
478,107

 
385,683

 
1,252,281

 
1,122,846

GROSS PROFIT
137,773

 
108,245

 
337,357

 
311,215

 
 
 
 
 
 
 
 
OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
Selling, general and administrative expenses
133,475

 
85,929

 
315,815

 
258,314

Depreciation and amortization expense
16,023

 
9,557

 
36,142

 
28,180

Total operating expenses
149,498

 
95,486

 
351,957

 
286,494

OPERATING (LOSS) INCOME
(11,725
)
 
12,759

 
(14,600
)
 
24,721

 
 
 
 
 
 
 
 
OTHER INCOME (EXPENSE):
 
 
 
 
 
 
 
Interest expense, net
(21,509
)
 
(11,025
)
 
(44,117
)
 
(34,313
)
Other, net
(5,984
)
 
440

 
(4,661
)
 
(1,514
)
Total other expense
(27,493
)
 
(10,585
)
 
(48,778
)
 
(35,827
)
 
 
 
 
 
 
 
 
(LOSS) INCOME BEFORE INCOME TAXES
(39,218
)
 
2,174

 
(63,378
)
 
(11,106
)
 
 
 
 
 
 
 
 
INCOME TAX EXPENSE (BENEFIT)
3,576

 
383

 
(3,269
)
 
(1,737
)
NET (LOSS) INCOME
$
(42,794
)
 
$
1,791

 
$
(60,109
)
 
$
(9,369
)
 
 
 
 
 
 
 
 
Net (loss) income per share, basic and diluted
$
(0.07
)
 
$
0.00

 
$
(0.10
)
 
$
(0.02
)




Schedule 3

OPTION CARE HEALTH, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

 
 
Nine Months Ended 
 September 30,
 
2019
 
2018
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(60,109
)
 
$
(9,369
)
Adjustments to reconcile net loss to net cash provided by operations:
 
 
 
Total depreciation and amortization expense
38,997

 
30,447

Other non-cash adjustments
21,446

 
1,922

Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net
71,029

 
(32,483
)
Inventories
(6,212
)
 
4,010

Accounts payable
(36,157
)
 
8,683

Other
(12,424
)
 
8,988

Net cash provided by operating activities
16,570

 
12,198

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisition of property and equipment
(13,150
)
 
(20,716
)
Other investing cash flows
636

 

Business acquisitions, net of cash acquired
(700,170
)
 
(9,917
)
Net cash used in investing activities
(712,684
)
 
(30,633
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Proceeds from debt
981,050

 
1,000

Retirement of debt obligations
(226,738
)
 

Deferred financing costs
(36,538
)
 

Other financing cash flows
(5,262
)
 
(4,112
)
Net cash provided by (used in) financing activities
712,512

 
(3,112
)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
16,398

 
(21,547
)
Cash and cash equivalents - beginning of the period
36,391

 
53,116

CASH AND CASH EQUIVALENTS - END OF PERIOD
$
52,789

 
$
31,569





Schedule 4
OPTION CARE HEALTH, INC.
QUARTERLY RECONCILIATION BETWEEN GAAP AND NON-GAAP MEASURES
(IN THOUSANDS)
(UNAUDITED)

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2019
 
2018
 
2019
 
2018
Consolidated net (loss) income
$
(42,794
)
 
$
1,791

 
$
(60,109
)
 
$
(9,369
)
Interest expense, net
21,509

 
11,025

 
44,117

 
34,313

Income tax expense
3,576

 
383

 
(3,269
)
 
(1,737
)
Depreciation and amortization expense
17,407

 
10,304

 
38,997

 
30,447

Consolidated EBITDA
(302
)
 
23,503

 
19,736

 
53,654

 
 
 
 
 
 
 
 
EBITDA adjustments
 
 
 
 
 
 
 
Accounting principle changes and non-cash charges
4,277

 

 
8,535

 

Stock-based incentive compensation
2,745

 
564

 
3,898

 
1,671

Loss on extinguishment of debt
5,469

 

 
5,469

 
72

Restructuring, acquisition, integration and other
22,585

 
2,261

 
40,151

 
8,554

Consolidated adjusted EBITDA
$
34,774

 
$
26,328

 
$
77,789

 
$
63,951