bios-20220223
FALSE000101473900010147392022-02-232022-02-23

 
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)
February 23, 2022
 https://cdn.kscope.io/b2ce7459d653069f539694e8e40d1de7-bios-20220223_g1.jpg
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)
 
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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareOPCHNasdaq Global Select Market


















 



Item 2.02. Results of Operations and Financial Condition.

On February 23, 2022, Option Care Health, Inc. issued a press release reporting its fourth quarter and full-year 2021 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:
February 23, 2022
By:/s/ Michael Shapiro
Michael Shapiro
Chief Financial Officer

Document

 
Exhibit 99.1
 
 https://cdn.kscope.io/b2ce7459d653069f539694e8e40d1de7-opch_logoa.jpg

OPTION CARE HEALTH REPORTS FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL YEAR 2021 AND ANNOUNCES TWO ADDITIONAL ACQUISITIONS
BANNOCKBURN, IL., February 23, 2022 - Option Care Health, Inc. (the “Company” or “Option Care Health”) (Nasdaq: OPCH), the nation’s largest independent provider of home and alternate site infusion services, announced today financial results for the fourth quarter and full year ended December 31, 2021.
The Company also announced that it acquired Wasatch Infusion LLC ("Wasatch"), an infusion center operator based in Salt Lake City, Utah, in December and has also entered into a definitive agreement to acquire Specialty Pharmacy Nursing Network, Inc. ("SPNN"), which it expects to complete in 2022.
Fourth Quarter 2021 Financial Highlights
Net revenue of $927.2 million, up 15.2% compared to $804.7 million in the fourth quarter of 2020
Gross profit of $212.2 million, or 22.9% of revenue, up 15.5% compared to $183.8 million, or 22.8% of revenue, in the fourth quarter of 2020
Net income of $75.5 million, or $0.42 earnings per share inclusive of a one-time benefit from the elimination of the Company's valuation allowance on deferred tax assets of $30.4 million or $0.17 per share, compared to net income of $17.8 million, or $0.10 earnings per share, in the fourth quarter of 2020
Adjusted EBITDA of $86.8 million, up 28.3% compared to $67.7 million in the fourth quarter of 2020
Cash flow from operations of $65.3 million, and cash balances of $119.4 million at the end of the fourth quarter
Acquired Infinity Infusion Nursing, LLC and Wasatch for $50.0 million and $17.8 million, respectively, financed through cash balances on hand
Full Year 2021 Financial Highlights
Net revenue of $3,438.6 million up 13.4% compared to $3,032.6 million in the full year 2020
Gross profit of $779.6 million, or 22.7% of revenue, up 14.2% compared to $682.3 million, or 22.5% of revenue, in full year 2020
Net income of $139.9 million, or $0.78 earnings per share, compared to net loss of $8.1 million, or $0.04 loss per share, in full year 2020
Adjusted EBITDA of $289.8 million, up 30.7% compared to $221.7 million in full year 2020
Cash flow from operations of $208.6 million, up 63.7% compared to $127.4 million in full year 2020




John C. Rademacher, Chief Executive Officer, commented, “The entire Option Care Health team continues to execute in an ongoing challenging environment. With the patient at the center of everything we do, Option Care Health served over a quarter of a million patients in 2021 despite the ongoing pandemic situation. We are proud of the results we have generated as well as the many investments we continue to make to drive future growth.”

Full Year 2022 Financial Guidance
For the full year 2022, Option Care Health expects to deliver the following financial results:
Net revenue of $3.65 billion to $3.85 billion
Adjusted EBITDA of $310 million to $330 million
Cash flow from operations of at least $230 million

The financial expectations do not include any impact from the acquisition of SPNN as it has not yet been completed.

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 7156207; or via a live audio webcast that will be available online at 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 is the nation’s largest independent provider of home and alternate site infusion services. With over 7,000 teammates, including approximately 4,300 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 teammates. To learn more, please visit our website at OptionCareHealth.com.
Investor Contacts
Mike ShapiroBob East, Asher Dewhurst, Jordan Kohnstam
Chief Financial OfficerWestwicke
T: (312) 940-2538T: (413) 213-0500
mike.shapiro@optioncare.comoptioncarehealth@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 SEC 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, 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. We have not reconciled Adjusted EBITDA guidance to net income as creation of this reconciliation would not be practicable due to the uncertainty regarding, and potential variability of, material reconciling items. 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)
December 31,
20212020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$119,423 $99,265 
Accounts receivable, net338,242 328,340 
Inventories183,095 158,601 
Prepaid expenses and other current assets69,496 70,806 
Total current assets710,256 657,012 
NONCURRENT ASSETS:
Property and equipment, net111,535 121,149 
Intangible assets, net21,433 23,429 
Referral sources344,587 327,623 
Goodwill1,477,564 1,428,610 
Other noncurrent assets125,543 89,616 
Total noncurrent assets2,080,662 1,990,427 
TOTAL ASSETS $2,790,918 $2,647,439 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$279,246 $282,913 
Other current liabilities180,449 151,110 
Total current liabilities459,695 434,023 
NONCURRENT LIABILITIES:
Long-term debt, net of discount, deferred financing costs and current portion1,059,900 1,115,103 
Other noncurrent liabilities95,437 82,589 
Total noncurrent liabilities1,155,337 1,197,692 
Total liabilities1,615,032 1,631,715 
STOCKHOLDERS' EQUITY1,175,886 1,015,724 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$2,790,918 $2,647,439 



Schedule 2

OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
Three Months Ended
December 31,
Year Ended
December 31,
2021202020212020
NET REVENUE$927,194 $804,713 $3,438,640 $3,032,610 
COST OF REVENUE714,997 620,951 2,659,034 2,350,346 
GROSS PROFIT212,197 183,762 779,606 682,264 
OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses136,777 123,001 525,707 500,199 
Depreciation and amortization expense14,648 16,418 63,058 71,310 
Total operating expenses151,425 139,419 588,765 571,509 
OPERATING INCOME60,772 44,343 190,841 110,755 
OTHER INCOME (EXPENSE):
Interest expense, net(14,286)(23,668)(67,003)(107,770)
Other, net481 (2,270)(7,344)(8,228)
Total other expense(13,805)(25,938)(74,347)(115,998)
INCOME (LOSS) BEFORE INCOME TAXES46,967 18,405 116,494 (5,243)
INCOME TAX (BENEFIT) EXPENSE(28,500)566 (23,404)2,833 
NET INCOME (LOSS)$75,467 $17,839 $139,898 $(8,076)
Earnings (loss) per share, basic$0.42 $0.10 $0.78 $(0.04)
Earnings (loss) per share, diluted$0.41 $0.10 $0.77 $(0.04)



Schedule 3

OPTION CARE HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
 
Year Ended
December 31,
20212020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)139,898 (8,076)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization expense68,804 77,896 
Paid-in-kind interest capitalized as principal— 7,525 
Other non-cash adjustments11,237 42,917 
Changes in operating assets and liabilities:
Accounts receivable, net(4,273)(3,924)
Inventories(22,700)(42,725)
Accounts payable(10,381)59,215 
Other25,984 (5,436)
Net cash provided by operating activities208,569 127,392 
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment(25,632)(26,875)
Other investing cash flows— 541 
Business acquisitions, net of cash acquired(85,909)— 
Net cash used in investing activities(111,541)(26,334)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt855,136 — 
Retirement of debt obligations(910,345)(174,000)
Net proceeds from issuance of common stock— 118,934 
Deferred financing costs(10,339)(149)
Other financing cash flows(11,322)(13,634)
Net cash (used in) financing activities(76,870)(68,849)
NET INCREASE IN CASH AND CASH EQUIVALENTS20,158 32,209 
Cash and cash equivalents - beginning of the period99,265 67,056 
CASH AND CASH EQUIVALENTS - END OF PERIOD119,423 99,265 




Schedule 4
OPTION CARE HEALTH, INC.
QUARTERLY RECONCILIATION BETWEEN GAAP AND NON-GAAP MEASURES
(IN THOUSANDS)
(UNAUDITED)
Three Months Ended 
 December 31,
Year Ended
December 31,
2021202020212020
Consolidated net income (loss)$75,467 $17,839 $139,898 $(8,076)
Interest expense, net14,286 23,668 67,003 107,770 
Income tax (benefit) expense(28,500)566 (23,404)2,833 
Depreciation and amortization expense15,984 17,842 68,804 77,896 
Consolidated EBITDA77,237 59,915 252,301 180,423 
EBITDA adjustments
Stock-based incentive compensation3,329 332 9,575 2,920 
Loss on extinguishment of debt984 3,196 13,387 11,545 
Restructuring, acquisition, integration and other5,200 4,208 14,543 26,788 
Consolidated adjusted EBITDA$86,750 $67,651 $289,806 $221,676